MONTGOMERY WARD HOLDING CORP
15-12G, 1999-08-03
DEPARTMENT STORES
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                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                             FORM 15

     Certification and Notice of Termination of Registration
    under Section 12(g) of the Securities Exchange Act of 1934
     or Suspension of Duty to File Reports Under Sections 13
        and 15(d) of the Securities Exchange Act of 1934.

                             Commission File Number: 0-17540

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

                 Montgomery Ward Plaza
                   Chicago, IL 60671
                     (312) 467-2000
     -------------------------------------------------------
     (Address, including zip code, and telephone number,
          including area code, of registrant's
              principal executive offices)

     Class A Common Stock, Series 1, $.01 Par Value
     Class A Common Stock, Series 2, $.01 Par Value
          Class B Common Stock, $.01 Par Value
     -------------------------------------------------------
       (Title of each class of securities covered
                     by this Form)


                          NONE
     -------------------------------------------------------
       (Titles of all other classes of securities
         for which a duty to file reports under
            section 13(a) or 15(d) remains)

          Please place an X in the box(es) to designate the
     appropriate rule provision(s) relied upon to terminate
     or suspend the duty to file reports:

     Rule 12g-4(a)(1)(i)    [x]    Rule 12h-3(b)(1)(ii)     [ ]
     Rule 12g-4(a)(1)(ii)   [ ]    Rule 12h-3(b)(2)(i)      [ ]
     Rule 12g-4(a)(2)(i)    [ ]    Rule 12h-3(b)(2)(ii)     [ ]
     Rule 12g-4(a)(2)(ii)   [ ]    Rule 15d-6               [ ]
     Rule 12h-3(b)(1)(i)    [x]

          Approximate number of holders of record as of the
     certification or notice date: Class A Common Stock,
     Series 1:  one; Class A Common Stock, Series 2: none;
     Class B Common Stock: one.

     Pursuant to the requirements of the Securities Exchange
     Act of 1934, MONTGOMERY WARD HOLDING CORP. has caused
     this certification/notice to be signed on its behalf by
     the undersigned duly authorized person.


     DATE: August 3, 1999         BY: /s/ THOMAS J. PAUP
                                      ------------------------
                                      Thomas J. Paup
                                      Executive Vice President


     Instruction:  This form is required by Rules 12g-4,
     12h-3 and 15d-6 of the General Rules and Regulations
     under the Securities Exchange Act of 1934.  The
     registrant shall file with the Commission three copies
     of Form 15, one of which shall be manually signed.  It
     may be signed by an officer of the registrant, by
     counsel or by any other duly authorized person.  The
     name and title of the person signing the form shall be
     typed or printed under the signature.



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