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                                                                   EXHIBIT 10.21



                              AMENDMENT NUMBER FOUR
                                       TO
                      WHITEHALL JEWELLERS, INC. 401(K) PLAN


                  WHEREAS, Whitehall Jewellers, Inc., a Delaware corporation
(the "Company"), has adopted and maintains a defined contribution plan for the
benefit of certain employees titled the "Whitehall Jewellers, Inc. 401(k) Plan"
(the "Plan"); and

                  WHEREAS, the Company desires to amend the Plan as requested by
the Internal Revenue Service in order to obtain from the Internal Revenue
Service a favorable determination letter for the Plan;

                  NOW, THEREFORE, pursuant to the power of amendment contained
in Section 14.1 of the Plan, the Plan is hereby amended effective February 1,
1997, as follows:

                  1. The penultimate sentence contained in Section 4.2(b) of the
Plan is hereby amended to read as follows:

                  The amount of any income or loss allocable to such Excess
                  Before-Tax Contributions shall equal the income earned with
                  respect to the Participant's Account, if any, for the taxable
                  year and the period (the "gap period") between the end of the
                  taxable year and the 



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                  date of distribution of the Excess Before-Tax Contributions
                  multiplied by a fraction, the numerator of which is the Excess
                  Before-Tax Contributions and the denominator of which is the
                  sum of (i) the Participant's total Account balance as of the
                  beginning of the taxable year plus (ii) the Participant's
                  Before-Tax Contributions for the taxable year and the gap
                  period.

                  2. Paragraphs (1) and (2) of Section 4.3(a) of the Plan are
hereby amended to read as follows:

                           (1) The highly compensated average deferral
                  percentage for such year does not exceed the product of the
                  non-highly compensated average deferral percentage multiplied
                  by 1.25.

                           (2) The highly compensated average deferral
                  percentage for such year (1) does not exceed the non-highly
                  compensated average deferral percentage by more than two
                  percentage points, and (ii) does not exceed the product of the
                  non-highly compensated average deferral percentage multiplied
                  by 2.0.


                  3. Paragraph (3) of Section 4.3(b) of the Plan is hereby
amended to read as follows:

                           (3) the term "highly compensated eligible employee"
                  shall mean (and shall be determined in accordance with Section
                  414(q) of the Code and the regulations hereunder) any Eligible
                  Employee or former employee who is a Participant, who performs
                  service in the determination year and who (A) was, at any time
                  during the current or preceding year, a 5-percent owner (as
                  defined in Section 416(i)(1) of the Code) of the Employer and
                  Affiliates, or (B) had, for the preceding year, compensation
                  (as defined in Section 415(c)(3) of the Code, except that for
                  Plan Years beginning before January 1, 1998, compensation
                  shall be determined without regard to Section 125, 402(e)(3)
                  or 402(h)(1) of the Code) from the Employer and Affiliates in
                  excess 



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                  of $80,000 (as adjusted from time to time pursuant to Section 
                  415(d) of the Code);


                  4. The penultimate sentence of the last paragraph contained in
Section 4.3(c) of the Plan is hereby amended to read as follows:

                  The amount of any income or loss allocable to any such
                  reductions to be so distributed shall be determined in the
                  same manner as income or loss allocable to Excess Before-Tax
                  Contributions is determined under Section 4.2(b), except that,
                  if different, the Plan Year shall be used instead of the
                  taxable year.


                  5. Section 6.4 of the Plan is hereby amended by inserting the
following parenthetical phrase after the word "$30,000" that appears therein:

                  (for the Plan Year beginning February 1, 1997, $30,000 
                  multiplied by 11/12)


                  6. Paragraph (2) of Section 7.2 of the Plan is hereby amended
by adding the following new sentence at the end thereof:


                  In the case of any Participant who is not a "five percent
                  owner," a lump sum distribution paid during the Participant's
                  lifetime shall be made not later than the April 1 of the
                  calendar year following the later of the calendar year in
                  which the Participant terminates



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                  employment and the calendar year in which the Participant 
                  attains age 70-1/2.


                  7. The first sentence of Section 13.3 of the Plan is hereby
amended to read as follows:

                  Notwithstanding any provision of the Plan to the contrary,
                  during any Plan Year for which the Plan is a top-heavy plan,
                  the Employer of each Participant who is not a key Employee
                  shall make a contribution for such Participant for the Plan
                  Year which in no event shall be less than the lesser of (i)
                  three percent of such Participant's compensation during such
                  Plan Year and (ii) the highest percentage at which
                  contributions are made under Article 4 on behalf of any key
                  Employee for such Plan Year.








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                  IN WITNESS WHEREOF, the Company has caused this instrument to
be executed by its Chairman and attested by its Secretary on this 28th day of
April, 1999.


                                         WHITEHALL JEWELLERS, INC.


                                         By:      /s/ Hugh M. Patinkin    
                                             ------------------------------
                                                        Chairman



ATTEST:


     /s/ John R. Desjardins       
-------------------------------
          Secretary







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