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                                                             Exhibit 10.(iii)(D)



                                    June 25, 1997


Montgomery Ward Holding Corp.
Montgomery Ward & Co., Incorporated
Lechmere, Inc.
619 West Chicago Avenue
8th Floor
Chicago, Illinois 60610

Gentlemen:

Reference is hereby made to that certain (i) Program Agreement (the "Program
Agreement") dated October 12, 1989, as amended, among Montgomery Ward & Co.,
Incorporated ("MW"), General Electric Capital Corporation ("GE Capital") and
Lechmere, Inc., and (ii) Agreement (the "Fee Agreement") dated March 4, 1997
among GE Capital, Montgomery Ward Holding Corp. ("MW Holding") and MW.  Except
as otherwise defined herein, terms defined in the Program Agreement or the Fee
Agreement are used herein as therein defined.  The parties hereby desire to
amend the Program Agreement and Fee Agreement as herein provided.

1.   The Program Agreement is hereby amended to (i) delete the reference in the
     sixth recital of the March 4, 1997 amendment to the Program Agreement (the
     "March 4 Amendment") to "$21,120,000" and to substitute in its place
     "$35,200,000", (ii) increase the commitment amount under the second to last
     paragraph of Section 1 of the March 4 Amendment with respect to the Vendor
     Payable Extension Program from $150,000,000 to $250,000,000, (iii) increase
     the commitment amount under the last paragraph of Section 1 of the March 4
     Amendment from $500,000,000 to $600,000,000, and (iv) delete the reference
     in the table in such paragraph to "150,000,000" and to substitute in its
     place "$250,000,000".

2.   The Fee Agreement is hereby amended to change all references to 211.2
     shares of Preferred Stock therein to 352.0 shares of Preferred Stock.

3.   GE Capital hereby acknowledges that it has received a certificate
     representing 352.0 shares of Series C Preferred Stock of MW Holding.

4.   Each of the parties hereto acknowledges that the transactions contemplated
     by the amendments to the Program Agreement and the Fee Agreement effected
     hereby have been consummated prior to the date hereof, and each party
     hereto hereby ratifies the consummation of such transactions.

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5.   Each of the parties hereto acknowledges and confirms that GE Capital has
     made, and may, in its sole discretion, make, Payments pursuant to the
     Program Agreement in excess of $600,000,000.  Any such Payments in excess
     of $600,000,000 shall be governed by the terms of the Program Agreement.

6.   Each of MW and MW Holding represents and warrants to GE Capital that the
     execution, delivery and performance by each of them of this Agreement and
     the consummation of the transactions contemplated hereby, including the
     Charter Amendment and the issuance of the Preferred Stock, have been duly
     authorized by its Board of Directors, and, other than the approval of the
     holders of a majority of MW Holding's outstanding common stock, which have
     been obtained, do not require the consent or approval of any person which
     has not been obtained.

7.   This Agreement may be executed in any number of counterparts, each of which
     when so executed and delivered, shall be deemed to be an original and all
     of which taken together shall constitute but one and the same instrument.

8.   This Agreement shall be governed by, construed and enforced in accordance
     with the laws of the State of New York, without regard to the principles
     thereof regarding conflict of laws.

9.   Except as amended hereby, the Program Agreement and the Fee Agreement shall
     remain in full force and effect.

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Please confirm your agreement to the foregoing by signing and returning to the
undersigned an executed copy of this letter.

                                    Very truly yours,

                                    GENERAL ELECTRIC CAPITAL CORPORATION
 
                                    By: /s/ David G. Amble
                                        ------------------
                                          Name:   David Amble
                                          Title:  Vice President
 
 
Accepted and Agreed to by:

MONTGOMERY WARD HOLDING CORP.


By:  /s/ Spencer H. Heine
   -----------------------------
      Name:  Spencer H. Heine
      Title: Executive Vice President



MONTGOMERY WARD & CO., INCORPORATED


By:  /s/ Spencer H. Heine
   -----------------------------
      Name:  Spencer H. Heine
      Title: Executive Vice President



LECHMERE, INC.


By:  /s/ Spencer H. Heine
   -----------------------------
      Name:  Spencer H. Heine
      Title: Vice President

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