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): May 27, 2004

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


          Delaware                      0-028176                 36-1433610
(State or Other Jurisdiction     (Commission File Number)      (IRS Employer
      of Incorporation)                                      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)








Item 12. Results of Operations and Financial Condition.

         The information in this Item 12 and Exhibit 99.1 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 May 27, 2004, the Company issued a press release reporting financial
results for the first quarter ended April 30, 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:  May 27, 2004






                                  EXHIBIT INDEX

          The following exhibit is furnished herewith as noted below.

  Exhibit No.         Exhibit
  -----------         -------

  99.1                Press Release dated May 27, 2004 reporting financial
                      results for the first quarter ended April 30, 2004.