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): January 511, 2006

WHITEHALL JEWELLERS, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware (State or Other Jurisdiction of Incorporation)		1-15615 (Commission File Number)		36-1433610 (IRS Employer Identification No.)


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

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

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

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

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

Item 8.01 Other Events.

~~Late~~On on January 511, 2006, ~~Newcastle~~Whitehall ~~Partners~~Jewellers, LInc.P. ~~filed an Amendment No. 5 to its Tender Offer Statement on Schedule TO to disclose that it had filed a complaint~~ (the “~~Complaint~~Company”) ~~with~~issued ~~the United~~a ~~States~~press ~~District~~release ~~Court for the Southern District of New York against Whitehall Jewellers,~~relating ~~Inc.~~to (the ~~“Company”)~~revised ~~and~~tender ~~Prentice~~offer ~~Capital~~by ~~Management,~~Newcastle ~~L.P. and Holtzman Opportunity Fund~~Partners, L.P. (~~the~~ “~~Investors~~Newcastle”) ~~arising in connection with various financing transactions that the Company has entered into with the Investors~~. InA ~~general,~~copy ~~the Complaint alleges that the Company and the Investors have engaged in a series~~ of ~~violations of~~ the ~~federal~~press ~~securities laws, including violations of tender~~release offer rules and regulations. For the Company specifically, the Complaint alleges the Company (i) violated Delaware corporate law by favoring the Investors for the refinancing of the Company’s credit debt, (ii) falsified its proxy statement for asserting that a majority vote is ~~sufficient~~filed ~~to approve~~as ~~the Company’s reverse stock split of its capital stock, and (iii)~~Exhibit ~~violated the federal proxy laws by failing to disclose the alleged activities of the Investors~~99.1 ~~Newcastle is seeking declaratory and injunctive relief. The Company intends~~ to ~~vigorously~~this ~~defend~~Form ~~the litigation~~8-K.

~~On January~~Item ~~10,~~9.01 ~~2006,~~Financing ~~the~~Statements ~~Company~~and ~~set a date of January 20, 2006 as the record date for the one~~Exhibits ~~for two reverse stock split to be effected in connection with the various financing transactions that the Company has entered into with the Investors.~~


Exhibit No.		Document

99.1		Press Release dated January 11, 2006

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~~JOHN R. ~~Desjardins~~DESJARDINS John R. Desjardins Executive Vice President and Chief Financial Officer

Date: January 1011, ~~2006~~2005.

EXHIBIT INDEX


Exhibit No.		Document
99.1		Press Release dated January 11, 2006

Filing Compare · WHITEHALL JEWELLERS INC