EXHIBIT 10.(iv)(A)(5)

                       AMENDMENT NO. 10 TO
    MONTGOMERY WARD & CO., INCORPORATED STOCK OWNERSHIP PLAN
                      TERMS AND CONDITIONS


          This Amendment No. 10 to the Montgomery Ward & Co.,
Incorporated Stock Ownership Plan Terms and Conditions ("Amendment
No. 10") 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"), and Bernard F. Brennan, individually
and as attorney-in-fact for the other parties to those certain
Montgomery Ward & Co., Incorporated Stock Ownership Plan Terms and
Conditions as heretofore amended and restated (the "Terms and
Conditions").

          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 Terms and Conditions is hereby
amended and restated as of the date hereof as set forth on Exhibit
A hereto.

          2.   This Amendment No. 10 is adopted by the Company with
the consent of the holders of not less than 66 2/3 % of the
outstanding Shares, as provided in Section 7.2 of the Terms and
Conditions.

          IN WITNESS WHEREOF, the undersigned hereby consent to and
execute this Amendment No. 10 as of the day and year first above
written.

MONTGOMERY WARD HOLDING CORP.



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





/s/ Bernard F. Brennan,
individually, and as attorney-in-fact for the
beneficial owners of all Shares (as defined
in the Terms and Conditions) 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 participants 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 Participants 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 of Common Stock which GE Capital and
     the GE Capital Affiliates purchased on June 22, 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 of Common Stock which GE Capital and the
     GE Capital Affiliates purchased on June 22, 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 holders
     of Class A Shares, voting as a class, and two to be elected by
     the holders of Class B Common Stock, 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 shall be in effect and
     GE Capital or any GE Capital Affiliate shall own any shares of
     Class B Common Stock, GE Capital shall have the right to elect
     one of the two directors to be elected by the holders of Class
     B Common Stock.

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.