SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

Amendment No. 12

to

SCHEDULE TO

(RULE 14d-100)

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of

the Securities Exchange Act of 1934

WHITEHALL JEWELLERS, INC.

(Name of Subject Company)

JWL ACQUISITION CORP.

NEWCASTLE PARTNERS, L.P.

(Names of Filing Persons—Offeror)

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

_____________________________

965063100

(CUSIP Number of Class of Securities)

MARK E. SCHWARZ

MANAGING MEMBER

NEWCASTLE PARTNERS, L.P.

300 Crescent Court, Suite 1110

Dallas, Texas 75201

(214) 661-7474

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications on Behalf of Filing Persons)

Copies to:

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55^th Street

New York, New York 10022

(212) 451-2300

Transaction Valuation*	Amount of Filing Fee**
$22,117,222	$2,367

* Estimated for purposes of calculating the amount of filing fee only. Transaction value derived by multiplying 14,744,815 (the maximum number of shares of common stock of subject company estimated to be acquired by Offeror) by $1.50 (the purchase price per share offered by Offeror).

** The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities and Exchange Act of 1934, as amended, and Fee Rate Advisory No. 5 for fiscal year 2006, equals $107.00 per million dollars of transaction value. The filing fee was previously paid.

x Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$1,533	Filing Party:	Newcastle Partners, L.P.
Form or Registration No.:	SC TO-T	Date Filed:	December 5, 2005
Amount Previously Paid:	$834	Filing Party:	Newcastle Partners, L.P.
Form or Registration No.:	SC TO-T	Date Filed:	January 4, 2006

o  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

o   issuer tender offer subject to Rule 13e-4.

o   going-private transaction subject to Rule 13e-3.

o   amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.   o

Items 1 through 9, and Item 11.

This Amendment No. 12 to Tender Offer Statement on Schedule TO amends and supplements the statement originally filed on December 5, 2005, as amended, by Newcastle Partners, L.P., a Texas limited partnership (“Parent”), and JWL Acquisition Corp. (the “Purchaser”), a Delaware corporation and a wholly owned subsidiary of Parent. This Schedule TO relates to the offer by the Purchaser to purchase all outstanding shares of common stock, par value $0.001 per share, and the associated preferred stock purchase rights (together, the “Shares”), of Whitehall Jewellers, Inc., a Delaware corporation (the “Company”), at $1.50 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 5, 2005, as amended (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference with respect to Items 1 through 9 and 11 of this Schedule TO.

Item 10. Financial Statements.

Not applicable.

Item 11. Additional Information.

On January 30, 2006, Parent and Purchaser announced that they have extended the Expiration Date of the Offer, as those terms are defined in the Offer to Purchase, to 6:00 P.M., New York City time, Friday, February 3, 2006. As of January 27, 2006, 4,748,527 shares of Whitehall Jewellers, Inc. common stock have been tendered in and not withdrawn from the offer. The press release issued by Parent announcing the extension of the offer is attached hereto as Exhibit (a)(5)(xiv).

Item 12. Exhibits.

(a)(1)(i)	Offer to Purchase dated December 5, 2005.*
(a)(1)(ii)	Form of Letter of Transmittal.*
(a)(1)(iii)	Form of Notice of Guaranteed Delivery.*
(a)(1)(iv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(v)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(vi)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(1)(vii)	Form of summary advertisement, dated December 5, 2005.*
(a)(5)(i)	Text of press release issued by Parent, dated November 29, 2005.*
(a)(5)(ii)	Text of press release issued by Parent, dated December 5, 2005.*
(a)(5)(iii)	Letter sent by Parent to Chairman of the Special Committee of the Board of Directors of the Company, dated December 20, 2005.*
(a)(5)(iv)	Letter sent by Parent to Stockholders of the Company, dated December 28, 2005.*
(a)(5)(v)	Text of press release issued by Parent, dated January 4, 2006.*
(a)(5)(vi)	Text of press release issued by Parent, dated January 5, 2006.*

(a)(5)(vii)	Text of press release issued by Parent, dated January 9, 2006.*
(a)(5)(viii)	Text of press release issued by Parent, dated January 10, 2006.*
(a)(5)(ix)	Text of press release issued by Parent, dated January 12, 2006.*
(a)(5)(x)	Text of press release issued by Parent, dated January 20, 2006.*
(a)(5)(xi)	Text of press release issued by Parent, dated January 23, 2006.*
(a)(5)(xii)	Text of press release issued by Parent, dated January 24, 2006.*
(a)(5)(xiii)	Text of press release issued by Parent, dated January 24, 2006.*
(a)(5)(xiv)	Text of press release issued by Parent, dated January 30, 2006.
(b)	Not applicable.
(c)	Not applicable.
(d)	Joint Filing Agreement by and among Newcastle Partners, L.P., Newcastle Capital Management, L.P., Newcastle Capital Group, L.L.C., Mark E. Schwarz, Steven J. Pully and John P. Murray, dated November 29, 2005.*
(e)	Not applicable.
(f)	Not applicable.
(g)	Not applicable.
(h)	Not applicable.

________________

*Previously filed

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  January 30, 2006

NEWCASTLE PARTNERS, L.P.

By: Newcastle Capital Management, L.P.

its General Partner

By: Newcastle Capital Group, L.L.C.

its General Partner

By: /s/ Mark E. Schwarz      

Name: Mark E. Schwarz

Title: Managing Member

JWL ACQUISITION CORP.

By: /s/ John P. Murray      

Name: John P. Murray

Title: President and Secretary

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EXHIBIT INDEX

(a)(1)(i)	Offer to Purchase dated December 5, 2005.*
(a)(1)(ii)	Form of Letter of Transmittal.*
(a)(1)(iii)	Form of Notice of Guaranteed Delivery.*
(a)(1)(iv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(v)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(vi)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(1)(vii)	Form of summary advertisement, dated December 5, 2005.*
(a)(5)(i)	Text of press release issued by Parent, dated November 29, 2005.*
(a)(5)(ii)	Text of press release issued by Parent, dated December 5, 2005.*
(a)(5)(iii)	Letter sent by Parent to Chairman of the Special Committee of the Board of Directors of the Company, dated December 20, 2005.*
(a)(5)(iv)	Letter sent by Parent to Stockholders of the Company, dated December 28, 2005.*
(a)(5)(v)	Text of press release issued by Parent, dated January 4, 2006.*
(a)(5)(vi)	Text of press release issued by Parent, dated January 5, 2006.*
(a)(5)(vii)	Text of press release issued by Parent, dated January 9, 2006.*
(a)(5)(viii)	Text of press release issued by Parent, dated January 10, 2006.*
(a)(5)(ix)	Text of press release issued by Parent, dated January 12, 2006.*
(a)(5)(x)	Text of press release issued by Parent, dated January 20, 2006. *
(a)(5)(xi)	Text of press release issued by Parent, dated January 23, 2006.*
(a)(5)(xii)	Text of press release issued by Parent, dated January 24, 2006.*
(a)(5)(xiii)	Text of press release issued by Parent, dated January 24, 2006.*
(a)(5)(xiv)	Text of press release issued by Parent, dated January 30, 2006.
(b)	Not applicable.
(c)	Not applicable.
(d)	Joint Filing Agreement by and among Newcastle Partners, L.P., Newcastle Capital Management, L.P., Newcastle Capital Group, L.L.C., Mark E. Schwarz, Steven J. Pully and John P. Murray, dated November 29, 2005.*
(e)	Not applicable.

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(f)	Not applicable.
(g)	Not applicable.
(h)	Not applicable.

________________

*Previously filed

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EX-99.(A)(5)(XIV)

PRESS RELEASE

CONTACTS:

Daniel H. Burch (212)-929-5748

Jeanne M. Carr (212)-929-5916

MacKenzie Partners, Inc.

FOR IMMEDIATE RELEASE:

NEWCASTLE EXTENDS WHITEHALL TENDER OFFER

Dallas, TX – January 30, 2006 — Newcastle Partners, L.P. announced today that it has extended its previously announced tender offer for all of the common stock of Whitehall Jewellers, Inc. (Pink Sheets JWLR.PK) to 6:00 P.M. New York City time on Friday, February 3, 2006. The tender offer was previously set to expire at 5:00 P.M. New York City time on Friday, January 27, 2006. As of the close of business on January 27, 2006, a total of 4,748,527 shares had been tendered in and not withdrawn from the offer.

The solicitation and the offer to buy Whitehall Jewellers, Inc.’s common stock is only made pursuant to the Offer to Purchase and related materials that Newcastle Partners, L.P. and JWL Acquisition Corp. filed on December 5, 2005, as amended December 22, 2005, January 4, 2006, January 5, 2006 and January 9, 2006. Stockholders should read the Offer to Purchase and related materials carefully because they contain important information, including the terms and conditions of the offer. Stockholders can obtain the Offer to Purchase and related materials free at the SEC’s website at www.sec.gov, from MacKenzie Partners, the Information Agent for the offer, or from Newcastle Partners, L.P.

CERTAIN INFORMATION CONCERNING PARTICIPANTS

Newcastle Partners, L.P. (“Newcastle”), together with the other Participants (as defined below), has made a definitive filing with the SEC of a proxy statement (the “Definitive Proxy Statement”) and accompanying proxy card to be used to solicit votes against proposals of Whitehall Jewellers, Inc. (the “Company”) relating to a pending financing transaction between the Company and investment funds managed by Prentice Capital Management, L.P. and Holtzman Opportunity Fund, L.P. and for the election of its slate of director nominees at a special meeting of stockholders scheduled for February 6, 2006 (the “Special Meeting”).

NEWCASTLE ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS RELATING TO THE SPECIAL MEETING AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS ARE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THE SOLICITATION WILL PROVIDE COPIES OF THE PROXY MATERIALS, WITHOUT CHARGE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR, MACKENZIE PARTNERS, INC., AT ITS TOLL-FREE NUMBER: (800) 322-2885 OR BY E-MAIL AT: PROXY@MACKENZIEPARTNERS.COM.

THE PARTICIPANTS IN THE PROXY SOLICITATION ARE NEWCASTLE PARTNERS, L.P., NEWCASTLE CAPITAL MANAGEMENT, L.P., NEWCASTLE CAPITAL GROUP, L.L.C, JWL ACQUISITION CORP., MARK E. SCHWARZ, STEVEN J. PULLY, JOHN P. MURRAY, MARK A. FORMAN AND CLINTON J. COLEMAN (THE “PARTICIPANTS”). INFORMATION REGARDING THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS IS AVAILABLE IN THE SCHEDULE 13D JOINTLY FILED WITH THE SEC ON APRIL 19, 2005, AS SUBSEQUENTLY AMENDED ON JULY 7, 2005, OCTOBER 27, 2005, NOVEMBER 30, 2005, DECEMBER 5, 2005, DECEMBER 14, 2005, DECEMBER 29, 2005, JANUARY 5, 2006, JANUARY 9, 2006, JANUARY 13, 2006, JANUARY 18, 2006 AND JANUARY 27, 2006 AND THE DEFINITIVE PROXY STATEMENT.

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