UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 11, 2006

WHITEHALL JEWELLERS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction
of Incorporation) 1-15615
(Commission File
Number) 36-1433610
(IRS Employer Identification No.)

155 North Wacker Drive, Suite 500, Chicago, Illinois
(Address of Principal Executive Offices) 60606
(Zip Code)

Registrant’s Telephone Number, Including Area Code: 312-782-6800

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

     On January 11, 2006, Whitehall Jewellers, Inc. (the “Company”) issued a press release relating to the revised tender offer by Newcastle Partners, L.P. (“Newcastle”). A copy of the press release is filed as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financing Statements and Exhibits

Exhibit No.	Document
99.1	Press Release dated January 11, 2006

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WHITEHALL JEWELLERS, INC.                     (Registrant)
By:	/s/ JOHN R. DESJARDINS
	John R. Desjardins
	Executive Vice President and Chief Financial Officer

Date: January 11, 2005.

EXHIBIT INDEX

Exhibit No.	Document
99.1	Press Release dated January 11, 2006