EXHIBIT 10.(iv)(A)(iii)



           AMENDMENT NO. 1 TO THE AMENDED AND RESTATED
               MONTGOMERY WARD & CO., INCORPORATED
                      STOCK OWNERSHIP PLAN


          This Amendment No. 1 to the amended and restated
Montgomery Ward & Co., Incorporated Stock Ownership Plan (the
"Plan") is made as of the 20th day of October, 1994.

          WHEREAS, MONTGOMERY HOLDING CORP., a Delaware
corporation, (the "Company") has previously amended and restated
the Plan; and

          WHEREAS, pursuant to Section 16 of the Plan the Company
has reserved the right to amend the Plan; and 

          WHEREAS, the Company desires to amend the Plan.

          NOW, THEREFORE, the Plan is hereby amended in the
following manner:

               1.   The second sentence of Section 1 is deleted in
          its entirety and the following is inserted in lieu
          thereof:  "The purpose of the Associate Plan of the
          Program is to attract and retain outstanding individuals
          as associates, advisors and consultants of Montgomery
          Ward Holding Corp. ("Company"), Montgomery Ward & Co.,
          Incorporated ("Ward"), and their subsidiaries and
          affiliates (Company, Ward and their subsidiaries and
          affiliates, collectively or individually, "Ward Group"),
          excluding associates, advisors and consultants who are
          also directors of the Company, and to provide incentives
          for such associates, advisors and consultants to expand
          and improve the profits and achieve the objectives of the
          Ward Group by providing to such individuals opportunities
          to acquire shares of Class A Common Stock, Series 1 (par
          value $.01 per share) ("Series 1 Shares"), Class A Common
          Stock, Series 2 (par value $.01 per share) ("Series 2
          Shares") and Class A Common Stock, Series 3 (par value
          $.01 per share) ("Series 3 Shares") of the Company (the
          Series 1 Shares, the Series 2 Shares and the Series 3
          Shares being hereinafter collectively referred to as
          "Shares") and thereby provide such individuals with a
          greater proprietary interest in and closer identity with
          the Ward Group and its financial success."

               2.   The first sentence of Section 7 is deleted in
          its entirety and the following is inserted in lieu
          thereof:  "The total number of Shares allocated to this
          Program and available to designated Participants under
          this Program is One Million (1,000,000) Series 1 Shares,
          Five Million Four Hundred Twelve Thousand (5,412,000)
          Series 2 Shares and Two Million (2,000,000) Series 3
          Shares, except as such numbers of Shares shall be
          adjusted in accordance with the provisions of Section
          11."

               3.   The following sentence is inserted as the first
          sentence of Section 12:  "Notwithstanding anything herein
          to the contrary, no Awards, Purchase Rights or Options
          shall be granted to any person who is not an associate of
          the Company or of one of its direct or indirect
          subsidiaries unless the applicable Committee, by
          resolution, determines that such grant of an Award,
          Purchase Right or Option would not be contrary to the
          securities laws of any applicable jurisdictions at the
          time of such grant."