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                                                            EXHIBIT 10.(i)(A)(3)

                              AMENDMENT NO. 17 TO
                              -------------------

                            STOCKHOLDERS' AGREEMENT
                            -----------------------


     This Amendment No. 17 to Stockholders' Agreement ("Amendment No. 17") is
consented to and made as of the 31st day of March, 1997 by and among MONTGOMERY
WARD HOLDING CORP., a Delaware corporation (the "Company"), Bernard F. Brennan,
individually and as attorney-in-fact for certain other parties to that certain
Stockholders' Agreement dated as of June 17, 1988, as heretofore amended (the
"Stockholders' Agreement"), General Electric Capital Corporation, a New York
corporation, and Myron Lieberman, as Trustee of the Brennan 1988 MW Trust.

    WHEREAS, it is advisable to amend the Stockholders' Agreement to make
certain changes set forth herein;

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:


     Section 7.1 of the Stockholders' Agreement is hereby amended as follows:

     1.   Paragraph (a) of Section 7.1 is hereby designated as paragraph (a)(i)
          of Section 7.1 and amended by inserting at the beginning of such
          paragraph the words "with respect to Management Shareholders whose
          employment with the Ward Group is terminated prior to February 1,
          1997,".

     2.   A new paragraph (a)(ii) is added to Section 7.1 to read as follows: 

     "    (ii) with respect to all other Management Shareholders, during the
     time that he is employed by a member of the Ward Group and for a period of
     one year following the termination of his employment by the Ward Group for
     any reason whatsoever other than discharge without Cause, he shall not,
     directly or indirectly, own, manage, operate, join, control, be employed
     by, or participate in the ownership, management, operation or control of or
     be connected in any manner, including but not limited to holding the
     positions of officer, director, shareholder, consultant, independent
     contractor, employee, partner or investor, with any of K-mart Corporation,
     Wal-Mart Stores, Inc., Sears, Roebuck and Co., Dayton Hudson Corp., J.C.
     Penney or any affiliate of the foregoing; provided that such Management
     Shareholder may invest in stocks, bonds or securities of any entity (but
     without participating in the business thereof) if such stocks, bonds or
     other securities are listed for trading on a national securities exchange
     or on NASDAQ and such Management Shareholders' investment does not exceed
     1% of the issued and outstanding shares of capital stock, or in the case of
     bonds or other securities, 1% of the aggregate principal amount thereof
     issued and outstanding;"
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      IN WITNESS WHEREOF, the undersigned hereby consent to and execute this 
Amendment No. 17 as of the day and year first above written.


MONTGOMERY WARD HOLDING CORP.            GENERAL ELECTRIC CAPITAL CORPORATION



By:  /s/ John Workman                    By:  /s/ Edward D. Stewart
     -----------------------------            -------------------------------
Its: Exec VP and CFO                     Its: Exec VP
     -----------------------------            -------------------------------
     
/s/ Bernard F. Brennan                    /s/ Myron Lieberman
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Bernard F. Brennan, individually         Myron Lieberman, as Trustee of the 
and as attorney-in-fact for the          Brennan 1988 MW Trust.
beneficial owners of all Shares 
(as defined in the Stockholders'
Agreement) held by him as Voting
Trustee under those certain Voting
Trust Agreements dated as of 
June 21, 1988 and October 21, 
1994, respectively.
 
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