
                                                           EXHIBIT 4.1
                                                        EXECUTION COPY



                         AMENDMENT dated as of February 4, 1997, to
                    the Rights Agreement dated as of April 25, 1995
                    (the "Rights Agreement"), between DEAN WITTER,
                    DISCOVER & CO. (the "Company") and CHASE MANHATTAN
                    BANK, as successor to Chemical Bank, as rights
                    agent (the "Rights Agent").

          Pursuant to the terms of the Rights Agreement and in
accordance with Section 26 thereof, the following actions are hereby
taken:

          Section 1. Amendments to Rights Agreement. The Rights
Agreement is hereby amended as follows:

          (a) The definition of "Acquiring Person" in Section 1(a) is
amended by

               (i) deleting the phrase "or (iv)" in the first sentence
          of such definition and inserting the phrase ",(v)" in its
          place; and

               (ii) deleting the period at the end of such definition
          and inserting in its place ", (vi) Morgan Stanley Group Inc.
          ("Morgan Stanley") (A) solely as a result of the approval,
          execution or delivery of (I) the Agreement and Plan of
          Merger (the "Merger Agreement"), dated as of February 4,
          1997 between the Company and Morgan Stanley or (II) the
          Stock Option Agreement (the "Option Agreement"), dated as of
          February 4, 1997, between the Company, as Issuer, and Morgan
          Stanley, as Grantee, or the consummation of the transactions
          contemplated by the Merger Agreement or the Option
          Agreement, or (B) as a result of Morgan Stanley or any of
          its controlled Affiliates being or becoming the Beneficial
          Owner of the Common Stock as a result of its trading,
          arbitrage, asset management or brokerage business in the
          ordinary course consistent with past practice or (vii) the
          group that might be deemed to have Beneficial Ownership of
          the Common Stock by virtue of the Voting Agreements (as
          defined in Morgan Stanley's Proxy Statement dated as of


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          February 26, 1996) or any successor agreements (or
          provisions adding persons to such group) approved by the
          Company's Board of Directors."

          (b) A new Section 34 is added as follows:

          "Section 34. Merger with Morgan Stanley. Notwithstanding any
     provision herein to the contrary, (a) neither Morgan Stanley nor
     any of its wholly-owned subsidiaries shall be considered an
     Acquiring Person under this Rights Agreement, no Distribution
     Date shall occur, and no Rights shall be exercisable pursuant to
     Section 7, Section 11, Section 13 or any other provision hereof,
     solely as a result of the approval, execution or delivery of the
     Merger Agreement or the Option Agreement or consummation of the
     transactions thereunder."

          Section 2. Full Force and Effect. Except as expressly
amended hereby, the Rights Agreement shall continue in full force and
effect in accordance with the provisions thereof on the date hereof.

          Section 3. Governing Law. This Amendment shall be governed
by and construed in accordance with the law of the State of Delaware
applicable to contracts to be made and performed entirely within such
State.


          IN WITNESS WHEREOF, the Company and the Rights Agent have
caused this Amendment to be duly executed as of the day and year first
above written.

                                 DEAN WITTER, DISCOVER & CO.


                                   by
                                      /s/ Philip J. Purcell
                                     ---------------------------------
                                     Name:  Philip J. Purcell
                                     Title:  Chairman of the Board and
                                             Chief Executive Officer



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                                 CHASE MANHATTAN BANK, as successor
                                 to Chemical Bank, as Rights Agent

                                   by
                                      /s/ Eric Leason
                                     ---------------------------------
                                     Name:  Eric Leason
                                     Title:  Vice President


