<PAGE>

                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549-1004

                                    FORM 10-K/A

                                 Amendment No. 1 to

                    Annual Report Pursuant to Section 13 or 15(d)
                of the Securities Exchange Act of 1934 (Fee Required)

               For the 52-Week Period Ended           Commission File
                     December 28, 1996                  No. 0-17540

                            MONTGOMERY WARD HOLDING CORP.
               (Exact name of registrant as specified in its charter)


                  DELAWARE                              36-3571585
          (State or other jurisdiction                (I.R.S. Employer
          of incorporation or organization)           Identification No.)

          Montgomery Ward Plaza, Chicago, Illinois       60671-0042
          (Address of principal executive offices)       (Zip Code)

        Registrant's Telephone Number, including area code:  (312) 467-2000


               Securities registered pursuant to Section 12(b) of the Act

              Title of each class             Name of each exchange
                                              on which registered
                Not Applicable                      None

           Securities registered pursuant to Section 12(g) of the Act:
                     Class A Common Stock, Series 1, $.01 Par Value
                                    (Title of class)
                     Class A Common Stock, Series 2, $.01 Par Value
                                    (Title of class)
          Voting Trust Certificates representing Shares of Class A Common
                            Stock, Series 1, $.01 Par Value
                                    (Title of class)
          Voting Trust Certificates representing Shares of Class A Common
                            Stock, Series 2, $.01 Par Value
                                    (Title of class)
                          Class B Common Stock, $.01 Par Value
                                    (Title of class)


  Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.


 Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes  X .  No    .

   At March 20, 1997, there were 18,330,641 shares of Class A Common Stock and
 25,000,000 shares of Class B Common Stock of the Registrant outstanding.

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                                       PART II

   Item 6. "Selected Financial Data" is hereby amended and restated in its
           entirety, to correct a typographical error in the leading paragraph
           thereof, to read as follows:

   The following summary of certain financial information for each of the five
   fiscal years in the period ended December 28, 1996 has been derived from the
   Consolidated Financial Statements of MW Holding.  Such information for each
   fiscal year should be read in conjunction with the Consolidated Financial
   Statements and notes thereto and the report of independent public
   accountants beginning on page 29.

<TABLE>
<CAPTION>
                 (Dollars in millions, except per share amounts)
   ----------------------------------------------------------------------
                            As Of And For the...
   ----------------------------------------------------------------------
                     53-Week               52-Week
                     Period                Period
                      Ended                 Ended
                     Jan. 2    Jan. 1,     Dec. 31,     Dec. 30,        Dec. 28,
                      1993      1994        1994          1995            1996
                      ------   -------     -------      --------        -------
<S>                   <C>      <C>         <C>          <C>             <C>

Total Revenues       $5,803    $6,023      $7,029       $7,085          $6,620

Net Income (Loss)(a)    100       101         109           (9)           (237)

Net Income (Loss)
 Applicable to
 Common Share-
  holders (a)            92       101         107          (13)           (249)

Net Income (Loss)
 per Class A
 Common Share (a)      2.01      2.29        2.48         (.31)          (6.18)

Total Assets          3,485     3,835       4,537        4,884           4,879

Long-Term Debt          125       213         228          423              87

Obligations Under
 Capital Leases          95        89          81           66              60

Total Share-
holders' Equity (a)     553       607         679          700             433

Redeemable
Preferred Stock          -         -           75          175             175

Cash Dividends
per Common
Share                   .25       50          .50           -               -

</TABLE>

   a) 1994 amounts are presented before the cumulative effect of a change in
         accounting principle, see Note 6 in the Notes to the Consolidated
         Financial Statements.

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   Note 21 to the Montgomery Ward Holding Corp. Notes to Consolidated Financial
   Statements is hereby amended and restated in its entirety, to correct
   typographical errors to the line items entitled Capital Expenditures --
   Retail Marketing and Capital Expenditures -- Direct Response Marketing for
   the 52 week period ended December 31, 1994, to read as follows:



                            MONTGOMERY WARD HOLDING CORP.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                            (Dollar amounts in millions)

   21. Business Segments

       Montgomery Ward and its subsidiaries are engaged in retail merchandising
       and direct response marketing, including insurance, in the United States.
       Following is information regarding revenues, earnings and assets of the
       Company by segment.

                                   52-Week Period Ended
                             --------------------------------
                             Dec. 28,   Dec. 30,    Dec. 31,
                               1996       1995        1994
                             ---------- ----------  ----------
 Total Revenues
  Retail Merchandising......    $5,879    $6,531     $6,564
  Direct Response Marketing...     741       554        465
                              ---------- ----------  ----------
      Total................      6,620     7,085      7,029
                              ---------- ----------  ----------
                              ---------- ----------  ----------
 Operating Earnings (Losses)
   Retail Merchandising....     $ (320)   $   31     $  194
   Direct Response Marketing..      71        70         60
   Corporate and Other (a).       (126)     (124)       (89)
                              ---------- ----------  ----------
      Total.................    $ (375)   $  (23)    $  165
                              ---------- ----------  ----------
                              ---------- ----------  ----------
 Identifiable Assets
   Retail Merchandising....     $3,207    $3,504     $3,314
   Direct Response Marketing..   1,203       920        789
   Corporate and Other.......      469       460        434
                              ---------- ----------  ----------
      Total................     $4,879    $4,884     $4,537
                              ---------- ----------  ----------
                              ---------- ----------  ----------
 Depreciation and Amortization
   Retail Merchandising......   $  119    $  118     $  105
   Direct Response Marketing.      220       149        125
                              ---------- ----------  ----------
     Total.................     $  339    $  267     $  230
                              ---------- ----------  ----------
                              ---------- ----------  ----------
Capital Expenditures
  Retail Merchandising.....     $   58    $  109     $  180
  Direct Response Marketing.        17        13          4
                              ---------- ----------  ----------
     Total.................     $   75    $  122     $  184

                              ---------- ----------  ----------
                              ---------- ----------  ----------

   (a) 1995 included $25 of severance and relocation costs.

      Under the laws and regulations applicable to insurance companies, certain
      subsidiaries of Signature are limited in the amount of dividends they may
      pay without the approval of the Illinois Insurance Department and are
      prohibited from making any loans and advances to Montgomery Ward and its
      affiliates.  Under these laws, the restricted subsidiaries, which had
      aggregate retained earnings of $176, and aggregate total shareholders'
      equity of $231, can pay dividends of $39 during 1997 as determined on a
      statutory basis, subject to the ability of certain subsidiaries to
      generate earned surplus.  Dividends received by Signature from
      insurance subsidiaries were $44, $42 and $35 for 1996, 1995 and 1994.


<PAGE>

   PART IV

   Exhibit 23 is hereby amended and restated in its entirety to include the
   city and date of the consent which was inadvertantly omitted from the
   previous filing, and is attached as an Exhibit hereto



<PAGE>
                                    SIGNATURE

   Pursuant to the requirements of the Securities Exchange Act of 1934, the
   Registrant has duly caused this report to be signed on its behalf by the
   undersigned thereunto duly authorized.

   MONTGOMERY WARD HOLDING CORP.


   BY                      JOHN L. WORKMAN
   NAME AND TITLE          John L. Workman, Executive Vice President,
                           Chief Financial Officer and Assistant Secretary
                           (Duly authorized officer and Principal Financial
                           and Accounting Officer)
   DATE                    March 31, 1997