--------------------------------------------------------------------------------
                    SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C.  20549-1004


                                 FORM 10-Q


               Quarterly Report under Section 13 or 15(d) of
                    the Securities Exchange Act of 1934


  For the Quarterly Period Ended                       Commission File
      September 30, 1995                                 No. 0-17540



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



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


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

            Registrant's Telephone Number Including Area Code:
                              (312) 467-2000


 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 October 28, 1995, there were 19,775,232 shares of Class A Common Stock and 
25,000,000 shares of Class B Common Stock of the Registrant outstanding.


--------------------------------------------------------------------------------
<PAGE>
               PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements.


                                   INDEX

                                                            Page
Montgomery Ward Holding Corp.
 Consolidated Statements of Income                            2

 Consolidated Condensed Balance Sheet                         4

 Consolidated Statement of Cash Flows                         5
 
 Notes to Consolidated Condensed Financial Statements         7
<PAGE>
                       MONTGOMERY WARD HOLDING CORP.
                     CONSOLIDATED STATEMENT OF INCOME
              (Millions of dollars, except per share amounts)


                                                       For the13-Week
                                                        Period Ended
                                               September 30,         October 1,
                                                    1995                1994

Revenues
 Net sales, including leased and licensed
  department sales                                  $1,562              $1,571
 Direct response marketing revenues,
  including insurance                                  142                 119
Total Revenue                                        1,704               1,690
Costs and Expenses
 Cost of goods sold, including net occupancy
  and buying expense                                 1,240               1,235
 Operating, selling, general and
  administrative expenses, including
  benefits and losses of directreponse operations      435                 416
 Interest expense, net of investment 
  income                                                24                  16
    Total Costs and Expenses                         1,699               1,667

Income Before Income Taxes                               5                  23
Income Tax Expense                                       2                   8

Net Income                                               3                  15
Preferred Stock Dividend Requirements                    1                   1

Net Income Applicable to
 Common Shareholders                                 $   2              $   14



Net Income per Common Share
 Class A                                             $ .05              $  .33
 Class B                                             $ .04              $  .29


 

         See notes to consolidated condensed financial statements.
<PAGE>
                       MONTGOMERY WARD HOLDING CORP.
                     CONSOLIDATED STATEMENT OF INCOME
              (Millions of dollars, except per share amounts)


                                                           For the 39-Week
                                                            Period Ended
                                                     September 30,   October 1,
                                                          1995             1994

Revenues
 Net sales, including leased and licensed
  department sales                                      $4,439          $4,305
 Direct response marketing revenues,
  including insurance                                      407             339
    Total Revenues                                       4,846           4,644

Costs and Expenses
 Cost of goods sold, including net occupancy
  and buying expense                                     3,528           3,350
 Operating, selling, general and
  administrative expenses, including
  benefits and losses of direct
  response operations                                    1,237           1,174
 Interest expense, net of investment 
  income                                                    67              41
    Total Costs and Expenses                             4,832           4,565

Income Before Income Taxes                                  14              79
Income Tax Expense                                           4              26

Net Income                                                  10              53
Preferred Stock Dividend Requirements                        3               2

Net Income Applicable to
 Common Shareholders                                        $7             $51



Net Income per Common Share
Class A                                                $  .17          $  1.18
Class B                                                $  .14          $  1.02

Cash Dividends Declared Per Common Share
Class A                                                $   -           $   .50
Class B                                                $   -           $   .50


 

         See notes to consolidated condensed financial statements.
<PAGE> 
                     MONTGOMERY WARD HOLDING CORP.
                   CONSOLIDATED CONDENSED BALANCE SHEET
                           (Millions of dollars)

                                  ASSETS
                                             September 30,    December 31,      
                                                   1995             1994

Cash and cash equivalents. . . . . . . . . .    $     43       $   33 
Short-term investments . . . . . . . . . . .           3            3
Investments of insurance operations. . . . .         349          314  
  Total Cash and Investments . . . . . . . .         395          350

Trade and other accounts receivable. . . . .         136          112
Accounts and notes receivable from affiliates         20            6
    Total Receivables                                156          118

Merchandise inventories. . . . . . . . . . .       1,794        1,625
Prepaid pension contribution . . . . . . . .         329          324
Properties, plants and equipment, 
     net of accumulated depreciation and
     amortization. . . . . . . . . . . . . .       1,374        1,396
Direct response and insurance acquisition costs      359          322
Other assets . . . . . . . . . . . . . . . .         472          402
Total Assets . . . . . . . . . . . . . . . .      $4,879       $4,537


                   LIABILITIES AND SHAREHOLDERS' EQUITY

Short-term borrowings. . . . . . . . . . . .     $   670       $  144
Trade accounts payable . . . . . . . . . . .       1,486        1,719
Accrued liabilities and other obligations. .       1,090        1,231
Federal income taxes payable . . . . . . . .           5           14
Insurance policy claim reserves. . . . . . .         238          236
Long-term debt . . . . . . . . . . . . . . .         427          228
Obligations under capital leases . . . . . .          68           81
Deferred federal income taxes. . . . . . . .         121          122
    Total Liabilities. . . . . . . . . . . .       4,105        3,775

Redeemable Preferred Stock . . . . . . . . .          75           75

Shareholders' Equity
 Common stock. . . . . . . . . . . . . . . .           -            -
 Capital in excess of par value. . . . . . .          27           23
 Retained earnings . . . . . . . . . . . . .         758          751
 Unrealized gain on marketable equity securities      10            2
 Less:  Treasury stock, at cost. . . . . . .         (96)         (89)
    Total Shareholders' Equity . . . . . . .         699          687

Total Liabilities andShareholders' Equity. .      $4,879       $4,537





        See notes to consolidated condensed financial statements. 
<PAGE> 
                       MONTGOMERY WARD HOLDING CORP.
                   CONSOLIDATED STATEMENT OF CASH FLOWS
                           (Millions of dollars)

                                                       For the 39-Week
                                                         Period Ended
                                                  September 30,      October 1,
                                                      1995               1994
           
Cash flows from operating activities:
 Net income                                         $    10            $   53
 Adjustments to reconcile net income to net cash
 provided by operating activities:
    Depreciation and amortization. . . . . . . .         93                78
    Deferred income taxes. . . . . . . . . . . .         (5)               10
    Gain on sales/retirements of assets. . . . .        (10)                -
 Changes in operating assets and liabilities:
  (Increase) decrease in:
    Trade and other accounts receivable. . . . .        (24)              (20)
    Accounts and notes receivable from affiliates       (14)              (10)
    Merchandise inventories. . . . . . . . . . .       (169)             (248) 
    Prepaid pension contribution . . . . . . . .         (5)              (11)
    Other assets . . . . . . . . . . . . . . . .        (84)              (43)
  Increase (decrease) in:
    Trade accounts payable . . . . . . . . . . .       (233)              (17)
    Federal income taxes payable, net. . . . . .        (10)               (4)
    Accrued liabilities and other obligations. .       (159)             (125)
    Insurance policy claim reserves. . . . . . .          2                (1)
     Net cash used in operations . . . . . . . .       (608)             (338)

Cash flows from investing activities:
 Acquisition of Lechmere, net of cash acquired .          -              (109)
 Investment in ValueVision International, Inc. .         (8)                -
 Purchase of short-term investments. . . . . . .        (14)             (183)
 Purchase of investments of insurance operations       (465)             (476)
 Sale of short-term investments. . . . . . . . .         14               177
 Sale of investments of insurance operations . .        443               470
 Capital expenditures. . . . . . . . . . . . . .        (90)             (114)
 Disposition of properties, plants and equipment, net    24                 1
    Sale of assets held for disposition. . . . .          -                 1 
     Net cash used for investing activities. . .        (96)             (233)


         See notes to consolidated condensed financial statements.
<PAGE>
                       MONTGOMERY WARD HOLDING CORP.
                    CONSOLIDATED STATEMENT OF CASH FLOWS
                           (Millions of dollars)

                                                         For the 39-Week
                                                           Period Ended
                                                September 30,        October 1,
                                                     1995               1994
Cash flows from financing activities:
 Proceeds from short-term borrowings . . . . . .      $10,529          $6,255
 Payments on short-term borrowings . . . . . . .      (10,003)         (5,693)
 Proceeds from issuance of long-term debt. . . .          205             166
 Payments of Montgomery Ward long-term debt  . .           (6)           (172)
 Payments of Lechmere long-term debt . . . . . .            -             (88)
 Payments of obligations under capital leases. .           (5)             (6)
 Proceeds from issuance of Common Stock. . . . .            4               2
 Proceeds from issuance of Preferred Stock . . .            -              75
 Cash dividends paid . . . . . . . . . . . . . .           (3)            (24)
 Purchase of treasury stock, at cost . . . . . .           (7)             (5)
    Net cash provided by financing activities. .          714             510

Increase (decrease) in cash and cash equivalents           10             (61)
Cash and cash equivalents at beginning of period           33              98

Cash and cash equivalents at end of period . . .       $   43          $   37

Supplemental disclosure of cash flow information:
  Cash paid during the period for:
    Income taxes . . . . . . . . . . . . . . . .       $   22          $   25
    Interest . . . . . . . . . . . . . . . . . .       $   61          $   40

Non-cash financing activity:
 Notes issued for purchase of  Treasury stock. .       $    -          $    3

Non-cash investing activity:
 Change in unrealized gain on marketable 
     equity securities . . . . . . . . . . . . .       $    8          $    2
 Like-kind exchange of assets. . . . . . . . . .       $    -          $    4 








         See notes to consolidated condensed financial statements.
<PAGE>
                       MONTGOMERY WARD HOLDING CORP.
           NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
              (Millions of dollars, except per share amounts)


1.  Condensed Financial Statements

  Montgomery Ward Holding Corp. (the Company or MW Holding) conducts its 
operations through its only direct subsidiary, Montgomery Ward & Co., 
Incorporated (Montgomery Ward).  In the opinion of management, the unaudited 
financial statements of the Company include all adjustments necessary for a fair
presentation.  All such adjustments are of a normal recurring nature.  The 
condensed financial statements should be read in the context of the financial 
statements and notes thereto filed with the Securities and Exchange Commission 
in MW Holding's 1994 Annual Report on Form 10-K.  Certain prior period amounts 
have been reclassified to be comparable with the current period presentation.


2.  Net Income Per Common Share

 Net income per common share is computed as follows:

                                                        13-Week Period Ended
                                                        September 30, 1995
                                                     Class A          Class B
 Earnings available for Common Shareholders              $ 1              $ 1

 Weighted average number of common and common 
 equivalent shares (stock options) outstanding     20,919,243      25,000,000

 Earnings per share                                     $ .05          $ . 04


  
                                                     13-Week Period Ended
                                                        October 1, 1994
                                                      Class A        Class B
 Earnings available for Common Shareholders               $ 7            $ 7

 Weighted average number of common and common 
 equivalent shares (stock options) outstanding     21,309,266     25,000,000
 
 Earnings per share                                     $ .33          $ .29








<PAGE>
                       MONTGOMERY WARD HOLDING CORP.
           NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
              (Millions of dollars, except per share amounts)


2.  Net Income Per Common Share (continued)

                                                        39-Week Period Ended
                                                       September 30, 1995
                                                      Class A         Class B


 Earnings available for Common Shareholders            $    3         $     4

 Weighted average number of common and common 
 equivalent shares (stock options) outstanding     19,915,677      25,000,000

 Earnings per share                                     $ .17          $  .14





                                                    39-Week Period Ended
                                                       October 1, 1994
                                                       Class A        Class B

 Earnings available for Common Shareholders               $ 25           $ 26

 Weighted average number of common and common 
 equivalent shares (stock options) outstanding      21,459,648     25,000,000

 Earnings per share                                     $ 1.18         $ 1.02


3.  Benefits and Losses

  Operating, selling, general and administrative expenses include benefits and
losses related to direct response marketing operations of $28 and $26 for the 
13-week periods ended September 30, 1995 and October 1, 1994, respectively and 
$83 and $78 for the 39-week periods ended September 30, 1995 and 
October 1, 1994, respectively.

4.  Debt Agreements

  On July 11, 1995, Montgomery Ward entered into a Note Purchase Agreement
(1995 Note Purchase Agreement) with various lenders involving the private
placement of $180 of Senior Notes which have maturities of from five to ten 
years at fixed interest rates varying from 6.52% to 6.98%.  Proceeds from the 
debt issue were used to pay short-term borrowings incurred to fund the acquisi-
tion of Lechmere.

  On September 29, 1995, Montgomery Ward borrowed $25 under a Term Loan
Agreement (Term Loan Agreement) with  a bank.  The borrowings mature on 
September 30, 1999.  Under the Term Loan Agreement, Montgomery Ward may select 
among several interest rate options which are based on market rates.

  Borrowings under the 1995 Note Purchase Agreement and the Term Loan Agreement
are subject to various restrictions on Montgomery Ward, including the
satisfaction of certain financial tests which include restrictions on the pay-
ment of dividends.  The dividend restrictions under the 1995 Note Purchase 
Agreement and the Term Loan Agreement are currently no more restrictive than the
restrictions imposed by the Long Term Credit Agreement and Short Term Credit
Agreement.
<PAGE>
                 MONTGOMERY WARD HOLDING CORP.
     NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                     (Millions of dollars)


5.   Subsequent Event

   Subsequent to quarter end, Signature Financial/Marketing, Inc. ( Signature 
and, together with its subsidiaries, the  Signature Group )  and Amoco Oil 
Holding Company entered into a letter of intent for the sale of all the out-
standing capital stock of  Amoco Enterprises, Inc., operator of the Amoco Motor 
Club, to the Signature Group. Signature is a wholly-owned subsidiary of 
Montgomery Ward & Co., Incorporated, which is, in turn, a wholly-owned sub-
sidiary of Montgomery Ward Holding Corp.  The purchase price is $100 million, 
subject to certain specified adjustments based upon the closing balance sheet of
Amoco Enterprises, Inc. The transaction is subject to certain conditions, in-
cluding the completion of a due diligence review, the approval of both 
companies' Board of Directors, the receipt of all regulatory and third party 
approvals, as well as the execution of a definitive agreement between the two 
companies.
  

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

  The following discussion and analysis of results of operations for MW Holding
compares the third quarter of 1995 to the third quarter of 1994, as well as the
first nine months of 1995 to the first nine months of 1994.  All dollar amounts
referred to in this discussion are in millions, and all income and expense items
are shown before income taxes, unless specifically stated otherwise.

  MW Holding's business is seasonal, with one-third of the sales traditionally
occurring in the fourth quarter; accordingly, the results of operations for the
quarter and the first nine months are not necessarily indicative of the results
for the entire year.  
 
Results of Operations 

Third Quarter 1995 Compared with Third Quarter 1994

  Net income for the third quarter of 1995 was $3, a decrease of $12 from the
prior year.

  Consolidated total revenues (net sales and direct response marketing
revenues, including insurance) were $1,704 compared with $1,690 in 1994.  Net
sales decreased $9.  Apparel and Domestics sales decreased 6%, while Hardlines
sales  increased 3%.  Comparable store sales decreased 3%.  The Apparel and
Domestics sales decrease includes the impact of Montgomery Ward s decision to
exit the sale of paint and painting supplies in 1995.

  Direct response marketing revenues increased $23, or 19%, to $142.  The
increase was due to increased insurance revenues of $6, primarily due to
increased policyholders obtained from Montgomery Ward in-store promotions, and
increased club revenues of $17, primarily due to acquisitions as well as
increased marketing efforts.

    Gross margin (net sales less cost of goods sold) dollars were $322, a
decrease of $14, or 4%, from the third quarter of last year.  The decrease in
gross margin was due to a decrease in the gross margin rate ($10), primarily due
to decreased Hardlines margin rates, and increased occupancy costs ($4).  The
occupancy cost increase was primarily due to increased depreciation expense as
a result of 1994 and 1995 capital investments in new and existing stores. 
Competitive pressures continue to have a negative impact on margin rates.

    Operating, selling, general and administrative expenses increased $19, or 
4%, from the prior year.  This increase was due to the impact of new store 
openings of $9, increased advertising and promotional costs of $10 and increased
operating and other administrative expenses of $5, partially offset by increased
income generated from the sale of product service contracts of $5.  In addition,
the Company continued to incur expenditures associated with the integration of
Lechmere's operations, stores and merchandise information systems. 

<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations (continued)

Results of Operations (continued) 

Third Quarter 1995 Compared with Third Quarter 1994 (continued)

  Net interest expense increased $8, or 50%, from the prior year due to
increased borrowings (as more fully described in the Discussion of Financial
Condition), as well as increased interest rates. 

First Nine Months of 1995 Compared with First Nine Months of 1994

  Consolidated net income was $10, a decrease of $43 from the prior year.  Net
income for 1995 includes a first quarter loss from operations of Lechmere. 
Lechmere was acquired on March 30, 1994, therefore 1994 results exclude
Lechmere s first quarter 1994 results.   In addition, the prior year results
include a favorable income tax adjustment of $3.

  Consolidated total revenues were $4,846 compared with $4,644 in 1994.  Net
sales increased $134, or 3%, of which $192 was attributable to the first quarter
impact of Lechmere, as described above.  Excluding Lechmere's first quarter
impact, net sales decreased $58.  The decreased sales reflect a 3% decrease in
Apparel and Domestics, which includes the negative impact of exiting the sale of
paint and  paint supplies, while Hardlines sales remained even with the prior
year.   Sales on a comparable store basis, which reflects only the stores in
operation for both the first nine months of 1995 and 1994, decreased 3%.

  Direct response marketing revenues increased $68, or 20%, to $407.  The
increase was due to increased insurance revenues of $20, primarily due to
increased policyholders obtained from  Montgomery Ward in-store promotions, and
increased club revenues of $48, primarily due to acquisitions as well as
increased marketing efforts.  The acquisitions of Smilesaver in April, 1994 and
Credit Card Sentinel in October, 1994 accounted for an increase in revenues of 
$8.

    Gross margin dollars, including Lechmere, were $911, a decrease of $44, or
5%, from the first nine months of last year.  The decrease was due to the
decreased gross margin rate ($61) and increased occupancy costs ($26), partially
offset by the gross margin impact of the increase in sales ($37) and decreased
buying office and other expenses ($6). Continued competitive pressures also had
a negative impact on margin rates.   See  Third Quarter 1995 Compared with Third
Quarter 1994  for a discussion of the increase in occupancy costs.  The 1995 
gross margin rate reflects the gross margin results for Lechmere for nine months
while the 1994 rate reflects Lechmere s results for only six months.  Lechmere s
emphasis in appliances and electronics, which tend to have lower gross margin
rates, contributed to the decrease in the 1995 gross margin rate.

  Operating, selling, general and administrative expenses, including the first
quarter impact of Lechmere, increased $63, or 5%, from the prior year.  
Excluding Lechmere's first quarter impact, operating, selling, general and 
administrative expenses increased by $29. This increase was due to the impact of
new store openings of $29, increased advertising and promotional costs of $14 
and increased operating and other administrative expenses of $8, partially 
offset by the increased income generated from the sales of product service 
contracts of $22.

  Net interest expense increased $26, or 63%, from the prior year due to
increased borrowings (as more fully described in the Discussion of Financial
Condition), the first quarter impact of higher borrowings due to the Lechmere
acquisition, and increased interest rates.


<PAGE> 

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations (continued)

Discussion of Financial Condition

  Montgomery Ward is the only direct subsidiary of MW Holding and therefore
Montgomery Ward and its subsidiaries are MW Holding's sole source of funds.

  Montgomery Ward has entered into a Long Term Credit Agreement (Long Term
Agreement) dated as of September 15, 1994 with various lenders.  The Long Term
Agreement, which was extended during the third quarter of 1995 and currently
expires on September 6, 2000, provides for a revolving facility in the principal
amount of $603.  As of September 30, 1995, $444 was outstanding under the Long
Term Agreement.  Concurrently, Montgomery Ward also entered into a Short Term
Credit Agreement (Short Term Agreement) dated as of September 15, 1994 with
various lenders.   The  Short  Term  Agreement,  which was extended during the
third quarter of 1995 and currently expires on September 6, 1996, provides for
a revolving facility in  the  principal  amount of $297.  As of September 30,
1995, $181 was outstanding under the Short Term Agreement.  In addition, $45 was
outstanding under short-term uncommitted bank lines of credit as of 
September 30, 1995, which the Company uses to diversify its borrowings when 
interest rates under the uncommitted lines are attractive.

  Under the Long Term Agreement and the Short Term Agreement (collectively, the
Agreements), Montgomery Ward may select among several interest rate options,
including a rate negotiated with one or more of the various lenders.  The
interest rates for the aforementioned bank borrowings are based on market rates
and significant increases in market interest rates will increase interest
payments required.  A commitment fee is payable based upon the unused amount of
each facility, although under certain circumstances, an additional fee may be
payable to lenders not participating in a negotiated rate loan.

  During the fourth quarter of 1994, Montgomery Ward entered into interest rate
exchange and cap agreements with various banks to offset the market risk
associated with an increase in interest rates under both the Long Term Agreement
and Short Term Agreement.  The aggregate notional principal amounts under the
interest rate exchange agreements is $175 in 1995.  Under the terms of the
interest rate exchange agreements, Montgomery Ward pays the banks a weighted
average fixed rate of 7.4% multiplied by the notional principal amount in 1995
and will receive the one-month daily average London Interbank Offered (LIBO) 
rate multiplied by the notional principal amount.  The average aggregate 
notional principal amount under the various cap agreements is $154 in 1995.  
Under the terms of the cap agreements, Montgomery Ward receives payments from 
the banks when the one-month daily average LIBO rate exceeds the 5.5% cap strike
rate in 1995.  Such payments will equal the amount determined by multiplying the
notional principal amount by the excess of the percentage rate, if any, of the 
one-month daily average LIBO rate over the cap strike rate.  The interest rate 
exchange and cap agreements increased the effective borrowing rate under the 
Agreements by .45% for the 39-week period ended September 30, 1995.  Montgomery 
Ward is exposed to credit risk in the event of nonperformance by the other 
parties to the interest rate exchange and cap agreements; however, Montgomery 
Ward anticipates full performance by the counterparties. 

  On July 11, 1995, Montgomery Ward entered into a Note Purchase Agreement
(1995 Note Purchase Agreement) with various lenders involving the private
placement of $180 of Senior Notes which have maturities of from five to ten 
years at fixed interest rates varying from 6.52% to 6.98%.  Proceeds from the 
debt issue were used to repay short-term borrowings incurred to fund the 
Company's acquisition of Lechmere.  See Note 4 to the Consolidated Condensed 
Financial Statements.

  On September 29, 1995, Montgomery Ward borrowed $25 under a Term Loan
Agreement (Term Loan Agreement) with a bank.   The borrowings mature on 
September 30, 1999.  Under the Term Loan Agreement,  Montgomery Ward may select 
among several interest rate options which are based on market rates.  See Note 4
to the Consolidated Condensed Financial Statements.

<PAGE> 

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations (continued)

Discussion of Financial Condition (continued)

  The Agreements, the 1993 Note Purchase Agreements, the 1995 Note Purchase
Agreement and the Term Loan Agreement impose various restrictions on Montgomery
Ward, including the satisfaction of certain financial tests which include
restrictions on payments of dividends.  Under the terms of the Agreements and 
the Term Loan Agreement, which are currently the most restrictive of the 
financing agreements as to dividends, distributions and redemptions, Montgomery 
Ward may not pay dividends or make any other distributions to the Company or 
redeem any Common Stock in excess of (1) $63 on a cumulative basis, plus (2) 50%
of Consolidated Net Income of Montgomery Ward (as defined in the Agreements) 
after January 1, 1994, plus (3) any repayment by the Company of any loan or 
advance made by Montgomery Ward to the Company which was received after 
January 1, 1994, plus (4) capital contributions received by Montgomery Ward 
after January 1, 1994, plus (5) net proceeds received by Montgomery Ward from 
(a) the issuance of capital stock including treasury stock but excluding Debt-
Like Preferred Stock (as defined in the Agreements) or (b) any indebtedness 
which is converted into shares of capital stock other than Debt-Like Preferred 
Stock of Montgomery Ward or the Company, after January 1, 1994, plus (6) an ad-
justment of $45 for 1994 through 1996, $30 in 1997 and $15 in 1998.

  Financing requirements were expected to increase in 1995 due to new store
openings and the Lechmere acquisition.  The Company has made, and will continue
to make significant investments in Lechmere's operations, particularly in the
computer systems used by store and buying office associates.  However, lower 
than expected sales and lower inventory turnover also contributed to the in-
crease in debt levels and interest expense over the prior year.  The prior year 
debt levels were reduced by a dividend received by Montgomery Ward from Signa-
ture of $15. Signature did not pay a 1995 dividend.  Increased short term in-
terest rates also caused an increase in interest expense.  Inventory management 
initiatives are underway which are intended to reduce working capital and debt 
levels by year-end, although management can not assure these initiatives will be
successful.

  Future cash needs are expected to be provided by ongoing operations, the sale
of customer receivables to Montgomery Ward Credit Corporation (Montgomery Ward
Credit), a subsidiary of General Electric Capital Corporation and borrowings
under the Agreements.

  Capital expenditures during the first nine months of 1995 of $90 were
primarily related to expenditures for the opening of three Electric Avenue & 
More stores, the relocation of one Lechmere store and various merchandise fix-
ture and presentation programs.  Capital expenditures for the comparable 1994 
period were $114.
<PAGE> 
                        PART II - OTHER INFORMATION


Item 1. Legal Proceedings.

 None.


Item 2. Changes in Securities.

 None.


Item 3. Defaults Upon Senior Securities.

 None.


Item 4. Submission of Matters to a Vote of Security Holders.

 None.


Item 5. Other Information.

 None.


Item 6. Exhibits and Reports on Form 8-K.

  On September 13, 1995, the Registrant filed a Form 8-K to communicate its in-
tention to acquire newly issued shares of common stock of Levitz Furniture In-
corporated.  The press release issued by the Registrant jointly with Levitz 
Furniture Incorporated on September 5, 1995 was included as an exhibit thereto.

10.(i)(H)(1) Amended Schedule 1 to the Long Term Credit Agreement dated as of 
             September 15,1994 among Montgomery Ward & Co., Incorporated, 
             various banks, The First National Bank of Chicago, as Documentary 
             Agent, The Bank of Nova Scotia, as Administrative Agent, The Bank 
             of New York, as Negotiated Loan Agent and Bank of America National
             Trust and Savings Association, as Advisory Agent.

10.(i)(I)(1) Amended Schedule 1 to the Short Term Credit Agreement dated as of 
             September 15,1995 among Montgomery Ward & Co., Incorporated, 
             various banks, The First National Bank of Chicago, as Documentary 
             Agent, The Bank of Nova Scotia, as Administrative Agent, The Bank 
             of New York, as Negotiated Loan Agent and Bank of America National 
             Trust and Savings  Association, as Advisory Agent.

10.(i)(K)    Term Loan Agreement dated as of September 29, 1995 between 
             Montgomery Ward & Co., Incorporated and The Industrial Bank of 
             Japan, Limited, Chicago Branch.   
<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 under-
signed thereunto duly authorized.


REGISTRANT                              MONTGOMERY WARD HOLDING CORP.


BY                                      JOHN L. WORKMAN
NAME AND TITLE                          John L. Workman, Executive Vice 
                                        President, Chief Financial Officer 
                                        and Assistant Secretary
DATE                                    November 14, 1995