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                                                                   10. (xi) (A)

                                 CONFIDENTIAL
                                 ------------

April 15, 1997


Tom Austin
20600 Milton Court
Brookfield, Wisconsin  53045


Dear Tom:


This letter confirms our offer to you as Executive Vice President and General
Merchandise Manager for Montgomery Ward.  You will report to Roger Goddu,
Chairman and Chief Executive Officer.  Your reporting relationship may change in
the future, but, you will only report to either Tom Grimes or Roger Goddu.  You
will be a member of the Montgomery Ward Executive Committee.  Your compensation
plan will include the following:

     1.)  Base salary of $400,000 annually, paid semi-monthly.  You will be
          eligible for normal merit increase reviews beginning in 1998.

     2.)  Target bonus on the Performance Management Plan of $150,000. Based
          upon the achievement of superior performance against specific
          objectives for the year, you have the opportunity to earn up to 150%
          of your target bonus. For fiscal 1997, 1998 and 1999, your target
          bonus of $150,000 will be guaranteed. Additionally, we will pre-pay
          your guaranteed bonus targets for 1997 and 1998.

     3.)  You will receive a hiring bonus of $50,000 within 30 days of
          employment to handle miscellaneous losses incurred by the move.

     4.)  The Company will provide you with a special bonus plan to offset
          your Kohl's equity loss that will provide for a maximum payment of
          $500,000 which will vest as follows:

                             $200,000    5-1-1998 
                             $150,000    5-1-1999                           
                             $150,000    5-1-2000 

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Tom Austin
April 15, 1997
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          The payment of monies earned for this bonus award will be made on May
          1, 2000. If you leave the company prior to May, 2000, you will receive
          only the vested amount as of your separation date.

     5.)  You will participate in the senior officer perquisites, including;
          financial counselling, tax assistance, executive medical, and annual
          physical examination.

     6.)  Montgomery Ward will provide you with a relocation plan, including
          movement of household goods, househunting trips, home purchase plan at
          100% of the appraised value of your home, and payment of your closing
          costs on your home purchase, plus up to two points on your financing
          of a new home.  Your temporary housing expenses in the Chicago area
          for the first six months (or until relocation if sooner) will be paid
          by Montgomery Ward.  You will receive a gross up for the taxes you
          incur as a result of your relocation.

     7.)  As soon as possible after your start date, you will be recommended
          for a stock option for 300,000 shares of Montgomery Ward Holding stock
          at the 1997 fair value.  These options will vest as follows:

                            100,000 - May 1, 1998
                            100,000 - May 1, 1999
                            100,000 - May 1, 2000

          All stock options in point 6 are subject to the Terms and Conditions
          of the Stockholders Agreement. (A copy of the current Prospectus is
          included). If the Montgomery Ward Holding stock is diluted or a new
          plan is implemented, you will receive additional stock options to
          retain your ownership opportunity at substantially the same level as
          the original 300,000 share option grant.

     8.)  If Montgomery Ward initiates a separation of your employment for
          any reason other than "Cause" as defined below, you will receive:

               A)   Your base salary through May 1, 2000, however, not less
                    than twelve months.

               B)   The continuation of the vesting of your stock and stock
                    options through May 1, 2000.

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Tom Austin
April 15, 1996
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          "Cause" shall mean (i) your willful failure to substantially perform
          your duties hereunder, (ii) your willful failure to follow a written,
          lawful order or written directive from the Board of Directors or Chief
          Executive Officer of the company, or (iii) your conviction of any kind
          of felony or any misdemeanor involving moral turpitude. For purposes
          of this paragraph, no act, failure to act, on your part shall be
          considered "willful" unless such act, or failure to act by you was not
          in good faith and was without reasonable belief that your action or
          omission was in the best interest of the Company.

          If you voluntarily leave Montgomery Ward, or are separated for
          "Cause", you will receive no severance payments, nor will your stock
          continue to vest beyond your separation date.

     9.)  The non-compete provision of the Stockholder's Agreement is
          modified for you to provide only a one year non-compete period
          following any separation from Montgomery Ward; and, such non-
          competition will apply only to Sears, J.C. Penney, Target and Kohl's.

I am happy that you are considering joining Montgomery Ward.  If you are in
agreement with this letter, please sign below and return it to me whereupon it
will become our binding agreement.  I am certain that your management ability
can help move Montgomery Ward to the premier position in the Industry.


Sincerely,


/s/ Robert A. Kasenter
--------------------------------
Robert A. Kasenter
Executive Vice President
Human Resources


cc:  Roger Goddu

 
/s/ Tom Austin
--------------------------------
Tom Austin

April 16, 1997
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Date

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