SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MAGRINI JOYCE MANNING (Last) (First) (Middle) C/O FINLAY ENTERPRISES, INC. LEGAL DEPT. 529 FIFTH AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FINLAY ENTERPRISES INC /DE [ FNLY ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) See Remarks
	3. Date of Earliest Transaction (Month/Day/Year) 04/25/2007
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/25/2007		M		2,305	A	$0	12,622(1)	D
Common Stock	04/25/2007		M		2,305	A	$0	14,927(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Units	$0(4)	04/25/2007		A		8,674		(2)	(2)	Common Stock	8,674	$5.8152	16,403(5)	D
Phantom Stock Units	$0(4)	04/25/2007		A		8,674		(3)	(3)	Common Stock	8,674	$0	16,403(6)	D
Phantom Stock Units	$0(4)	04/25/2007		M			2,305	(7)	(7)	Common Stock	2,305	$18.7063	14,098(9)	D
Phantom Stock Units	$0(4)	04/25/2007		M			2,305	(8)	(8)	Common Stock	2,305	$0	14,098(10)	D

Explanation of Responses:

1. Includes 2,500 shares to be issued to the Reporting Person on September 30, 2007 and 5,000 shares to be issued to the Reporting Person on April 30, 2008 (or an earlier vesting date under certain circumstances) provided the Reporting Person is at such time employed by the Issuer.

2. Phantom stock units were credited to an account for the Reporting Person under the Issuer's Executive Deferred Compensation and Stock Purchase Plan approved by stockholders in June 2003 (the "Executive Plan") in connection with the deferral of a portion of the Reporting Person's annual bonus. These units are fully vested at all times. Generally, in accordance with the Executive Plan, the Reporting Person will receive one share of Common Stock for each such unit as soon as practicable following the earlier of: (i) termination of his employment or (ii) the expiration of the three-year deferral period elected by the Reporting Person (as such period may be amended).

3. Phantom stock units were credited to an account for the Reporting Person, through matching by the Issuer, under the Executive Plan. These matching units will generally vest on the third anniversary of the transaction date. Generally, for each matching unit, the Reporting Person will receive one share of Common Stock as soon as practicable following the earlier of: (i) termination of his employment or (ii) the expiration of the deferral period.

4. Each phantom stock unit converts to common stock on a one-for-one basis.

5. Includes 7,729 phantom stock units credited to an account for the Reporting Person under the Executive Plan.

6. Includes 7,729 phantom stock units credited to an account for the Reporting Person, through matching by the Issuer, under the Executive Plan.

7. These phantom stock units were credited to an account for the Reporting Person, under the Executive Plan in connection with the deferral of a portion of the Reporting Person's annual bonus on April 23, 2004. These phantom stock units were fully vested on the transaction date. Pursuant to the Reporting Person's three-year deferral period, the phantom stock units became payable on April 25, 2007.

8. These phantom stock units were credited to an account for the Reporting Person, under the Executive Plan, through matching by the Issuer, in connection with the deferral of a portion of the Reporting Person's annual bonus on April 23, 2004. These phantom stock units vested on the three-year anniversary of the transaction date. Pursuant to the Reporting Person's three-year deferral period, the phantom stock units became payable on April 25, 2007.

9. Phantom stock units previously credited to an account for the Reporting Person under the Executive Plan.

10. Phantom stock units previously credited to an account for the Reporting Person, through matching by the Issuer, under the Executive Plan.

Remarks:

Remarks: Executive Vice President - Administration of Finlay Fine Jewelry Corporation

	/s/ Bonni G. Davis, Attorney-in-Fact for Joyce Manning Magrini	04/27/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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