SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549


                           Schedule 13D


             Under the Securities Exchange Act of 1934
                        (Amendment No. 3)1

                   MONTGOMERY WARD HOLDING CORP.
                         (Name of Issuer)

                    Common Stock, $.01 Par Value 
                   (Title of Class of Securities)

                               None
                          (CUSIP Number)

                          Myron Lieberman
                         Altheimer & Gray
                        10 South Wacker Dr.
                            Suite 4000
                      Chicago, Illinois 60671
                          (312) 715-4500          
               (Name, Address and Telephone Number of Person
             Authorized to Receive Notices and Communications)

                           July 18, 1997              
        (Date of Event which Requires Filing of this Statement)

 If the filing person has previously filed a statement on Schedule 13G
 to report the acquisition which is  the subject of this Schedule 13D,
 and is filing this Schedule because of Rule 13d-1(b)(3) or (4), check
 the following box.  /  /

 Check the following box if a fee  is being paid with the statement. /  /
 (A  fee  is not  required only  if the  Reporting  Person: (1)  has a
 previous  statement on  file reporting  beneficial ownership  of more
 than five percent of the class of securities described in Item 1; and
 (2) has  filed no  amendment subsequent thereto  reporting beneficial
 ownership of five percent or less of such class.)  (See Rule 13d-7.)

 Note.  Six copies  of this statement, including all  exhibits, should
 be  filed with the Commission.  See  Rule 13d-1 (a) for other parties
 to whom copies are to be sent.

                      (Continue on following pages)
                                

________________

       1    The  remainder of this cover page shall be  filled out for a
   reporting  person's initial filing  on this form with  respect to the
   subject  class  of  securities,  and  for  any  subsequent  amendment
   containing information  which would  alter disclosures  provided in a
   prior cover page.

            The information required on the remainder of this cover page
   shall not be deemed to  be "filed" for the  purpose of Section 18  of
   the Securities Exchange  Act of 1934 ("Act") or otherwise  subject to
   the  liabilities of that section of  the Act but shall  be subject to
   all other provisions of the Act (however, see the Notes). 
 
 



   _________________________________________________________

   1.   Name of Reporting Person:

        Myron Lieberman
   _________________________________________________________

   2.   Check the Appropriate Box if a Member of a Group:
                                                (a)     /  /
                                                (b)     /  /
   _________________________________________________________

   3.   SEC Use Only
   _________________________________________________________

   4.   Source of Funds:  WC, OO, PF (See Item 3)
   _________________________________________________________

   5.   Check box if Disclosure of Legal Proceedings is
        Required Pursuant to Items 2(e) or 2(f):        /  /
   _________________________________________________________

   6.   Citizenship or Place of Organization:  United States
        of America
   _________________________________________________________

                    7.  Sole Voting Power: 0 (See Items 4,
                        5 and 6)
   Number of        ________________________________________
   Shares
   Beneficially     8.  Shared Voting Power: 0 (See Items 4,
   Owned                5 and 6)
   Each             ________________________________________
   Reporting        
   Person           9.  Sole Dispositive Power: 314,485
   With                 (See Items 4, 5 and 6)
                    ________________________________________

                    10. Shared Dispositive Power: 0  (See
                        Items 4, 5 and 6)
   _________________________________________________________

   11.   Aggregate Amount Beneficially Owned by Each
         Reporting Person: 314,485
   ________________________________________________________

   12.   Check Box if the Aggregate Amount in Row (11)
         Excludes Certain Shares:                       /  /
   _________________________________________________________

   13.   Percent of Class Represented by Amount in Row (11):
         1.7% of the Class A Common Stock, constituting 0.7%
         of the Common Stock
   _________________________________________________________

   14.   Type of Reporting Person:  IN
   _________________________________________________________ 
 



   This statement constitutes Amendment No. 3 to the
   Statement on Schedule 13D filed October 24, 1991 and
   amended on November 22, 1991 and April 7, 1992 (the
   "Schedule 13D") by Myron Lieberman in connection with the
   beneficial ownership of shares of Class A Common Stock,
   Series 1, $.01 par value per share ("Series 1 Shares"),
   of Montgomery Ward Holding Corp. (the "Company"), and
   voting trust certificates with respect thereto. Pursuant
   to Item 101(a)(2)(ii) of Regulation S-T, the entire text
   of the Schedule 13D is hereby amended and restated as set
   forth below, but previously filed paper exhibits have not
   been re-filed electronically herewith.

   Item 1.  Security and Issuer.

          This statement relates to the Class A Common
   Stock, Series 1, par value $.01 per share, of Montgomery
   Ward Holding Corp., and voting trust certificates with
   respect thereto. The principal executive offices of the
   Company are located at Montgomery Ward Plaza, Chicago,
   Illinois 60671.

   Item 2.  Identity and Background.

          (a)  This statement is being filed by Mr.
   Lieberman.

          (b)  Mr. Lieberman's business address is 10 S.
   Wacker Drive, Suite 4000, Chicago, IL 60606.

          (c)  Mr. Lieberman is a senior partner in the law
   firm of Altheimer & Gray, 10 S. Wacker Drive, Suite 4000,
   Chicago, IL 60606 and has practiced law in Chicago,
   Illinois since 1954.

          (d)  Mr. Lieberman has not, during the last five
   years, been convicted in a criminal proceeding (excluding
   traffic violations and similar misdemeanors).

          (e)  Mr. Lieberman has not, during the last five
   years, been a party to a civil proceeding of a judicial
   or administrative body of competent jurisdiction as a
   result of which proceeding Mr. Lieberman was or is
   subject to a judgment, decree or final order enjoining
   future violations of, or prohibiting or mandating
   activities subject to, federal or state securities laws
   or finding of any violation with respect to such laws.

          (f)  Mr. Lieberman is a citizen of the United
   States of America.

   Item 3. Source and Amount of Funds or Other Consideration

          Mr. Lieberman has beneficial ownership of 314,485
   Series 1 Shares of the Company, represented by Voting
   Trust Certificates (as defined below) (collectively,
   "Shares"), of which 294,250 Shares are directly owned by
   Lieberman Investment Limited Partnership ("LILP"), a
   limited partnership of which Mr. Lieberman is the sole
   general partner.  The source and amount of funds or other 
 



   consideration used by LILP to purchase Shares consisted
   of $58,850.00 of working capital (consisting of funds
   invested by the partners of LILP).  Mr. Lieberman has
   acquired beneficial ownership of 10,235 Shares in his
   individual capacity pursuant to the Montgomery Ward &
   Co., Incorporated Directors Fee and Stock Ownership Plan
   (the "Directors Plan"), pursuant to which Mr. Lieberman
   had elected to receive Shares in exchange for fees due
   him for services as a director rendered to the Company
   and its subsidiary, Montgomery Ward & Co., Incorporated
   ("MW"), beginning in 1991.  Mr. Lieberman acquired
   beneficial ownership of 10,000 Shares in his individual
   capacity by purchasing Voting Trust Certificates from
   Dominic M. Mangone on November 22, 1991, at a price of
   $.20 per Share (or $2,000 in the aggregate). Mr.
   Lieberman used personal funds for such purchase.

   Item 4.  Purpose of Transaction.

          The 314,485 Shares to which this Statement relates
   are currently held for investment purposes. During the
   time Mr. Lieberman served as a director of the Company
   and MW, he held Shares for investment purposes and to
   influence the direction and management of the Company. 
   In light of the role of Altheimer & Gray, of which Mr.
   Lieberman is a senior partner, as counsel to the Company
   and its subsidiaries, and in light of Mr. Lieberman's
   role in such representation, Mr. Lieberman may be deemed
   to hold the Shares reported herein to influence the
   direction and management of the Company, although no such
   admission is made.

          On June 21, 1988, LILP acquired 294,250 Shares
   (after giving effect to a five for one split-up of the
   Company's Common Stock on April 2, 1990).  The
   Partnership Agreement for LILP (the "LILP Partnership
   Agreement") is attached hereto as Exhibit 1 and
   incorporated herein by reference.

          From 1991 through 1997, Mr. Lieberman has acquired
   10,235 Shares in his individual capacity pursuant to the
   Directors Plan.  On July 18, 1997 (the "Resignation
   Date"), Mr. Lieberman resigned as a director of each of
   the Company and MW. The Directors Plan is attached hereto
   as Exhibit 2 and incorporated herein by reference.  

          On November 22, 1991, Mr. Lieberman purchased
   10,000 Shares from Dominic M. Mangone at a price of $.20
   per Share.

          All Series 1 Shares acquired by LILP and by Mr.
   Lieberman have been deposited into a voting trust (the
   "Voting Trust") created by that certain Voting Trust
   Agreement dated June 21, 1988 (the "Voting Trust
   Agreement"). Pursuant to the Voting Trust Agreement,
   Bernard F. Brennan ("Mr. Brennan"), as voting trustee (or
   any successor voting trustee) (the "Voting Trustee") has
   full and exclusive power to vote such shares (subject to
   certain limited exceptions) and holds such shares of
   record. The Voting Trustee has issued voting trust 
 



   certificates ("Voting Trust Certificates") in exchange
   for such shares.  Under the Voting Trust Agreement, the
   Voting Trustee has (with certain very limited exceptions)
   full and exclusive power and authority to vote and give
   consents with respect to the shares of stock held subject
   to the Voting Trust. The Voting Trust Agreement will
   expire by its terms on June 21, 1998.  The Voting Trust
   Agreement is attached hereto as Exhibit 3 and
   incorporated herein by reference.

          From October 14, 1991 until the Resignation Date,
   Mr. Lieberman served as the trustee of a trust (the
   "Family Trust") for the benefit of members of the family
   of Mr. Brennan. At all times while Mr. Lieberman was
   trustee, the Family Trust directly held 2,200,000 shares
   of Class A Common Stock, Series 1, which shares were not
   required to be deposited in the Voting Trust. During the
   time he served as trustee of the Family Trust, Mr.
   Lieberman had voting and dispositive power with respect
   to the Series 1 Shares held in the Family Trust. Pursuant
   to the Stockholders' Agreement (as defined below), Mr.
   Lieberman, as trustee of the Family Trust, was subject to
   certain voting requirements with respect to the election
   as directors of the Company of designees of certain
   persons specified in the Stockholders' Agreement.  On the
   Resignation Date, Mr. Lieberman resigned as trustee of
   the Family Trust and, therefore, no longer holds any
   beneficial interest in any of the shares of Class A
   Common Stock, Series 1, held therein.

          Mr. Lieberman, LILP and all Shares beneficially
   owned by Mr. Lieberman, are subject to that certain
   Stockholders' Agreement dated as of June 17, 1988, as
   amended to date (the "Stockholders' Agreement"). 
   Pursuant to the Stockholders' Agreement and the By-laws
   of the Company, Mr. Brennan has since 1988 had the right
   to designate for election certain of the Company's
   directors. From June 1988 until the Resignation Date, Mr.
   Lieberman served as a director of the Company as a result
   of such a designation by Mr. Brennan.

          The Stockholders' Agreement provides that at any
   time in which Article V of the Stockholders' Agreement is
   in effect (which, with respect to Shares beneficially
   owned by Mr. Lieberman, will expire no later than June
   17, 1998) and a Voting Trust is not in effect, all shares
   of Common Stock of the Company held by Management
   Shareholders (as defined in the Stockholders' Agreement,
   which definition includes Mr. Lieberman) and Permitted
   Transferees (as defined in the Stockholders' Agreement,
   which definition includes LILP) shall be voted on all
   matters in the same manner that Mr. Brennan votes his
   shares of Common Stock.

          Under both the Stockholders' Agreement and the
   Terms and Conditions of the Montgomery Ward & Co.,
   Incorporated Stock Ownership Plan, as amended to date
   (the "Terms and Conditions") (which Terms and Conditions
   govern the ownership of shares of Class A Common Stock
   issued pursuant to such Stock Ownership Plan), until the 
   Resignation Date Mr. Lieberman served as a member of a
   committee which had certain rights with respect to the
   designation of persons to purchase shares of Common Stock
   of the Company (including the Shares).



          The Stockholders' Agreement and the Terms and
   Conditions are attached hereto as Exhibits 4 and 5
   respectively, and are incorporated herein by reference.
   The Stockholders' Agreement (and the Certificate of
   Incorporation and By-laws of the Company, as required by
   the Stockholders' Agreement) contain certain restrictions
   and supermajority requirements with respect to certain
   actions affecting the Company.

          Except as described herein, Mr. Lieberman does not
   have any plans or proposals that relate to or would
   result in any of the actions specified in clauses (a)
   through (j) of Item 4 of Schedule 13D.

   Item 5.  Interests in Securities of the Issuer.

          The following information is based on a total of
   18,322,247 shares of Class A Common Stock and 43,322,247
   shares of Common Stock of the Company outstanding as of
   July 10, 1997.

          (a)  Mr. Lieberman beneficially owns 314,485
   Shares, constituting approximately 1.7% of the shares of
   Class A Common Stock of the Company outstanding as of
   July 10, 1997.

          (b)  Except as otherwise provided herein, Mr.
   Lieberman, as sole general partner of LILP and in his
   individual capacity, has the sole power to dispose or
   direct the disposition of 314,485 Shares constituting
   approximately 1.7% of the shares of Class A Common Stock
   and approximately 0.7% of the shares of Common Stock
   outstanding as of July 10, 1997.  Mr. Lieberman has no
   voting power (except in certain limited circumstances)
   with respect to any such Shares.

          (c)  During the past sixty days, Mr. Lieberman has
   not effected any transactions in Series 1 Shares or
   Voting Trust Certificates. As of the Resignation Date,
   Mr. Lieberman resigned as trustee of the Family Trust
   and, as a result, as of such date, he ceased to hold
   beneficial ownership of the 2,200,000 Shares held by the
   Family Trust. Pursuant to the Directors Plan, on July 1,
   1997, a ten-day option arose under which Mr. Lieberman
   could elect to receive fees due him for services as a
   director rendered to the Company and MW during the second
   quarter of 1997 in Shares (specifically, 1,024 Shares at
   $7.32 per Share).  Mr. Lieberman had previously made an
   irrevocable election, pursuant to which such election
   would have been deemed made on July 8, 1997. However, on
   July 7, 1997, the Company and many of its direct and
   indirect subsidiaries filed petitions for protection
   under Chapter 11 of the U.S. Bankruptcy Code. As a
   result, Mr. Lieberman's right to pre-petition director
   fees was automatically stayed. Accordingly, no Shares 
   were issued to Mr. Lieberman on July 8, 1997.



          (d)  LILP has the right to receive dividends from,
   or the proceeds from the sale of, Shares held thereby,
   although Mr. Lieberman as general partner thereof may be
   deemed to have the power to direct the receipt of
   dividends from, or the proceeds from the sale of, such
   Shares.

          (e) Mr. Lieberman ceased to beneficially own more
   than five percent of the Class A Common Stock as of July
   18, 1997, the Resignation Date.

   Item 6.  Contracts, Arrangements, Understandings or
            Relationships With Respect to Securities of the
            Issuer.

          Except as set forth below, and in Item 4 and Item
   5 above, Mr. Lieberman does not have any contract,
   arrangement, understanding or relationship (legal or
   otherwise) with any person with respect to any securities
   of the Company, including but not limited to transfer or
   voting of any of the securities, finder's fees, joint
   ventures, loan or option arrangements, puts or calls,
   guarantees of profits, division of profits or loss, or
   the giving or withholder of proxies.

          All Shares beneficially owned by Mr. Lieberman are
   subject to the Stockholders' Agreement and to significant
   restrictions on transfer and rights of refusal.  Also
   under the Stockholders' Agreement, Shares beneficially
   owned by Mr. Lieberman (both Shares owned by Mr.
   Lieberman in his individual capacity and by LILP) are
   subject to certain put and call rights which arise upon
   Mr. Lieberman's death.  Under the Directors Plan, Mr.
   Lieberman may be entitled to acquire additional Shares
   from the Company with respect to his service as a
   director of the Company and MW prior to the Resignation
   Date.

   Item 7.  Material to be filed as Exhibits.

          Exhibit 1.     LILP Partnership Agreement
          Exhibit 2.     Directors Plan
          Exhibit 3.     Voting Trust Agreement
          Exhibit 4.     Stockholders Agreement
          Exhibit 5.     Terms and Conditions 
 



          After reasonable inquiry and to the best of my
   knowledge and belief, I certify that the information set
   forth in this statement is true, complete and correct.

          Dated:  August 8, 1997


                                   /s/ Myron Lieberman
                                   Myron Lieberman