Exhibit 31.2

Certificate Pursuant to Rule 13a-14 under the Securities Exchange Act of 1934

I, John R. Desjardins, Chief Financial Officer of Whitehall Jewellers, Inc.,
certify that:

1.       I have reviewed this quarterly report on Form 10-Q/A of Whitehall
         Jewellers, Inc.;

2.       Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
         registrant and have:

                  (a)      Designed such disclosure controls and procedures, or
         caused such disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrant, including its consolidated subsidiaries, is made known to
         us by others within those entities, particularly during the period in
         which this report is being prepared;

                  (b)      [reserved]

                  (c)      Evaluated the effectiveness of the registrant's
         disclosure controls and procedures and presented in this report our
         conclusions about the effectiveness of the disclosure controls and
         procedures, as of the end of the period covered by this report based on
         such evaluation; and

                  (d)      Disclosed in this report any change in the
         registrant's internal control over financial reporting that occurred
         during the registrant's most recent fiscal quarter (the registrant's
         fourth fiscal quarter in the case of an annual report) that has
         materially affected, or is reasonably likely to materially affect, the
         registrant's internal control over financial reporting; and

5.       The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of the
         registrant's board of directors (or persons performing equivalent
         functions):

                  (a)      All significant deficiencies and material weaknesses
         in the design or operation of internal control over financial reporting
         which are reasonably likely to adversely affect the registrant's
         ability to record, process, summarize and report financial information;
         and



                  (b)      Any fraud, whether or not material, that involves
         management or other employees who have a significant role in the
         registrant's internal control over financial reporting.

Date: January 21, 2004

                                          /s/ John R. Desjardins
                                          --------------------------------
                                          Name: John R. Desjardins
                                          Executive Vice President -
                                          Chief Financial Officer and Treasurer