EXHIBIT 10.(iv)(A)(1)(a)

                       AMENDMENT NO. 14 TO
                     STOCKHOLDERS' AGREEMENT

          This Amendment No. 14 to Stockholders' Agreement
("Amendment No. 14") is consented to and made as of the 22nd day of
September, 1994 by and among MONTGOMERY WARD HOLDING CORP., a
Delaware corporation, (the "Company"), Bernard F. Brennan,
individually and as attorney-in-fact for certain other parties to
a certain Stockholders' Agreement dated as of June 17, 1988, as
heretofore amended and restated (the "Stockholders' Agreement"),
General Electric Capital Corporation, a New York corporation, and
Myron Lieberman, as Trustee of the Brennan 1988 MW Trust.

          WHEREAS, as two amendments entitled "Amendment No. 12 to
Stockholders' Agreement" have amended the Stockholders' Agreement,
this amendment is entitled "Amendment No. 14 to Stockholders'
Agreement", notwithstanding the fact that no "Amendment No. 13 to
Stockholders' Agreement" exists; and

          WHEREAS, it is desired that the number of directorships
of the Company be increased to eleven;

          NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

          1.   Section 5.2 of the Stockholders' Agreement is hereby
amended and restated as of the date hereof as set forth on Exhibit
A hereto.

          2.   This Amendment No. 14 is adopted by the Company with
the consent of the holders of not less than 66 2/3% of the
outstanding Shares of each class, as provided in Section 8.2 of the
Stockholders' Agreement.

          3.   Except as amended hereby, the Stockholders'
Agreement, as previously amended, shall remain in full force and
effect.

          IN WITNESS WHEREOF, the undersigned hereby consent to and
execute this Amendment No. 14 as of the day and year first above
written.


MONTGOMERY WARD HOLDING CORP.      GENERAL ELECTRIC CAPITAL
f/k/a BFB Acquisition Corp.          CORPORATION


By:  /s/Bernard F. Brennan         By:                            
     Bernard F. Brennan,           Its:
     Chairman and Chief Executive
       Officer


/s/Bernard F. Brennan                   /s/Myron Lieberman        

Bernard F. Brennan,                     Myron Lieberman, as Trustee
individually, and as attorney-in-       of the Brennan 1988 MW
fact for the beneficial owners          Trust
of all Shares (as defined in the
Stockholders' Agreement) held by
him as Voting Trustee under that 
certain Voting Trust Agreement
dated as of June 21, 1988.

     

  
                            EXHIBIT A

     5.2       Election of Directors.  Subject to the limitations
set forth herein, and in addition to any provisions relating to the
election of directors by the holders of Preferred Stock which are
contained in the Certificate of Incorporation and By-laws of the
Company, at all times in which this Article V is in effect, the By-
laws of the Company shall provide, and the Shareholders agree to
vote, for the election of a Board of Directors consisting of eleven
members, six to be designated by the Designator and five to be
designated by GE Capital.  The By-laws shall further provide, and
the Shareholders agree, that, disregarding any directors which may
be elected by the holders of Preferred Stock pursuant to the
provisions of the Company's Certificate of Incorporation;

               (a)  Intentionally omitted;

               (b)  at such time, if any, as GE Capital and the GE
     Capital Affiliates shall cease to own, in the aggregate, more
     than 50% of the Shares which GE Capital and the GE Capital
     Affiliates have purchased in June 1988, the number of members
     of the Board of Directors which the Designator shall have the
     right to designate shall be increased by one and the number of
     members of the Board of Directors which GE Capital shall have
     the right to designate shall be reduced by one; and

               (c)  at such time, if any, as GE Capital and the GE
     Capital Affiliates shall cease to own, in the aggregate, 20%
     or more of the Shares which GE Capital and the GE Capital
     Affiliates have purchased in June 1988, GE Capital shall no
     longer have the right to designate members of the Board of
     Directors in accordance with the foregoing provisions of this
     Section 5.2; and the number of directors to be elected shall
     be reduced to nine, seven to be elected by the Class A
     Shareholders, voting as a class, and two to be elected by the
     Class B Shareholders, voting as a class; provided, however,
     that as long as that certain Account Purchase Agreement, dated
     as of June 24, 1988, between Ward and Montgomery Ward Credit
     Corporation (the "Account Purchase Agreement") shall be in
     effect and GE Capital or any GE Capital Affiliate shall own
     any Class B Shares, GE Capital shall have the right to elect
     one of the two directors to be elected by the Class B
     Shareholders.

In the event of a vacancy on the Board of Directors, the party who
had the right to designate the director whose seat is vacant shall
have the right to designate the party who shall fill the vacancy. 
The party who had the right to designate a director shall also have
the right to cause that director to be removed.