
                                                                  EXHIBIT 5.2






                                             February 18, 1997



Dean Witter, Discover & Co.
Two World Trade Center
New York, New York  10048

Ladies and Gentlemen:

     We have  acted as  special counsel  to Dean  Witter, Discover  & Co.,  a
Delaware  corporation  (the  "Company"),  in  connection  with  the  proposed
issuance by the  Company of an aggregate  of 347,900 shares of  Common Stock,
par  value $.01  per share  (the "Shares"),  and 173,950  Rights  to Purchase
Series A Junior Participating Preferred Stock ("Rights") pursuant to the Dean
Witter,  Discover &  Co.  Directors' Equity  Capital  Accumulation Plan  (the
"Plan").

     This opinion  is delivered in  accordance with the requirements  of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Securities Act").

     In connection with this opinion, we have examined and are familiar  with
originals or copies, certified  or otherwise identified to  our satisfaction,
of (i) the  Registration Statement on Form S-8 (File No. 333-4212) filed with
the  Securities  and   Exchange  Commission  (the  "Commission")   under  the
Securities  Act  (together  with  all  exhibits  thereto,  the  "Registration
Statement") on April  29, 1996, (ii)  Post-Effective Amendment No.  1 to  the
Registration Statement filed with the  Commission under the Securities Act on
May  29, 1996,  (iii)  Post-Effective  Amendment No.  2  to the  Registration
Statement  to be  filed with the  Commission on  February 18, 1997,  (iv) the
Amended and Restated Certificate of Incorporation of the Company as currently
in  effect,  (v) the  By-laws of  the  Company as  currently in  effect, (vi)
specimens of the  certificates to be used  to represent the Shares  and (vii)
resolutions  of  the  Board  of Directors  of  the  Company  relating to  the
authorization of the issuance  of the Shares and the Rights,  the adoption of
the Plan and the filing of the Registration Statement.  We have also examined
originals or copies,  certified or otherwise identified to  our satisfaction,
of such records  of the Company  and such agreements, certificates  of public
officials, certificates  of officers  or representatives  of the  Company and
others, and such  other documents, certificates and records as we have deemed
necessary or appropriate as a basis for the opinion set forth herein.

     In our  examination, we have assumed  the legal capacity  of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to  us as originals,  the conformity  to original documents  of all
documents  submitted  to  us  as  certified or  photostatic  copies  and  the
authenticity of  the originals  of such latter  documents.   As to  any facts
material  to  the  opinions  expressed  herein  that  were  not independently
established or verified, we have relied  upon oral or written statements  and
representations  of officers  and other  representatives of  the Company  and
others.

     Based  upon the  foregoing  and  subject to  the  limitations set  forth
herein, we are of the opinion that:

     1.   The Shares have been duly authorized and, when issued and delivered
in accordance with the  terms and conditions of the Plan  and against payment
therefor, the Shares will be validly issued, fully paid and nonassessable.

     2.   The  issuance  of  the  Rights  has been  duly  authorized  by  all
necessary corporate action of the Company.

     We do not purport to be expert on, and we  are not expressing an opinion
with respect to, laws other than the laws of the United States and the  State
of New York and the General Corporation Law of the State of Delaware.

     We hereby consent to the filing  of this opinion with the Commission  as
Exhibit 5.2 to the Registration Statement.

                                             Very truly yours,

                                             Brown & Wood LLP



