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): February 3, 2005

                            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 Conditions.

         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 February 3, 2005, the Company issued a press release announcing
sales for the fourth quarter ended January 31, 2005. A copy of this press
release is attached hereto as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits.

(c)  Exhibits.

         The following exhibit is furnished herewith as noted below.

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

         99.1              Press Release dated February 3, 2005 announcing sales
                           for the fourth quarter ended January 31, 2005.





                                            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:  February 3, 2005




                                  EXHIBIT INDEX


         The following exhibit is furnished herewith as noted below.

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

         99.1              Press Release dated February 3, 2005 announcing sales
                           for the fourth quarter ended January 31, 2005.