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): November 23, 2004

                            WHITEHALL JEWELLERS, INC.
             (Exact name of Registrant as Specified in Its Charter)


          Delaware                       0-028176                 36-1433610
(State or Other Jurisdiction           (Commission              (IRS Employer
      of Incorporation)                File Number)          Identification No.)


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

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

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

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

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


Item 2.02. Results of Operations and Financial Condition.

         The information in this Form 8-K and the Exhibit attached hereto shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, except as shall be expressly set forth
by specific reference in such filing.

         On November 23, 2004, the Company issued a press release reporting
financial results for the third quarter ended October 31, 2004. A copy of this
press release is attached hereto as Exhibit 99.1.




                                   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:  November 23, 2004



                                  EXHIBIT INDEX

           The following exhibit is furnished herewith as noted below.

       Exhibit No.           Exhibit

       99.1                  Press Release dated November 23, 2004
                             reporting financial results for the third quarter
                             ended October 31, 2004.