X0202 4 2005-05-02 0 0000878731 FINLAY ENTERPRISES INC /DE FNLY 0001244861 KROON RICHARD EDWARD 102 W. RIVER ROAD RUMSON NJ 07760 1 0 0 0 Phantom Stock Units 0 2005-05-02 4 A 0 546 11.46 A Common Stock 546 3073 D Phantom Stock Units 0 2005-05-02 4 A 0 546 0 A Common Stock 546 3073 D Phantom stock units were credited to an account for the Reporting Person, under the Issuer's Director Deferred Compensation and Stock Purchase Plan approved by stockholders (the "Director Plan"), in connection with the deferral of the Reporting Person's director fees. These units are fully vested at all times. Generally, in accordance with the Director Plan, the Reporting Person will receive one share of Common Stock for each such unit as soon as practicable following the earlier of: (i) termination of his directorship or (ii) the expiration of the three year deferral period elected by the Reporting Person (as such period may be amended). Phantom stock units were credited to an account for the Reporting Person, through matching by the Issuer, under the Director Plan. These matching units will generally vest on the one year anniversary of the transaction date. Generally, for each matching unit, the Reporting Person will receive one share of Common Stock as soon as practicable following the earlier of: (i) termination of his directorship or (ii) the expiration of the deferral period. Each phantom stock unit converts to common stock on a one-for-one basis. Includes 2,527 phantom stock units previously credited to an account for the Reporting Person under the Director Plan. Includes 2,527 phantom stock units previously credited to an account for the Reporting Person, through matching by the Issuer, under the Director Plan. /s/ Bonni G. Davis, Esq., Attorney-in-Fact for Richard Edward Kroon 2005-05-04