UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported)   March 1, 2005
                                                 -------------------------------

                            Finlay Enterprises, Inc.
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             (Exact name of registrant as specified in its charter)


          Delaware                     0-25716                   13-3492802
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(State or other jurisdiction         (Commission                (IRS Employer
 of incorporation)                   File Number)            Identification No.)



529 Fifth Avenue, New York, New York                                       10017
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(Address of principal executive offices)                              (Zip Code)


Registrant's telephone number, including area code   (212) 808-2800
                                                   -----------------------------

                                 Not Applicable
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          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

    [ ] Written communications pursuant to Rule 425 under the Securities Act
        (17 CFR 230.425)

    [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
        CFR 240.14a-12)

    [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
        Exchange Act (17 CFR 240.14d-2(b))

    [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
        Exchange Act (17 CFR 240.13e-4(c))







ITEM 8.01    OTHER EVENTS.


         On March 1, 2005, Finlay Enterprises, Inc. (the "Registrant"), issued a
press release announcing that the Registrant is in discussions regarding a
possible acquisition of Carlyle & Co. Jewelers, a privately-owned regional chain
of 32 jewelry stores. A copy of the press release is attached as Exhibit 99.1 to
this Current Report on Form 8-K.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.

         (c) Exhibits.

             EXHIBIT NO.          DESCRIPTION
             -----------          -----------
             99.1                 Finlay Enterprises, Inc. press release dated
                                  March 1, 2005








                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                  FINLAY ENTERPRISES, INC.



Date:  March 2, 2005              By: /s/ Bruce E. Zurlnick
                                      -----------------------------------------
                                      Bruce E. Zurlnick
                                      Senior Vice President, Treasurer and Chief
                                      Financial Officer








CONTACT: Bruce Zurlnick                     Leigh Parish/Melissa Myron
         Senior Vice President and          Media Contact: Melissa Merrill
         Chief Financial Officer            Financial Dynamics
         Finlay Enterprises, Inc.           (212) 850-5600
         (212) 808-2800


FOR IMMEDIATE RELEASE

              FINLAY ENTERPRISES IN DISCUSSIONS TO ACQUIRE PRIVATE
                              RETAIL JEWELRY CHAIN

NEW YORK, NY, MARCH 1, 2005 -- FINLAY ENTERPRISES, INC. (NASDAQ: FNLY) announced
today it is in advanced discussions regarding a possible acquisition of Carlyle
& Co. Jewelers. Carlyle is a privately-owned regional chain, located primarily
in the southeastern United States, with 32 jewelry stores and annual sales of
approximately $80 million. Finlay is presently engaged in its due diligence
review of Carlyle.

The acquisition is subject to negotiation and execution of a definitive merger
agreement that will include various closing conditions. There can be no
assurances that these conditions will be satisfied, or that consummation of this
transaction will occur.

Arthur E. Reiner, Chairman and Chief Executive Officer of Finlay Enterprises,
Inc., commented, "As we have stated in the past, reviewing acquisition
candidates is part of our strategy to grow and diversify our business. We
believe a business such as Carlyle would complement our existing operations."

Finlay Enterprises, Inc., through its wholly-owned subsidiary, Finlay Fine
Jewelry Corporation, is one of the leading retailers of fine jewelry and the
largest operator of licensed fine jewelry departments in department stores
throughout the United States. The number of locations at the end of fiscal 2004
totaled 962.

This release may contain forward-looking statements, which are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Such forward-looking statements are based on Finlay's current expectations
and beliefs, are not a guarantee of future performance and involve known and
unknown risks, uncertainties and other factors. Actual results, performances or
achievements may differ materially from those contained in, or implied by, these
forward-looking statements, depending upon a variety of factors including, in
particular, the risks and uncertainties described in Finlay's filings with the
Securities and Exchange Commission, and the ability to execute a definitive
merger agreement, consummate the proposed merger transaction and integrate the
companies. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. We undertake
no obligation to release publicly any revisions to these forward looking
statements that may be made to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events. The inclusion of
any statement in this release does not constitute an admission by Finlay or any
other person that the events or circumstances described in such statement are
material.


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