<PAGE>   1
   As filed with the Securities and Exchange Commission on September 28, 2001
                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8


                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             ---------------------
                           WHITEHALL JEWELLERS, INC.
             (Exact name of registrant as specified in its charter)

        DELAWARE                                         36-1433610
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                    155 N. WACKER DRIVE
                     CHICAGO, ILLINOIS                               60606
       (Address of principal executive offices)                    (Zip Code)

             WHITEHALL JEWELLERS, INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                               JOHN R. DESJARDINS
                            EXECUTIVE VICE PRESIDENT
                           WHITEHALL JEWELLERS, INC.
                              155 N. WACKER DRIVE
                            CHICAGO, ILLINOIS 60606
                                 (312) 782-6800
(Name, address, and telephone number, including area code, of agent for service)
                          ----------------------------


                        CALCULATION OF REGISTRATION FEE
<Table>
<Caption>

--------------------------------------------------------------------------------------------------------------------
<S>                            <C>                 <C>                      <C>                   <C>
                                                    Proposed Maximum         Proposed Maximum
 Title of Securities to be      Amount to be       Offering Price Per       Aggregate Offering        Amount of
        Registered               Registered               Share                    Price           Registration Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par      500,000 shares (1)         $8.30 (2)             $4,150,000 (2)           $1037.50
value

--------------------------------------------------------------------------------------------------------------------
Preferred Stock Purchase       500,000 rights              (3)                      (3)                  (3)
Rights
--------------------------------------------------------------------------------------------------------------------
</Table>

(1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit plan
         described herein.

(2)      Estimated solely for the purpose of calculating the registration fee
         required by Section 6(b) of the Securities Act, pursuant to Rules
         457(c) and 457(h) thereunder, the average of the high and low prices of
         the Common Stock on September 25, 2001, as reported in the consolidated
         reporting system.

(3)      Preferred Stock Purchase Rights initially are attached to and trade
         with the shares of Common Stock being registered under this
         Registration Statement. The value attributed to such Rights, if any, is
         reflected in the market price of the Common Stock.



<PAGE>   2

                                    PART II


                          INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents previously filed with the Securities and
Exchange Commission (the "Commission") by Whitehall Jewellers, Inc. (the
"Registrant") are incorporated herein by reference:

         (a) The Registrant's Annual Report on Form 10-K, as amended, for the
fiscal year ended January 31, 2001;

         (b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended April 30 and July 31, 2001;

         (c) The Registrant's Current Reports on Form 8-K filed on May 10 and
June 6, 2001; and

         (d) The description of the common stock of the Registrant, par value
$.001 per share, and the description of the preferred stock purchase rights
of the Registrant, each of which is contained in the Registrant's report on Form
8-A, dated January 12, 2000.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or by the Plan pursuant to Section 15(d) of the Exchange Act,
after the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, are deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the respective dates of filing of such documents (such
documents, and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents").

         Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4.    DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.



<PAGE>   3

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant's Restated Certificate of Incorporation, as amended, and
Amended and Restated By-laws provide for indemnification of the Registrant's
officers and directors to the fullest extent permitted by applicable law.
Section 145 of the Delaware General Corporation Law (the "DGCL") empowers a
Delaware corporation to indemnify any persons who are, or are threatened to be
made, parties to any threatened, pending or completed legal action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person was an officer or director of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided that such officer or director acted in good faith and in a
manner he reasonably believed to be in or not opposed to the corporation's best
interests, and, for criminal proceedings, had no reasonable cause to believe his
conduct was illegal. A Delaware corporation may indemnify officers and directors
in an action by or in the right of the corporation under the same conditions,
except that no indemnification is permitted without judicial approval if the
officer or director is adjudged to be liable to the corporation in the
performance of his duty. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director actually and reasonably incurred.

         In accordance with the DGCL, the Registrant's Restated Certificate of
Incorporation, as amended, contains a provision to limit the personal liability
of the Registrant's directors for violations of their fiduciary duty. This
provision eliminates each director's liability to the Registrant or its
stockholders for monetary damages except to the extent provided by the DGCL (i)
for any breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL providing for liability of directors for unlawful payment of dividends
or unlawful stock purchases or redemptions, or (iv) for any transactions from
which a director derived an improper personal benefit. The effect of this
provision is to eliminate the personal liability of directors for monetary
damages for actions involving a breach of their fiduciary duty of care,
including any such actions involving gross negligence.

         In addition, the Registrant maintains insurance policies which provide
coverage for its officers and directors in certain situations where the
Registrant cannot directly indemnify such officers or directors.

ITEM 7.    EXEMPTIONS FROM REGISTRATION CLAIMED.

         Not applicable.



                                       2
<PAGE>   4

ITEM 8.    EXHIBITS.

         Exhibits marked with an asterisk (*) are incorporated by reference to
documents previously filed by the Registrant with the Commission, as indicated.
All other documents listed are filed with this Registration Statement.

<Table>
<Caption>
                <S>                     <C>
                EXHIBIT NUMBER                                          DESCRIPTION OF EXHIBIT
                     4.1*               Restated Certificate of Incorporation, as amended, of the Registrant (Incorporated by
                                        reference to Exhibit 3.1 of the Registrant's Quarterly Report on Form 10-Q for the
                                        period ended April 30, 2000, file No. 001-15615)

                     4.2*               Amended and Restated By-Laws of the Registrant (Incorporated by reference to Exhibit
                                        3.2 of the Registrant's Annual Report on Form 10-K for the fiscal year ended January
                                        31, 1999, file No. 0-028176)

                     4.3*               Amended and Restated Stockholders Rights Plan dated as of April 28, 1999 between the
                                        Registrant and BankBoston, N.A. (Incorporated by reference to Exhibit 3 of the
                                        Registrant's Registration Statement as amended on Form 8-A and filed with the
                                        Commission on January 12, 2000, file No. 0-028176)

                      4.4               Whitehall Jewellers, Inc. Employee Stock Purchase Plan

                     23.1               Consent of Independent Public Accountants

                     24.1               Power of Attorney (contained on the signature page hereto)
</Table>

ITEM 9.    UNDERTAKINGS.

         (a)  The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i)  To include any prospectus required by Section 10(a)(3) of
         the Securities Act of 1933, as amended (the "Securities Act");

                  (ii) To reflect in the prospectus any facts or events arising
         after the effective date of the registration statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed




                                       3
<PAGE>   5
         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than a 20 percent change
         in the maximum aggregate offering price set forth in the "Calculation
         of Registration Fee" table in the effective registration statement; and

                  (iii) To include any material information with respect to the
         plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.




                                       4
<PAGE>   6

                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois on this 28th day of
September, 2001.

                                          WHITEHALL JEWELLERS, INC.


                                          By:  /s/ John R. Desjardins
                                              -------------------------------
                                               Name:  John R. Desjardins
                                               Title: Executive Vice President

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears immediately below constitutes and appoints Hugh M. Patinkin and John R.
Desjardins, and each or either of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto and other documents in connection
therewith with the Commission, granting unto said attorney-in-fact and agents,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of September 28, 2001.

<Table>
<Caption>

<S>                                               <C>
                    SIGNATURE                                                   TITLE(S)

/s/  Hugh M. Patinkin                               Chairman, Chief Executive Officer, President and Director
--------------------------------                    (principal executive officer)
     Hugh M. Patinkin

/s/  Jon H. Browne                                  Executive Vice President and Chief Financial Officer (principal
--------------------------------                    financial and accounting officer)
     Jon H. Browne

/s/  John R. Desjardins                             Director
--------------------------------
     John R. Desjardins

/s/  Matthew M. Patinkin                            Director
--------------------------------
     Matthew M. Patinkin

                                                    Director
--------------------------------
     Norman J. Patinkin

/s/  Jack A. Smith                                  Director
--------------------------------
     Jack A. Smith

</Table>


                                       5
<PAGE>   7

<Table>
<Caption>

<S>                                                 <C>
                                                    Director
-----------------------------------
     Daniel H. Levy

/s/  Richard K. Berkowitz                           Director
-----------------------------------
     Richard K. Berkowitz

</Table>

         The Plan. Pursuant to the requirement of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago and the State of
Illinois, on this 28th day of September, 2001.



                         WHITEHALL JEWELLERS, INC.
                         EMPLOYEE STOCK PURCHASE
                         PLAN

                         By: /s/ John R. Desjardins
                             -------------------------------------------
                                 Name:  John R. Desjardins
                                 Title: Member, Whitehall Jewellers, Inc.
                                        Employee Stock Purchase Plan Committee







                                       6
<PAGE>   8

                                  EXHIBIT INDEX

Exhibits marked with an asterisk (*) are incorporated by reference to documents
previously filed by the Registrant with the Commission, as indicated. All other
documents listed are filed with this Registration Statement.

<Table>
<Caption>

             <S>                        <C>
                EXHIBIT NUMBER                                          DESCRIPTION OF EXHIBIT

                     4.1*               Restated Certificate of Incorporation, as amended, of the Registrant (Incorporated by
                                        reference to Exhibit 3.1 of the Registrant's Quarterly Report on Form 10-Q for the
                                        period ended April 30, 2000, file No. 001-15615)

                     4.2*               Amended and Restated By-Laws of the Registrant (Incorporated by reference to Exhibit
                                        3.2 of the Registrant's Annual Report on Form 10-K for the fiscal year ended January
                                        31, 1999, file No. 0-028176.

                     4.3*               Amended and Restated Stockholders Rights Plan dated as of April 28, 1999 between the
                                        Registrant and BankBoston, N.A. (Incorporated by reference to Exhibit 3 of the
                                        Registrant's Registration Statement as amended on Form 8-A and filed with the
                                        Commission on January 12, 2000, file No. 0-028176)

                      4.4               Whitehall Jewellers, Inc. Employee Stock Purchase Plan

                     23.1               Consent of Independent Public Accountants

                     24.1               Power of Attorney (contained on the signature page hereto)

</Table>
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{"company-data": {"conformed-name": "WHITEHALL JEWELLERS INC", "cik": "0000868984", "assigned-sic": "5944", "irs-number": "361433610", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70510", "film-number": "1748912"}, "business-address": {"street1": "155 N WACKER DR", "street2": "SUITE 500", "city": "CHICAGO", "state": "IL", "zip": "60606", "phone": "3127826800"}, "mail-address": {"street1": "155 NORTH WACKER", "street2": "SUITE 500", "city": "CHICAGO", "state": "IL", "zip": "60606"}, "former-company": {"former-conformed-name": "MARKS BROS JEWELERS INC", "date-changed": "19960301"}}
1
   As filed with the Securities and Exchange Commission on September 28, 2001
                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             ---------------------
                           WHITEHALL JEWELLERS, INC.
             (Exact name of registrant as specified in its charter)

        DELAWARE                                         36-1433610
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                    155 N. WACKER DRIVE
                     CHICAGO, ILLINOIS                               60606
       (Address of principal executive offices)                    (Zip Code)

             WHITEHALL JEWELLERS, INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                               JOHN R. DESJARDINS
                            EXECUTIVE VICE PRESIDENT
                           WHITEHALL JEWELLERS, INC.
                              155 N. WACKER DRIVE
                            CHICAGO, ILLINOIS 60606
                                 (312) 782-6800
(Name, address, and telephone number, including area code, of agent for service)
                          ----------------------------

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
Proposed Maximum         Proposed Maximum
 Title of Securities to be      Amount to be       Offering Price Per       Aggregate Offering        Amount of
        Registered               Registered               Share                    Price           Registration Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par      500,000 shares (1)         $8.30 (2)             $4,150,000 (2)           $1037.50
value

--------------------------------------------------------------------------------------------------------------------
Preferred Stock Purchase       500,000 rights              (3)                      (3)                  (3)
Rights
--------------------------------------------------------------------------------------------------------------------
(1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit plan
         described herein.

(2)      Estimated solely for the purpose of calculating the registration fee
         required by Section 6(b) of the Securities Act, pursuant to Rules
         457(c) and 457(h) thereunder, the average of the high and low prices of
         the Common Stock on September 25, 2001, as reported in the consolidated
         reporting system.

(3)      Preferred Stock Purchase Rights initially are attached to and trade
         with the shares of Common Stock being registered under this
         Registration Statement. The value attributed to such Rights, if any, is
         reflected in the market price of the Common Stock.
2

                                    PART II

                          INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents previously filed with the Securities and
Exchange Commission (the "Commission") by Whitehall Jewellers, Inc. (the
"Registrant") are incorporated herein by reference:

         (a) The Registrant's Annual Report on Form 10-K, as amended, for the
fiscal year ended January 31, 2001;

         (b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended April 30 and July 31, 2001;

         (c) The Registrant's Current Reports on Form 8-K filed on May 10 and
June 6, 2001; and

         (d) The description of the common stock of the Registrant, par value
$.001 per share, and the description of the preferred stock purchase rights
of the Registrant, each of which is contained in the Registrant's report on Form
8-A, dated January 12, 2000.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or by the Plan pursuant to Section 15(d) of the Exchange Act,
after the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, are deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the respective dates of filing of such documents (such
documents, and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents").

         Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4.    DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.
3

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant's Restated Certificate of Incorporation, as amended, and
Amended and Restated By-laws provide for indemnification of the Registrant's
officers and directors to the fullest extent permitted by applicable law.
Section 145 of the Delaware General Corporation Law (the "DGCL") empowers a
Delaware corporation to indemnify any persons who are, or are threatened to be
made, parties to any threatened, pending or completed legal action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person was an officer or director of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided that such officer or director acted in good faith and in a
manner he reasonably believed to be in or not opposed to the corporation's best
interests, and, for criminal proceedings, had no reasonable cause to believe his
conduct was illegal. A Delaware corporation may indemnify officers and directors
in an action by or in the right of the corporation under the same conditions,
except that no indemnification is permitted without judicial approval if the
officer or director is adjudged to be liable to the corporation in the
performance of his duty. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director actually and reasonably incurred.

         In accordance with the DGCL, the Registrant's Restated Certificate of
Incorporation, as amended, contains a provision to limit the personal liability
of the Registrant's directors for violations of their fiduciary duty. This
provision eliminates each director's liability to the Registrant or its
stockholders for monetary damages except to the extent provided by the DGCL (i)
for any breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL providing for liability of directors for unlawful payment of dividends
or unlawful stock purchases or redemptions, or (iv) for any transactions from
which a director derived an improper personal benefit. The effect of this
provision is to eliminate the personal liability of directors for monetary
damages for actions involving a breach of their fiduciary duty of care,
including any such actions involving gross negligence.

         In addition, the Registrant maintains insurance policies which provide
coverage for its officers and directors in certain situations where the
Registrant cannot directly indemnify such officers or directors.

ITEM 7.    EXEMPTIONS FROM REGISTRATION CLAIMED.

         Not applicable.

                                       2
4

ITEM 8.    EXHIBITS.

         Exhibits marked with an asterisk (*) are incorporated by reference to
documents previously filed by the Registrant with the Commission, as indicated.
All other documents listed are filed with this Registration Statement.
EXHIBIT NUMBER                                          DESCRIPTION OF EXHIBIT
                     4.1*               Restated Certificate of Incorporation, as amended, of the Registrant (Incorporated by
                                        reference to Exhibit 3.1 of the Registrant's Quarterly Report on Form 10-Q for the
                                        period ended April 30, 2000, file No. 001-15615)

                     4.2*               Amended and Restated By-Laws of the Registrant (Incorporated by reference to Exhibit
                                        3.2 of the Registrant's Annual Report on Form 10-K for the fiscal year ended January
                                        31, 1999, file No. 0-028176)

                     4.3*               Amended and Restated Stockholders Rights Plan dated as of April 28, 1999 between the
                                        Registrant and BankBoston, N.A. (Incorporated by reference to Exhibit 3 of the
                                        Registrant's Registration Statement as amended on Form 8-A and filed with the
                                        Commission on January 12, 2000, file No. 0-028176)

                      4.4               Whitehall Jewellers, Inc. Employee Stock Purchase Plan

                     23.1               Consent of Independent Public Accountants

                     24.1               Power of Attorney (contained on the signature page hereto)
ITEM 9.    UNDERTAKINGS.

         (a)  The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i)  To include any prospectus required by Section 10(a)(3) of
         the Securities Act of 1933, as amended (the "Securities Act");

                  (ii) To reflect in the prospectus any facts or events arising
         after the effective date of the registration statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed

                                       3
5
         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than a 20 percent change
         in the maximum aggregate offering price set forth in the "Calculation
         of Registration Fee" table in the effective registration statement; and

                  (iii) To include any material information with respect to the
         plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       4
6

                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois on this 28th day of
September, 2001.

                                          WHITEHALL JEWELLERS, INC.

                                          By:  /s/ John R. Desjardins
                                              -------------------------------
                                               Name:  John R. Desjardins
                                               Title: Executive Vice President

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears immediately below constitutes and appoints Hugh M. Patinkin and John R.
Desjardins, and each or either of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto and other documents in connection
therewith with the Commission, granting unto said attorney-in-fact and agents,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of September 28, 2001.
SIGNATURE                                                   TITLE(S)

/s/  Hugh M. Patinkin                               Chairman, Chief Executive Officer, President and Director
--------------------------------                    (principal executive officer)
     Hugh M. Patinkin

/s/  Jon H. Browne                                  Executive Vice President and Chief Financial Officer (principal
--------------------------------                    financial and accounting officer)
     Jon H. Browne

/s/  John R. Desjardins                             Director
--------------------------------
     John R. Desjardins

/s/  Matthew M. Patinkin                            Director
--------------------------------
     Matthew M. Patinkin

                                                    Director
--------------------------------
     Norman J. Patinkin

/s/  Jack A. Smith                                  Director
--------------------------------
     Jack A. Smith
5
7
Director
-----------------------------------
     Daniel H. Levy

/s/  Richard K. Berkowitz                           Director
-----------------------------------
     Richard K. Berkowitz
The Plan. Pursuant to the requirement of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago and the State of
Illinois, on this 28th day of September, 2001.

                         WHITEHALL JEWELLERS, INC.
                         EMPLOYEE STOCK PURCHASE
                         PLAN

                         By: /s/ John R. Desjardins
                             -------------------------------------------
                                 Name:  John R. Desjardins
                                 Title: Member, Whitehall Jewellers, Inc.
                                        Employee Stock Purchase Plan Committee

                                       6
8

                                  EXHIBIT INDEX

Exhibits marked with an asterisk (*) are incorporated by reference to documents
previously filed by the Registrant with the Commission, as indicated. All other
documents listed are filed with this Registration Statement.
EXHIBIT NUMBER                                          DESCRIPTION OF EXHIBIT

                     4.1*               Restated Certificate of Incorporation, as amended, of the Registrant (Incorporated by
                                        reference to Exhibit 3.1 of the Registrant's Quarterly Report on Form 10-Q for the
                                        period ended April 30, 2000, file No. 001-15615)

                     4.2*               Amended and Restated By-Laws of the Registrant (Incorporated by reference to Exhibit
                                        3.2 of the Registrant's Annual Report on Form 10-K for the fiscal year ended January
                                        31, 1999, file No. 0-028176.

                     4.3*               Amended and Restated Stockholders Rights Plan dated as of April 28, 1999 between the
                                        Registrant and BankBoston, N.A. (Incorporated by reference to Exhibit 3 of the
                                        Registrant's Registration Statement as amended on Form 8-A and filed with the
                                        Commission on January 12, 2000, file No. 0-028176)

                      4.4               Whitehall Jewellers, Inc. Employee Stock Purchase Plan

                     23.1               Consent of Independent Public Accountants

                     24.1               Power of Attorney (contained on the signature page hereto)