March 2, 2006

Via U.S. Mail

Jonathan Duskin
Prentice Capital Management, LP
623 Fifth Avenue
32nd Floor
New York, New York  10022

RE: 	Whitehall Jewellers, Inc.
	Amendment No. 1 to Schedule 13E-3 and Schedule TO-T filed
February 22, 	2006 by Prentice Capital Management, LP, et al.
	File No. 005-46037

Dear Mr. 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 13E-3/Schedule TO-T
1. We note your revisions and response to prior comment 12.
Specifically, we note your indication that the "Purchaser Group
neither considered nor deemed relevant the going concern and
liquidation values of Common Stock because the Purchaser Group
believed that factors related to historical market price, past
performance and book value were more relevant to a determination
of
fairness."  Please revise to disclose why going concern and
liquidation values were not deemed relevant on their own, as
opposed
to as compared to historical market prices, past performance and
book
value of the of the Common Stock.

Exhibit (a)(1)(ii) - Letter of Transmittal
2. We note your response to prior comment 29, however, it appears
that
you have addressed only the latter portion of our comment as it
relates to waiver of conditions.  We object to your indication
that
"the conditions of the Offer may be waived, in whole or in part,
by
the Purchaser, in its sole discretion, at any time and from time
to
time in the case of any Shares tendered..." as it implies that you
might be able to waive a condition as to some shareholders, as
opposed
to all shareholders.  Please revise accordingly.

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.
      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 at (212) 593-5955:

Marc Weingarten, Esq.
Robert Goldstein, Esq.
Schulte Roth & Zabel LLP

Whitehall Jewellers, Inc.
March 2, 2006
Page 1



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

         DIVISION OF
CORPORATION FINANCE