UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

Whitehall Jewellers, Inc.

(Name of Issuer)

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

965 063 10 0

(CUSIP Number)

August 05, 2004

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


[		] Rule 13d-1(b)
[	X	] Rule 13d-1(c)
[		] Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13G
CUSIP No. 965 063 10 0

	1.	Names of Reporting Persons. Newcastle Partners, L.P. I.R.S. Identification Nos. of above persons (entities only).

	2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ]

	3.	SEC USE ONLY

	4.	Citizenship or Place of Organization Texas

Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 918,200 shares

		6.	Shared Voting Power 0 shares

		7.	Sole Dispositive Power 918,200 shares

		8.	Shared Dispositive Power 0 shares

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 918,200 shares

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

	11.	Percent of Class Represented by Amount in Row (9) 6.59%

	12.	Type of Reporting Person PN

2

SCHEDULE 13G
CUSIP No. 965 063 10 0

	1.	Names of Reporting Persons. Newcastle Capital Management, L.P. I.R.S. Identification Nos. of above persons (entities only).

	2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ]

	3.	SEC USE ONLY

	4.	Citizenship or Place of Organization Texas

Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 918,200 shares

		6.	Shared Voting Power 0 shares

		7.	Sole Dispositive Power 918,200 shares

		8.	Shared Dispositive Power 0 shares

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 918,200 shares

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

	11.	Percent of Class Represented by Amount in Row (9) 6.59%

	12.	Type of Reporting Person PN

3

SCHEDULE 13G
CUSIP No. 965 063 10 0

	1.	Names of Reporting Persons. Newcastle Capital Group, L.L.C. I.R.S. Identification Nos. of above persons (entities only).

	2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ]

	3.	SEC USE ONLY

	4.	Citizenship or Place of Organization Texas

Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 918,200 shares

		6.	Shared Voting Power 0 shares

		7.	Sole Dispositive Power 918,200 shares

		8.	Shared Dispositive Power 0 shares

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 918,200 shares

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

	11.	Percent of Class Represented by Amount in Row (9) 6.59%

	12.	Type of Reporting Person PN

4

SCHEDULE 13G
CUSIP No. 965 063 10 0

	1.	Names of Reporting Persons. Mark E. Schwarz I.R.S. Identification Nos. of above persons (entities only).

	2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ]

	3.	SEC USE ONLY

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 918,200 shares

		6.	Shared Voting Power 0 shares

		7.	Sole Dispositive Power 918,200 shares

		8.	Shared Dispositive Power 0 shares

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 918,200 shares

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

	11.	Percent of Class Represented by Amount in Row (9) 6.59%

	12.	Type of Reporting Person PN

5

Item 1.
	(a)	Name of Issuer Whitehall Jewellers, Inc.
	(b)	Address of Issuer's Principal Executive Offices 155 North Wacker Drive, Ste. 500 Chicago, IL 60606

Item 2.
	(a)	Name of Person Filing This statement is jointly filed by Newcastle Partners, L.P., a Texas limited partnership ("NP"), Newcastle Capital Management, L.P., a Texas limited partnership ("NCM"), Newcastle Capital Group, L.L.C., a Texas limited liability company ("NCG"), and Mark E. Schwarz (together with NP, NCM and NCG, the "Reporting Persons"). Because Mark E. Schwarz is the managing member of NCG which is the general partner of NCM (Mark E. Schwarz, NCG and NCM are hereinafter referred to as the "Controlling Persons"), which in turn is the general partner of NP, the Controlling Persons may be deemed, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Act"), to be the beneficial owners of all shares of Common Stock held by NP. The Reporting Persons are filing this joint statement, as they may be considered a "group" under Section 13(d)(3) of the Act. However, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group exists.
	(b)	Address of Principal Business Office or, if none, Residence 300 Crescent Court, Ste. 1110 Dallas, TX 75201
	(c)	Citizenship Mark E. Schwarz is a citizen of the United States of America.
	(d)	Title of Class of Securities Common Stock, Par Value $0.001 per share
	(e)	CUSIP Number 965 063 10 0

Item 3.		If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	[ ]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	[ ]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	[ ]	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	[ ]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
	(e)	[ ]	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	[ ]	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	[ ]	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	[ ]	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	[ ]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	[ ]	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.		Ownership.
	(a)	Amount beneficially owned: 918,200 shares *
	(b)	Percent of class: 6.59% (based on 13,937,944 shares of Common Stock outstanding as of June 1, 2004 as reported in the Issuer's 10-Q filed on June 14, 2004.
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote 918,200 shares *
		(ii)	Shared power to vote or to direct the vote 0 shares
		(iii)	Sole power to dispose or to direct the disposition of 918,200 shares *
		(iv)	Shared power to dispose or to direct the disposition of 0 shares

* Represents shares held directly by NP. By virtue of their relationship with NP, the Controlling Persons may each be deemed to beneficially own the 918,200 shares of Common Stock of the Issuer held by NP.
Item 5.	Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Instruction: Dissolution of a group requires a response to this item.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person
Not Applicable

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
Not Applicable

Item 8.	Identification and Classification of Members of the Group
See Exhibit A.

Item 9.	Notice of Dissolution of Group


Item 10.	Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable 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.

Date: August 10, 2004
	Newcastle Capital Partners, L.P.
	By:	/s/ Mark E. Schwarz Mark E. Schwarz
	Title:		Managing Member

	Newcastle Capital Management, L.P.
	By:	/s/ Mark E. Schwarz Mark E. Schwarz
	Title:		Managing Member

	Newcastle Capital Group, L.L.C.
	By:	/s/ Mark E. Schwarz Mark E. Schwarz
	Title:		Managing Member

	Mark E. Schwarz
	By:	/s/ Mark E. Schwarz Mark E. Schwarz


8

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the Statement on Schedule 13G, dated August 10, 2004 with respect to the shares of Common Stock of The Dwyer Group, Inc. and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

Date: August 10, 2004	NEWCASTLE PARTNERS, L.P.

	By: Newcastle Capital Management, L.P., its general partner
	By: Newcastle Capital Group, L.L.C., its general partner

	By:
		Mark Schwarz, Managing Member

	NEWCASTLE CAPITAL MANAGEMENT, L.P.

	By: Newcastle Capital Group, L.L.C., its general partner

	By:
		Mark Schwarz, Managing Member

	NEWCASTLE CAPITAL GROUP, L.L.C.


	By:
		Mark Schwarz, Managing Member



		MARK SCHWARZ

NEWCASTLE CAPITAL MANAGEMENT LP SC 13G