EXHIBIT 10.2


                    AMENDMENT TO THE FINLAY ENTERPRISES, INC.

                          1997 LONG TERM INCENTIVE PLAN



         Effective on and after July 30, 2004, subject to approval of the
stockholders of Finlay Enterprises, Inc. (the "Corporation") as provided under
any applicable law, regulation or stock exchange rule, the 1997 Long Term
Incentive Plan, as amended (the "1997 Plan"), of the Corporation is hereby
amended pursuant to Section 9.5 thereof in the following respect:

            1. Section 6 of the 1997 Plan shall be amended by adding a new
Section 6.7 to read as follows:

         6.7. ADDITIONAL CODE SECTION 162(m) PROVISIONS

                  (a) Notwithstanding any other provision of the Plan if the
         Committee determines, at the time an Award is granted to a participant
         who is then an officer, that such participant is, or is likely to be as
         of the end of the taxable year in which the Corporation would
         ordinarily claim a tax deduction in connection with such Award, a
         Covered Employee, then the Committee may provide that this Section 6.7
         is applicable to such Award.

                  (b) If an Award is subject to this Section 6.7, then the
         lapsing of restrictions thereon and the distribution of cash, shares or
         other property pursuant thereto, as applicable, shall be subject to the
         achievement of one or more objective performance goals established by
         the Committee, which shall be based on the attainment of specified
         levels of one or any variation or combination of the following:
         revenues, net revenues, cost reductions and savings, operating income,
         income before taxes, net income, adjusted net income, earnings before
         interest, taxes, depreciation and amortization (EBITDA), earnings per
         share, adjusted earnings per share, operating margins, stock price,
         working capital measures, return on assets, return on revenues or
         productivity, return on equity, return on invested capital, cash flow
         measures, market share, stockholder return or economic value added. In
         addition, the Committee may establish as an additional performance
         measure the attainment by a participant of one or more personal
         objectives and/or goals that the Committee deems appropriate, including
         but not limited to implementation of Corporation policies, negotiation
         of significant corporate transactions, development of long-term
         business goals or strategic plans for the Corporation, or exercise of
         specific areas of managerial responsibility. The Committee will not
         have discretion to increase Awards over the level determined by
         application of the performance goal formula(s) and will be required to
         certify, prior to payment, that the performance goals underlying the
         Awards have been satisfied. Each performance goal may be expressed on
         an absolute and/or relative basis, may include comparisons with past
         performance of the Corporation (including one or more divisions
         thereof, if any) and/or the current or past performance of other
         companies. Each goal shall be set by the Committee within the time
         period prescribed by, and shall otherwise comply with the requirements
         of, Section 162(m) of the Code, or any successor provision thereto, and
         the regulations thereunder.





                  (c) Except as otherwise provided herein, the measures used in
         performance goals set under the Plan shall be determined in accordance
         with generally accepted accounting principles ("GAAP") and in a manner
         consistent with the methods used in the Corporation's Annual Reports on
         Form 10-K and Quarterly Reports on Form 10-Q, without regard, however,
         to any of the following unless otherwise determined by the Committee
         consistent with the requirements of Section 162(m)(4)(C) of the Code
         and the regulations thereunder:

                       (i) all items of gain, loss or expense for the fiscal
         year that are related to special, unusual or non-recurring items,
         events or circumstances affecting the Corporation or the financial
         statements of the Corporation;

                       (ii) all items of gain, loss or expense for the fiscal
         year that are related to (A) the disposal of a business or discontinued
         operations or (B) the operations of any business acquired by the
         Corporation during the fiscal year; and

                       (iii) all items of gain, loss or expense for the fiscal
         year that are related to changes in accounting principles or to changes
         in applicable law or regulations.

         To the extent any objective performance goals are expressed using any
         earnings or revenue-based measures that require deviations from GAAP,
         such deviations shall be at the discretion of the Committee.

                  (d) The Committee may not waive the achievement of the
         applicable performance goals, except in the case of the death or
         Disability of the participant, or under such other conditions where
         such waiver will not jeopardize the treatment of Awards as
         "performance-based compensation" under Section 162(m) of the Code.

                  (e) The Committee shall have the power to impose such other
         restrictions on Awards subject to this Section 6.7 as it may deem
         necessary or appropriate to ensure that such Awards satisfy all
         requirements for "performance-based compensation" within the meaning of
         Section 162(m)(4)(C) of the Code, or any successor provision thereto.

         2. Section 6.5(b) of the 1997 Plan shall be amended by deleting the
third sentence thereof.

         3. Unless otherwise specifically defined herein, all capitalized terms
used herein shall have the respective meanings ascribed to such terms in the
1997 Plan.

         4. Except as amended hereby, the 1997 Plan shall remain in full force
and effect, without change or modification.


                                     BY ORDER OF THE BOARD OF DIRECTORS
                                     OF FINLAY ENTERPRISES, INC.