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)  May 24, 2006
                                                 -------------------------------

                         Finlay Fine Jewelry Corporation
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             (Exact name of registrant as specified in its charter)


         Delaware                    33-59380                 13-3287757
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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))

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*    The Registrant is not subject to the filing requirements of Section 13 or
     15(d) of the Securities Exchange Act of 1934 and is voluntarily filing this
     Current Report on Form 8-K.



ITEM 8.01 OTHER EVENTS.

     On May 24, 2006, Finlay Enterprises, Inc. ("Finlay Enterprises"), the
parent of Finlay Fine Jewelry Corporation (the "Registrant"), issued a press
release to announce that the Registrant signed a three-year extension of its
agreement with Bloomingdale's, Inc., a wholly-owned subsidiary of Federated
Department Stores, Inc. The amended agreement extends the current contract
expiration date from February 3, 2007 to January 30, 2010 while maintaining the
current rent provisions. 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
                          May 24, 2006.




                                   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 FINE JEWELRY CORPORATION



Date:  May 24, 2006                By:  /s/ Bruce E. Zurlnick
                                        ----------------------------------------
                                        Bruce E. Zurlnick
                                        Senior Vice President, Treasurer and
                                        Chief Financial Officer