CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934*

Not Applicable
(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):

*	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.

On November 12, 2007, Finlay Enterprises, Inc. (“Finlay Enterprises”), the parent of Finlay Fine Jewelry Corporation (“Finlay Jewelry”) entered into an agreement with certain stockholders of Finlay Enterprises to terminate the (i) Registration Rights Agreement, dated as of May 26, 1993, by and among Finlay Enterprises and the stockholders party thereto, as amended by the Omnibus Amendment to Registration Rights and Stockholders’ Agreements dated as of October 15, 1997 (the “Omnibus Amendment”) (as amended, the “Amended Registration Rights Agreement”), and (ii) Amended and Restated Stockholders’ Agreement, dated as of March 6, 1995, by and among Finlay Enterprises and the stockholders party thereto, as amended by the Omnibus Amendment (as amended, the “Amended Restated Stockholders’ Agreement”).

The Omnibus Agreement to Terminate the Registration Rights Agreement and Stockholders’ Agreement, dated November 12, 2007 (the “Termination Agreement”), was executed by David B. Cornstein and Arthur E. Reiner on behalf of the Management Stockholders (as defined below). Mr. Cornstein is a director of Finlay Enterprises and of Finlay Jewelry. Mr. Reiner is a director and executive officer of both Finlay Enterprises and Finlay Jewelry. The other Management Stockholders are officers of Finlay Enterprises, Finlay Jewelry or its subsidiaries.

The Amended Registration Rights Agreement had granted certain registration rights to certain members of management of Finlay Enterprises (the “Management Stockholders”) and other investors. Management Stockholders were permitted to demand registration of Finlay Enterprises’ common stock under certain circumstances and, if Finlay Enterprises proposed to register shares of its common stock, then each party to the Amended Registration Rights Agreement would have had the right, subject to certain restrictions, priorities and exceptions, to request that Finlay Enterprises register its shares of common stock in connection with such registration. The parties also agreed to indemnify each other for certain liabilities in connection with any registration of shares subject to the Amended Registration Rights Agreement. The Amended Restated Stockholders’ Agreement had set forth certain rights and obligations of certain Management Stockholders, directors and employees with respect to corporate governance of Finlay Enterprises and Finlay Enterprises’ common stock (including certain ‘‘come along’’ and ‘‘take along’’ rights relating to sales of Finlay Enterprises’ common stock). The Amended Restated Stockholders’ Agreement also provided that the parties thereto were required to vote their shares in favor of certain directors nominated by Mr. Cornstein and Mr. Reiner.

The summary of the Termination Agreement set forth in this report is qualified in its entirety by reference to the Termination Agreement, which is filed as Exhibit 4.2(c) to this report and is incorporated herein by reference.

Exhibit No.		Description
4.2(c)		Omnibus Agreement to Terminate Registration Rights Agreement and Stockholders’ Agreement dated November 12, 2007, among Finlay Enterprises and David B. Cornstein and Arthur E. Reiner on behalf of certain stockholders

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: November 16, 2007	By:	/s/ Bruce E. Zurlnick
		Bruce E. Zurlnick
		Senior Vice President, Treasurer and Chief Financial Officer


33-59380 (Commission File Number)		13-3287757 (IRS Employer Identification No.)

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

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

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

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