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                                                                   EXHIBIT 10.14
                              AMENDMENT NUMBER ONE
                                       TO
                           MARKS BROS. JEWELERS, INC.
                  1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

                  WHEREAS, Whitehall Jewellers, Inc., a Delaware corporation
(the "Company"), formerly known as Marks Bros. Jewelers, Inc., has adopted and
maintains a stock option plan for the benefit of certain non-employee directors
titled the "Marks Bros. Jewelers, Inc. 1998 Non-Employee Director Stock Option
Plan" (the "Plan"); and

                  WHEREAS, the Company desires to amend the Plan to reflect the
change in the Company's name;

                  NOW, THEREFORE, pursuant to the power of amendment contained
in Section 3.2 of the Plan, the Plan is hereby amended effective as of January
20, 1999, as follows:

                  1. The Plan is hereby renamed the "Whitehall Jewellers, Inc.
1998 Non-Employee Director Stock Option Plan" and all references to the title of
the Plan contained therein are hereby amended to reflect the change in the
Plan's name.

                  2. Section 1.1 of the Plan is hereby amended by substituting
the name "Whitehall Jewellers, Inc." for the name "Marks Bros. Jewelers, Inc."
as it appears therein and all other





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references to "Marks Bros. Jewelers, Inc." contained in the Plan are hereby
changed to "Whitehall Jewellers, Inc.".

                  IN WITNESS WHEREOF, the Company has caused this instrument to
be executed by its Chairman and attested by its Secretary on this 26th day of
January, 1999.


                                             WHITEHALL JEWELLERS, INC.


                                             By:  /s/ Hugh M. Patinkin    
                                                 ------------------------------
                                                            Chairman



ATTEST:


    /s/ John R. Desjardins       
- ------------------------------
          Secretary











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