May 10, 2006

Via U.S. Mail

John R. Desjardins				Jonathan Duskin
Executive Vice President and 		Prentice Capital Management, LP
	Chief Financial Officer		623 Fifth Avenue
Whitehall Jewellers, Inc. 			32nd Floor
155 N. Wacker Drive, Suite 500 		New York, New York  10022
Chicago, IL  60606

RE: 	Whitehall Jewellers, Inc.
	Schedule 13E-3 filed April 21, 2006
	Schedule 14A filed April 21, 2006
	File No. 005-46037

Dear Messrs. Desjardins and Duskin:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

Schedule 14A
1. Throughout this discussion we note that the Company repeatedly
indicates that it "has no knowledge that the statements [in
various
sections of the proxy statement] are untrue or incomplete, but the
Company has not verified the accuracy or completeness of such
information."  While you may include appropriate language about
the
limits on the reliability of the information, you may not disclaim
responsibility for its accuracy.  Further, please consider
consolidating these statements into one statement as the multiple
appearances of this statement seem duplicative.

Letter to Stockholders
2. Where you refer to the percentage of ownership of shares of
common
stock held by the Investors, please quantify the amount of shares
to
which you make reference.  Here or on page i, please also quantify
the
amount of voting power, in the form of Common Shares and Class B
Shares, necessary to adopt the Merger Agreement.

Summary Term Sheet, page i
3. In an appropriate place in this discussion, please revise to
briefly provide the fairness determination made by the Purchasers.
Cautionary Statement Concerning Forward-Looking Information, page
3
4. We note your reference to Section 27A of the Private Securities
Litigation Reform Act of 1995.  We remind you that the safe harbor
protections for forward-looking statements contained in the
federal
securities laws do not apply to statements made in connection with
a
going private transaction.  See Section 27A(b)(1)(E) of the
Securities
Act of 1933 and Regulation M-A telephone interpretation M.2
available
at www.sec.gov in the July 2001 Supplement to the Division of
Corporation Finance`s Manual of Publicly Available Telephone
Interpretations.  Please remove this reference.
The Special Meeting, page 4
5. Please note that all of the information required by Item 7, 8
and 9
of Schedule 13E-3 (Items 1013, 1014 and 1015 of Regulation M-A)
must
appear in a "Special Factors" section in the front of the proxy
statement.  See Rule 13e-3(e)(1)(ii).  Consider moving the
information
that appears under this header and "The Parties" after your
discussion
of Items 7, 8 and 9 of Schedule 13E-3.
The Merger and Related Transactions, page 7
6. Please revise to ensure that you have provided a discussion of
the
effects of the merger, which should address the benefits and
detriments to each group quantified to the extent possible,
pursuant
to Item 1013(d) of Regulation M-A.

	Reasons for the Board of Directors` Recommendation; Factors
Considered, page 32
7. We note your indication that the Board of Directors did not
conduct
its own going concern analysis nor did it adopt the analysis of
Duff &
Phelps.  Please revise to discuss why as that fact may be
important
for shareholders in assessing the transaction and the company`s
fairness determination.  See Exchange Act Release 17719 (April 13,
1981).
8. On page 9, you state that the Merger is not structured so that
approval of at least a majority of unaffiliated security holders
is
required.  In an appropriate place in this discussion, please
advise
us as to how the Board was able to determine that the going
private
transaction is fair absent this safeguard.  This comment also
applies
to the fairness determination of the Purchaser Group.
	Position of the Purchaser Group as to the Fairness of the
Merger,
page 41
9. We note your disclosure on pages 42 and 43 indicating that the
Purchaser Group "believes that the Offer and the Merger are both
substantively and procedurally fair to the stockholders of
Whitehall."
Please revise your fairness determination to indicate that the
going
private transaction or, in this case, the merger is fair to
unaffiliated stockholders, as opposed to not making any
distinction as
to which group the fairness determination is being rendered or
referring to the "public" stockholders.
10. You mention that the Purchaser Group did not believe that it
was
necessary to retain their own fairness advisor "given the
Investors`
expertise and experience in the industry."  Considering a fairness
advisor would provide an assessment as to the fairness of the
transaction without any conflicts of interest, elaborate upon this
disclosure to explain why you believe that the transaction is
procedurally fair without this protection.

Source and Amount of Funds, page 51
11. It appears that Purchaser`s financing for the purchase of
Whitehall is not assured, considering it is necessary to make a
capital contribution from Prentice and Holtzman.  If financing is
not
assured, you are required to include the information required by
Item
14(c)(1) of Schedule 14A in this filing for Purchaser, including
the
required financial statements.  See Instruction 2 to Item 14 of
Schedule 14A.   Please revise or advise.

Appraisal Rights, page 52
12. Please revise to specifically indicate whether a security
holder`s
failure to vote against a proposal will constitute a waiver of his
appraisal or similar rights and whether a vote against a proposal
will
be deemed to satisfy any notice requirements under State law.  See
Item 3 of Schedule 14A.


Closing Comments
	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the filing persons are in possession
of
all facts relating to their disclosure, they are responsible for
the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide, in
writing, a statement acknowledging that:

* the filing person is responsible for the adequacy and accuracy
of
the disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the filing person may not assert staff comments as a defense in
any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.
      If you have any questions regarding our comments, please do
not
hesitate to contact me at (202) 551-3264.  You may also reach me
by
facsimile at (202) 772-9203.

Sincerely,


Mara L. Ransom
      Special Counsel
      Office of Mergers and Acquisitions

cc via facsimile:

(212) 593-5955				(212) 839-5599
Marc Weingarten, Esq.			Lori Anne Czepiel, Esq.
Robert Goldstein, Esq.  			Gabriel Saltarelli, Esq.
Schulte Roth & Zabel LLP			Sidley Austin LLP
Whitehall Jewellers, Inc.
May 10, 2006
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

         DIVISION OF
CORPORATION FINANCE