FINLAY FINE JEWELRY CORP
LETTER
<DOCUMENT>
<TYPE>EX-10.22(B)
<SEQUENCE>4
<FILENAME>file003.txt
<DESCRIPTION>LETTER
<TEXT>
<PAGE>

                                                                EXHIBIT 10.22(b)


                    THE DAVID AND SHEILA CORNSTEIN FOUNDATION
                             c/o DAVID B. CORNSTEIN
                             Pinnacle Advisors, Ltd.
                                529 Fifth Avenue
                              New York, N.Y. 10017
                                 (212) 382-7473



                                  March 8, 2004


Finlay Enterprises, Inc.
529 Fifth Avenue
New York, NY 10017

Re:      Sale of Shares of Common Stock of Finlay Enterprises, Inc.

Gentlemen:

         This letter confirms the agreement of The David and Sheila Cornstein
Foundation (the "Foundation") to sell to Finlay Enterprises, Inc. (the
"Company") an aggregate of 10,000 shares of the common stock of the Company (the
"Shares"), on the terms set forth herein.

         1. Simultaneously with the execution and delivery of this Agreement,
(i) the Company shall purchase from the Foundation, and the Foundation shall
sell to the Company, the Shares at a price of $16.25 per share, or an aggregate
price of $162,500 (the "Purchase Price"), and (ii) the Company shall deliver to
the Foundation the Purchase Price by wire transfer to an account designated by
the Foundation and the Foundation will either DWAC the Shares to the Company or
deliver to the Company one or more stock certificates representing the Shares,
with stock powers duly endorsed in blank attached thereto.

         2. The Foundation represents and warrants to the Company that (a) the
Shares are owned by the Foundation, (b) the Shares are being sold free and clear
of all encumbrances and liens of any kind whatsoever other than any restrictions
imposed by Federal and state securities law, (c) the Foundation is authorized to
enter into this Agreement and to consummate the transactions contemplated hereby
and (d) the Foundation is fully familiar with the financial condition of the
Company and has had an adequate opportunity to ask and have answered questions
regarding the financial and business conditions of the Company.

         3. The Company represents that as of the date of its execution of this
agreement, all necessary corporate actions will have been taken to authorize the
transaction contemplated herein.

         4. This Agreement shall be governed by the laws of the State of New
York and may not be modified except by a writing executed by the parties hereto.



<PAGE>

         Please confirm your agreement to the foregoing by executing the
enclosed copy of this letter where indicated.

                                                Very truly yours,

                                                THE DAVID AND SHEILA CORNSTEIN
                                                FOUNDATION


                                                By: /s/ David B. Cornstein
                                                    ---------------------------
                                                    David B. Cornstein
                                                    Trustee





Accepted And Agreed To:

FINLAY ENTERPRISES, INC.


By  /s/ Bruce E. Zurlnick
    ------------------------------
    Name: Bruce E. Zurlnick
    Title: Chief Financial Officer


</TEXT>
</DOCUMENT>
