8-K

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


                                          FORM 8-K


                                       CURRENT REPORT 


                             Pursuant to Section 13 or 15(d) of
                             The Securities Exchange Act of 1934


         January 31, 1994                                      Commission File
           Date of Report                                         No. 0-17540
(Date of earliest event reported)



                                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.)




         One Montgomery Ward Plaza
            Chicago, Illinois                                     60671-0042
(Address of Principal Executive Offices)                          (Zip Code)



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

                  

                                       Not Applicable                      
                (Former name or former address, if changed since last report)



Item 5.  Other Events

   On January 31, 1994, Montgomery Ward & Co., Incorporated, a
wholly-owned subsidiary of Montgomery Ward Holding Corp. (the
registrant), signed a letter of intent to acquire Lechmere, Inc. 

   On February 1, 1994, the registrant issued a press release with
respect to the transactions as contemplated by the letter of
intent.  The press release is attached as Exhibit 1 hereto, and is
incorporated herein by reference.



Item 7.  Exhibits

   1.    Press release issued by the registrant on February 1, 1994.


                                          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 hereunto duly authorized.


                                    MONTGOMERY WARD HOLDING CORP.               



February 4, 1994                 By: /s/ John L. Workman     
(Date)                              John L. Workman
                                    Executive  Vice President and
                                    Chief Financial Officer
                                                                        
                  

EX-1

                          EXHIBIT INDEX


EXHIBIT                                 SUBMISSION MEDIA
- -------                                 -------------------

     1.   Press release issued          Incorporated by
          by the registrant on          reference to Exhibit 1
          February 1, 1994.             of the Company's Current
                                        Report on Form 8-K dated
                                        February 1, 1994.


 
                                                  EXHIBIT 1.

Montgomery Ward Announces
Plans to Acquire Lechmere


                                   For Immediate Release


CHICAGO, IL., Feb. 1, 1994 -- Montgomery Ward Holding Company
announced today it has reached agreement in principle to acquire
privately-held Lechmere Inc., based in Woburn, Mass.  Terms of the
agreement were not disclosed.

Lechmere, with 1993 record sales exceeding $800 million, operates
24 high volume stores in Massachusetts, New Hampshire, Rhode
Island, Connecticut and New York.  Average sales per store total
$37 million.  Four new stores are planned for 1994.  Lechmere's
primary product categories -- electronics, appliances, home office
equipment and housewares -- hold market share leadership positions
in the company's trade areas.

"This acquisition is strategically important to Montgomery Ward's
growth and benefits both companies," said Bernard F. Brennan,
Montgomery Ward chairman and chief executive officer.  "Our
acquisition of this quality company enables us to expand
geographically, which has been a principal goal of our corporate
strategy.  Additionally, we are acquiring a company with
merchandising strength in product categories that currently
represent high market share for Montgomery Ward.

"Acquiring Lechmere gives Montgomery Ward the opportunity to
capitalize on the synergies between the companies, while
maintaining the individual identity and operations of both retail
chains."

Lechmere, which employs about 5,000 associates, will continue to
operate as a separate retail company under its own name.

"This acquisition will provide our company with leveraged synergies
and capital to execute our growth plan," said J. Kent Flummerfelt,
chairman and chief executive office of Lechmere.  "We look forward
to being part of the Montgomery Ward team."

"In the past several weeks, we've made a number of key
announcements.  All of them are elements of our unified strategy to
grow this business," said Brennan.  "We are looking at many avenues
for expansion -- through new market areas, through new retail
formats and through expansion of brands.  We also are developing
new channels of distribution such as television marketing."


                            - more -

In December Montgomery Ward announced a plan to structure the
company to maximize opportunities for growth.  Since that time the
company has announced plans to open six new "Electric Avenue and
More" stores for mid-size markets, capitalizing on the company's
strengths in its electronics, major appliances and furniture
businesses.

In January Bernard W. Andrews was named president and chief
operating officer of Montgomery Ward Retail.  Andrews' return to
the company after three years at Circuit City, is designed to
facilitate direct involvement by Montgomery Ward's executive team
in pursuing growth initiatives, through acquisitions and through
expansion of existing businesses.

Additionally, the company recently announced its acquisition of the
SHIP 'N SHORE brand and its intent to expand the roster of name
brands controlled by Montgomery Ward.

Montgomery Ward is a Chicago-based company established in 1872.  It
operates more than 360 value driven specialty stores in 40 states. 
The company's 1993 revenues were approximately $6 billion.