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) April 3013, 2010

Finlay Enterprises, Inc.

(Exact name of registrant as specified in its charter)

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

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

Registrant’s telephone number, including area code (212-) 661-7803

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:

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)

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

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

1Item 4.01. Changes in Registrant’s Certifying Accountant

~~Item7~~(i) On April 13, 2010, Eisner LLP (“Eisner”) resigned as the independent registered public accounting firm for Finlay Enterprises, Inc.01 (the “Registrant”) and a wholly-owned subsidiary of the Registrant, Finlay Fine Jewelry Corporation (together with the Registrant, the “Debtors”). The ~~Regulation~~last audit FDreport ~~Disclosure~~that Eisner issued in relation to the Debtors’ financial statements related to the Registrant’s consolidated financial statements for the fiscal year ended January 31, 2009. Eisner did not issue a report in relation to the Registrant’s fiscal year ended January 30, 2010 or any interim period after the fiscal year ended January 31, 2009.

~~On April 30, 2010, Finlay Enterprises, Inc.~~ (~~the “Registrant”~~ii) Eisner’s ~~and~~audit areports ~~wholly-owned~~on ~~subsidiary of~~ the Registrant,’s ~~Finlay~~consolidated ~~Fine~~financial ~~Jewelry~~statements ~~Corporation (together with the Registrant, the “Debtors”) filed their unaudited monthly operating report~~ for the fiscal ~~month~~years ended ~~April 3~~January 31, ~~2010~~2009 ~~(the~~and ~~“Monthly Operating~~February ~~Report”)~~2, ~~with~~2008 ~~the~~did ~~United~~not ~~States~~contain ~~Bankruptcy~~an adverse ~~Court~~opinion ~~for~~or ~~the Southern~~a ~~District~~disclaimer of ~~New York (the “Bankruptcy Court”) (In re Finlay Enterprises Inc.~~opinion, ~~Case~~nor ~~No.~~were ~~09-14873~~they ~~(JMP)).~~qualified Aor ~~copy of the~~modified ~~Monthly~~as ~~Operating~~to ~~Report~~uncertainty, isaudit ~~contained~~scope inor ~~the~~accounting ~~attached~~principles, ~~Exhibit~~except ~~99.1 and is~~as ~~incorporated herein by reference.~~follows:

~~Cautionary~~Eisner’s ~~Statement~~audit ~~Regarding~~report ~~Financial~~on ~~and~~the ~~Operating~~Registrant’s ~~Data~~consolidated financial statements for the fiscal year ended January 31, 2009 included the following statement:

~~The~~“We have ~~Registrant~~audited ~~cautions~~the ~~investors~~accompanying ~~and~~consolidated ~~potential~~balance ~~investors~~sheets ~~not~~of toFinlay ~~place~~Enterprises, ~~undue~~Inc. ~~reliance~~and ~~upon~~subsidiaries (the ~~information~~“Company”) ~~contained~~as inof January 31, 2009 and February 2, 2008, and the ~~Monthly~~related ~~Operating~~consolidated ~~Report~~statements of operations, ~~which~~changes in ~~was~~stockholders’ ~~not~~equity ~~prepared~~and comprehensive loss, and cash flows for the ~~purpose~~years ofthen ended…As ~~providing~~more fully described in Note 1, the ~~basis~~Company ~~for~~has anincurred ~~investment~~a significant ~~decision~~operating ~~relating~~loss toin ~~any~~2008, and as a result of current economic conditions has implemented a strategic plan to significantly reduce the ~~securities~~size of ~~the~~its ~~Registrant~~business. Further, ~~The~~as ~~Monthly Operating~~described ~~Report~~in Note 1, the Company’s line of credit has been ~~prepared~~reduced and ~~solely~~the ~~for~~net proceeds from the ~~purpose~~liquidation of ~~complying~~inventory ~~with~~are to be used to repay the outstanding balance under the line by its maturity date in February ~~Operating~~2010. In connection therewith, the Company was required to achieve ~~Guidelines~~certain weekly targeted percentages of sales and ~~Reporting~~cash ~~Requirements~~receipts ~~for~~and ~~Debtors~~cash disbursements as set forth in ~~Possession~~their ~~and~~operating ~~Trustees~~plan which have not been ~~(Revised~~met. As ~~2/1/08)~~a ~~established~~result bythereof, the ~~Office~~lender ofis no longer obligated to permit the ~~United~~Company ~~States~~to ~~Trustee~~borrow ~~for~~under the ~~Southern~~ ~~District~~line and may accelerate payment of ~~New~~the outstanding ~~York~~balance. Further, inthe ~~accordance~~Company ~~with~~presently 28does Unot have a credit facility to replace its existing credit line.~~S.C.~~ §These ~~586(~~conditions raise substantial doubt about the Company’s ability to continue as a~~)(3)~~ going concern. ~~The~~Management’s ~~Monthly~~plans ~~Operating~~concerning ~~Reports~~these ismatters ~~limited~~are also described in ~~scope~~Note ~~and~~1. ~~only~~The financial ~~covers~~statements ado ~~limited~~not ~~time~~include any adjustments that might result from the ~~period~~outcome of this uncertainty.”

~~The~~(iii) Eisner’s ~~financial~~resignation ~~statements~~was ~~in the Monthly Operating Report were~~ not ~~audited~~recommended or ~~reviewed~~ approved by ~~independent~~the ~~accountants~~Board ~~and~~of ~~were~~Directors ~~not~~of ~~prepared~~the Registrant inor ~~accordance~~any ~~with accounting~~audit ~~principles~~or ~~generally~~similar ~~accepted~~committee inof the ~~United~~Board ~~States~~ of ~~America~~Directors ~~(GAAP). The Monthly Operating Report presents condensed financial information~~ of the ~~Debtors~~Registrant.

~~There~~(iv) During ~~can be no assurance that, from~~ the ~~perspective of an investor or potential investor in the~~ Registrant’s ~~securities,~~two ~~the~~most ~~Monthly~~recent ~~Operating~~fiscal ~~Report~~years ~~is complete.~~for ~~The~~which ~~Monthly~~Eisner ~~Operating~~issued ~~Report~~an ~~may~~audit report ~~be subject to future adjustment~~ and ~~reconciliation.~~ ~~The~~any ~~Monthly~~subsequent ~~Operating~~interim ~~Report~~period ~~also~~preceding ~~contains~~Eisner’s ~~information~~resignation, ~~for~~there ~~periods~~was ~~which~~no ~~are~~disagreement ~~shorter~~between orthe ~~otherwise~~Registrant ~~different~~and ~~from~~Eisner ~~those~~on ~~required~~any inmatter ~~the~~of ~~Registrant’s~~accounting ~~reports~~principles ~~pursuant~~or topractices, ~~the~~financial ~~Securities~~statement ~~Exchange Act of 1934~~disclosure, asor ~~amended~~auditing ~~(the~~scope ~~“Exchange Act”),~~ and ~~such~~procedures ~~information~~which, ~~might~~if not beresolved ~~indicative~~to of the ~~Registrant’s financial~~satisfaction ~~condition~~of orEisner, ~~operating results for the period that~~ would ~~be reflected~~ inhave ~~the~~caused ~~Registrant’s~~it ~~financial~~to ~~statements~~make orreference into ~~its~~the ~~reports~~subject ~~pursuant~~matter toof the ~~Exchange~~ ~~Act.~~disagreement ~~The~~in connection ~~information~~with ~~set~~its ~~forth~~reports inon the ~~Monthly~~Registrant’s ~~Operating~~consolidated ~~Report should~~financial ~~not~~statements befor ~~viewed~~such asfiscal ~~indicative~~years ofand ~~future~~any ~~results~~subsequent interim period.

~~The~~(v) During ~~Monthly Operating Report and additional information about~~ the Registrant’s ~~filing~~ ~~under~~two ~~chapter~~most 11recent offiscal ~~title~~years 11for ofwhich ~~the~~Eisner ~~United~~issued ~~States~~an ~~Code, including access~~audit toreport ~~court documents~~ and ~~other~~any ~~general~~subsequent ~~information~~interim ~~about~~period ~~the~~preceding ~~chapter~~Eisner’s ~~11 cases~~resignation, ~~are~~there ~~available~~were ~~online~~no at“reportable ~~the~~events”, ~~Registrant’s case administration website located at http://chapter11.epiqsystems.com/finlay.~~

Limitation on Incorporation by Reference

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 is being furnished for informational purposes only and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing. The filing of this Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by Regulation FD.

as such term is defined in Item 304(a)(1)(v) of Regulation S-K of the Securities and Exchange Commission (the “Commission”).

(vi) The Registrant provided Eisner with a copy of the foregoing disclosure on May 5, 2010 and requested that Eisner furnish the Registrant with a letter addressed to the Commission stating whether Eisner agrees with the statements made above. A copy of this letter is attached as Exhibit 16.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number		Description
99.1		Finlay Enterprises, Inc. Monthly Operating Report for the fiscal month ended April 3, 2010, filed with the United States Bankruptcy Court for the Southern District of New York.
16.1		Letter from Eisner dated May 6, 2010 addressed to the Securities and Exchange Commission.

Forward-Looking Statements

This Form 8-K may contain “forward-looking statements” which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “will,” “expects,” “believes”, “may” and similar expressions are used to identify these forward-looking statements. Such forward-looking statements are based on the Registrant’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 the Registrant’s filings with the Securities and Exchange Commission. Factors that could cause actual results to differ materially from those projected in such forward-looking statements include, without limitation: (i) the Registrant’s ability to obtain court approval with respect to motions in the chapter 11 proceedings; (ii) Bankruptcy Court rulings in the chapter 11 cases and the outcome of the proceedings in general; (iii) risks associated with third party motions in the chapter 11 proceedings, and (iv) the impact of uncertainties of litigation as well as other risks described under “Risk Factors” and elsewhere in the Registrant’s Annual Report on Form 10-K and subsequent filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Registrant undertakes 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 Form 8-K does not constitute an admission by the Registrant or any other person that the events or circumstances described in such statement are material.

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: April 30, 2010
Date: May 6, 2010
	By:	/s/ Bruce E. Zurlnick
		Bruce E. Zurlnick
		Senior Vice President, Treasurer and Chief Financial Officer

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