December 2004

                            FINLAY ENTERPRISES, INC.
                       CODE OF BUSINESS CONDUCT AND ETHICS

I.       INTRODUCTION

         The Company's good name, reputation and growth are the cumulative
product of the conduct and competence of our employees over the years, for the
character of a business can never really be different from the character and
principles of its people. Since the preservation of our Company's reputation is
fundamental to the continued well-being of our business, each of us has a
personal responsibility to make sure that his or her conduct is true to that
objective.

         This Code reflects our commitment to requiring the highest standards of
professional and ethical conduct from our employees and to fostering a culture
of honesty, integrity and accountability. This Code outlines the basic
principles and policies with which all employees are expected to comply. PLEASE
READ THIS CODE CAREFULLY.

         In addition to following this Code in all aspects of your business
activities, you are expected to seek guidance in any case where there is a
question about compliance with both the letter and spirit of our policies and
applicable laws. This Code sets forth general principles and does not supersede
the specific policies and procedures that are covered in the Company's handbook
or in separate specific policies statements, such as the Securities Trading
Policy. Reference in this Code of Ethics to the Company, means the Company or
any of its or their subsidiaries.

         Our ability to meet the challenges of the future will depend in large
measure on your support of this Code and our collective ability to abide by the
spirit of its mandate.

II.      CONFLICTS OF INTEREST

         A conflict of interest occurs when an individual's private interest
interferes, or appears to interfere, in any way with the interests of the
Company. A conflict situation can arise when an employee takes actions or has
interests that may make it difficult to perform his or her work effectively.
Conflicts of interest also arise when an employee, officer or director, or a
member of his or her household receives improper personal benefits as a result
of his or her position in the Company.





Loans or guarantees of obligations for such persons are likely to pose conflicts
of interest, as are transactions of any kind between the Company and any other
organization in which an employee or any member of his or her household has an
interest.

         Activities that could give rise to conflicts of interest are prohibited
unless specifically approved in advance by the Audit Committee of the Board of
Directors. It is not always easy to determine whether a conflict of interest
exists, so any potential conflicts of interest must be reported immediately to
senior management or the Company's General Counsel.

III.     CORPORATE OPPORTUNITIES

         Employees, officers and directors are prohibited from taking for
themselves personally opportunities that arise through the use of corporate
property, information or position and from using corporate property, information
or position for personal gain. Employees, officers and directors are also
prohibited from competing with the Company.

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