



                                                                  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 807,448 shares of Common Stock,
par value $.01 per share (the "Shares"), and 403,724 Rights to Purchase
Series A Junior Participating Preferred Stock ("Rights") pursuant to the Dean
Witter Reynolds Inc. Branch Manager Compensation 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. 33-82244) filed with
the Securities and Exchange Commission (the "Commission") under the
Securities Act (together with all exhibits thereto, the "Registration
Statement") on August 1, 1994, (ii) Post-Effective Amendment No. 1 to the
Registration Statement filed with the Commission on December 21, 1994, (iii)
Post-Effective Amendment No. 2 to the Registration Statement to be filed with
the Commission under the Securities Act 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



