Mail Stop 3628

						December 13, 2005

By Facsimile (312) 853-7063
John Sabl, Esq.
Sidley Austin Brown & Wood LLP
One South Dearborn Street
Chicago, Illinois 60603
(312) 853-7000

Re:  	Whitehall Jewellers, Inc.
	DEFA14A,  file no. 001-15615, filed December 07, 2005

Dear Mr. Sabl:

	We have the following comment on the above-referenced filing.
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 on any other aspect
of our review.  Feel free to call us at the telephone numbers listed
at the end of this letter.

Exhibit 99.1
Factors That May Affect Operating Results; Forward-Looking
Statements, page iii

1. The safe harbor for forward-looking statements in the Private
Securities Litigation Reform Act of 1995 does not by its terms
apply to statements made in connection with a tender offer. See Section
27A(b)(2)(C) of the Securities Act of 1933 and Section
21E(b)(2)(C) of the Securities Exchange Act of 1934. Therefore, your reference
to the defined term "forward-looking statements" within the meaning
of the federal securities laws is inappropriate. Please delete the
reference or add language clarifying that the safe harbor for
forward looking statements provided in the Reform Act is not available for
statements made in connection with a tender offer.

Closing Comments

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

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

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

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

* the company 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.

      As appropriate, please amend your document in response to
these comments.  You may wish to provide us with marked copies of the
amendment, if required, 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 file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to our comments.

      Please direct any questions to me at (202) 551-3257.  You
may also contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code:  20549-3628.

         					Very truly yours,


					      Celeste M. Murphy
						Special Counsel
						Office of Mergers and Acquisitions