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Sidley
Austin Brown & Wood llp

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787 Seventh Avenue

New York, New York 10019

Telephone 212 839 5300

Facsimile 212 839 5599

www.sidley.com

Founded 1866

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WASHINGTON, D.C.

    WRITER’S DIRECT NUMBER

(212) 839-8768

    WRITER’S E-MAIL ADDRESS

lczepiel@sidley.com

December 21, 2005

BY EDGAR AND FEDERAL EXPRESS

Ms. Celeste M. Murphy

Room 3628

Building SP

Division of Corporation Finance — Office of Mergers and Acquisitions

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

    Re:

    Whitehall Jewellers, Inc.

    File No. 001-15615, filed December 7, 2005

Dear Ms. Murphy:

     On behalf of our client, Whitehall Jewellers, Inc. (the “Company”), we are responding to the
letter dated December 13, 2005 (the “Comment Letter”) from you to the Company. Set forth below are
the responses to the comments set forth in the Comment Letter. If you have any further questions
or comments or seek any additional information, we would be grateful for the opportunity to discuss
the same in a telephone conference at your earliest convenience.

Exhibit 99.1

Factors That May Affect Operating Results; Forward Looking Statements, page iii

     The language relating to the safe harbor for forward-looking statements under the Private
Securities Litigation Reform Act of 1995 which was included in Exhibit 99.1 of the filing to which
the Comment Letter relates (File No. 001-15615, filed December 7, 2005) will not be
included with respect to any statements made in connection with a tender offer in any future
filings made by the Company with the Securities and Exchange Commission (the “Commission”).

Closing Comments

     Attached
as Exhibit A please find the Company’s acknowledgement to
the accuracy and adequacy of the disclosure.

SIDLEY
AUSTIN BROWN & WOOD LLP IS A LIMITED LIABILITY PARTNERSHIP

PRACTICING IN AFFILIATION WITH OTHER SIDLEY AUSTIN BROWN & WOOD
PARTNERSHIPS

     Please direct any questions or further communications relating to the above to the undersigned
at (212) 839-8768 or, alternatively, my partner John Sabl at (312) 853-7437. Thank you.

     Very truly yours,

/s/ Lori Anne Czepiel

Lori Anne Czepiel

    cc:

    Jean FitzSimon

    Whitehall Jewellers, Inc.

    John Sabl

    Sidley Austin Brown & Wood LLP

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EXHIBIT A

Whitehall Jewellers, Inc.

155 North Wacker Drive, Suite 500

Chicago, Illinois 60606

    Re:

    Whitehall Jewellers, Inc.

File No. 001-15615, filed December 7, 2005

Ladies and Gentleman:

     I, John Desjardins, as the Executive Vice President and Chief Financial Officer of Whitehall
Jewellers, Inc. (“Whitehall”), am delivering this letter at the request of the Securities and
Exchange Commission (the “SEC”) in its letter dated December 13, 2005. Whitehall has authorized me
to deliver such letter and to acknowledge the following on its behalf, in connection with the
filing with the SEC of File No. 001-15615, filed on December 7, 2005.

     Whitehall acknowledges that (i) Whitehall is responsible for the adequacy and accuracy of the
disclosure in its filings with the SEC; (ii) staff comments or changes to disclosure in response
to staff comments in Whitehall’s filings with the SEC reviewed by the staff do not foreclose the
SEC from taking any action with respect to Whitehall’s filings; and (iii) Whitehall may not assert
staff comments as a defense in any proceeding initiated by the SEC or any person under the federal
securities laws of the United States.

    Very truly yours,

    /s/ John Desjardins

    John Desjardins