







                                                                  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 3,106,768 shares of Common Stock,
par value  $.01 per  share (the "Shares"),  and 1,553,384 Rights  to Purchase
Series A Junior Participating Preferred Stock ("Rights") pursuant to the Dean
Witter, Discover & Co. Employee Stock Purchase 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. 33-78038)  filed with
the  Securities  and   Exchange  Commission  (the  "Commission")   under  the
Securities  Act  (together  with  all  exhibits  thereto,  the  "Registration
Statement") on April  22, 1994, (ii)  Post-Effective Amendment  No. 1 to  the
Registration Statement to  be filed with the Commission  under the Securities
Act  on February  18, 1997,  (iii)  the Amended  and Restated  Certificate of
Incorporation of the Company as currently in effect, (iv) the By-laws  of the
Company as currently in effect, (v) specimens  of the certificates to be used
to represent the Shares and (vi) 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




