


                                                                   EXHIBIT 4-b

           CERTIFICATE OF DESIGNATION OF PREFERENCES AND RIGHTS
                                  OF THE
                       % CUMULATIVE PREFERRED STOCK


                          ($200.00 Stated Value)


                                    OF

                MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.
                         _________________________

                      Pursuant to Section 151 of the

             General Corporation Law of the State of Delaware
                         _________________________


               The undersigned DOES HEREBY CERTIFY that the following
resolution was duly adopted by the Board of Directors (the "Board") of
Morgan Stanley, Dean Witter, Discover & Co, a Delaware corporation
(hereinafter called the "Corporation"), by unanimous written consent in
lieu of a meeting dated as of _______________, 199__, with certain of the
designations, preferences and rights having been fixed by the Pricing
Committee of the Board (the "Committee") [at a meeting] on _______________,
199__, pursuant to authority delegated to it by the Board pursuant to the
provisions of Section 141(c)(1) of the General Corporation Law of the State
of Delaware:

                  RESOLVED that, pursuant to authority expressly granted to
            and vested in the Committee by the Board and in the Board by
            provisions of the Restated Certificate of Incorporation of the
            Corporation, as amended (the "Certificate of Incorporation"),
            the issuance of a series of Preferred Stock, without par value
            (the "Preferred Stock"), which shall consist of _______________
            of the _______________ shares of Preferred Stock which the
            Corporation now has authority to issue, is authorized, and the
            Board and the Committee, pursuant to the authority expressly
            granted to the Committee by the Board pursuant to the
            provisions of Section 141(c)(1) of the General Corporation Law
            of the State of Delaware and the Certificate of Incorporation,
            fix the powers, designations, preferences and relative,
            participating, optional or other special rights, and the
            qualifications, limitations or restrictions thereof, of the
            shares of such series (in addition to the powers, designations,
            preferences and relative participating, optional or other
            special rights, and the qualifications, limitations or
            restrictions thereof, set forth in the Certificate of
            Incorporation which may be applicable to the Preferred Stock)
            as follows:

                  1.  Designation and Amount;  Fractional Shares.  The
            designation for such series of the Preferred Stock authorized
            by this resolution shall be the _______________ Cumulative
            Preferred Stock, without par value, with a stated value of
            $_______________ per share (the "Cumulative Preferred Stock").
            The stated value per share of the Cumulative Preferred Stock
            shall not for any purpose be considered to be a determination
            by the Board or the Committee with respect to the capital and
            surplus of the Corporation.  The number of shares of the
            Cumulative Preferred Stock shall be _______________.  The
            Cumulative Preferred Stock is issuable in whole shares only.

                  2.  Dividends.  (a)  Holders of shares of the Cumulative
            Preferred Stock will be entitled to receive, when, as and if
            declared by the Board or the Committee out of assets of the
            Corporation legally available for payment cash dividends at the
            rate of _______________% per annum.  Dividends on the
            Cumulative Preferred Stock will be payable quarterly on ,
            _______________, _______________ and _______________ of each
            year (each a "dividend payment date").  Dividends on shares of
            the Cumulative Preferred Stock will be cumulative from the date
            of initial issuance of such shares of the Cumulative Preferred
            Stock.  Dividends will be payable, in arrears, to holders of
            record as they appear on the stock books of the Corporation on
            such record dates, not more than 60 days nor less than 10 days
            preceding the payment dates thereof, as shall be fixed by the
            Board or the Committee.  The amount of dividends payable for
            the initial dividend period or any period shorter than a full
            dividend period shall be calculated on the basis of a 360-day
            year of twelve 30-day months. [Description of alternate method
            of determining entitlement to and amount of dividends, and any
            other terms of the Cumulative Preferred Stock.] No dividends
            may be declared or paid or set apart for payment on any Parity
            Preferred Stock (as defined in paragraph 9(b) below) with
            regard to the payment of dividends unless there shall also be
            or have been declared and paid or set apart for payment on the
            Cumulative Preferred Stock, like dividends for all dividend
            payment periods of the Cumulative Preferred Stock ending on or
            before the dividend payment date of such Parity Preferred Stock
            ratably in proportion to the respective amounts of dividends
            (x) accumulated and unpaid or payable on such Parity Preferred
            Stock, on the one hand, and (y) accumulated and unpaid through
            the dividend payment period or periods of the Cumulative
            Preferred Stock next preceding such dividend payment date, on
            the other hand.

                  Except as set forth in the preceding sentence, unless
            full cumulative dividends on the Cumulative Preferred Stock
            have been paid, no dividends (other than in Common Stock of the
            Corporation) may be paid or declared and set aside for payment
            or other distribution made upon the Common Stock or on any
            other stock of the Corporation ranking junior to or on a parity
            with the Cumulative Preferred Stock as to dividends, nor may
            any Common Stock or any other stock of the Corporation ranking
            junior to or on a parity with the Cumulative Preferred Stock as
            to dividends be redeemed, purchased or otherwise acquired for
            any consideration (or any payment be made to or available for a
            sinking fund for the redemption of any shares of such stock;
            provided, however, that any moneys theretofore deposited in any
            sinking fund with respect to any preferred stock of the
            Corporation in compliance with the provisions of such sinking
            fund may thereafter be applied to the purchase or redemption of
            such preferred stock in accordance with the terms of such
            sinking fund, regardless of whether at the time of such
            application full cumulative dividends upon shares of the
            Cumulative Preferred Stock outstanding to the last dividend
            payment date shall have been paid or declared and set apart for
            payment) by the Corporation; provided that any such junior or
            parity Preferred Stock or Common Stock may be converted into or
            exchanged for stock of the Corporation ranking junior to the
            Cumulative Preferred Stock as to dividends.

                  3.  Liquidation Preference.  The shares of the Cumulative
            Preferred Stock shall rank, as to liquidation, dissolution or
            winding up of the Corporation, prior to the shares of Common
            Stock and any other class of stock of the Corporation ranking
            junior to the Cumulative Preferred Stock as to rights upon
            liquidation, dissolution or winding up of the Corporation, so
            that in the event of any liquidation, dissolution or winding up
            of the Corporation, whether voluntary or involuntary, the
            holders of the Cumulative Preferred Stock shall be entitled to
            receive out of the assets of the Corporation available for
            distribution to its stockholders, whether from capital, surplus
            or earnings, before any distribution is made to holders of
            shares of Common Stock or any other such junior stock, an
            amount equal to $_______________ per share (the "Liquidation
            Preference" of a share of the Cumulative Preferred Stock) plus
            an amount equal to all dividends (whether or not earned or
            declared) accrued and accumulated and unpaid on the shares of
            the Cumulative Preferred Stock to the date of final
            distribution.  The holders of the Cumulative Preferred Stock
            will not be entitled to receive the Liquidation Preference
            until the liquidation preference of any other class of stock of
            the Corporation ranking senior to the Cumulative Preferred
            Stock as to rights upon liquidation, dissolution or winding up
            shall have been paid (or a sum set aside therefor sufficient to
            provide for payment) in full.  After payment of the full amount
            of the Liquidation Preference and such dividends, the holders
            of shares of the Cumulative Preferred Stock will not be
            entitled to any further participation in any distribution of
            assets by the Corporation.  If, upon any liquidation,
            dissolution or winding up of the Corporation, the assets of the
            Corporation, or proceeds thereof, distributable among the
            holders of shares of Parity Preferred Stock shall be
            insufficient to pay in full the preferential amount aforesaid,
            then such assets, or the proceeds thereof, shall be
            distributable among such holders ratably in accordance with the
            respective amounts which would be payable on such shares if all
            amounts payable thereon were paid in full.  For the purposes
            hereof, neither a consolidation or merger of the Corporation
            with or into any other corporation, nor a merger of any other
            corporation with or into the Corporation, nor a sale or
            transfer of all or any part of the Corporation's assets for
            cash or securities shall be considered a liquidation,
            dissolution or winding up of the Corporation.

                  4.  Conversion.  The Cumulative Preferred Stock is not
            convertible into shares of any other class or series of stock
            of the Corporation.

                  5.  Voting Rights.  The holders of shares of the
            Cumulative Preferred Stock shall have no voting rights
            whatsoever, except for any voting rights to which they may be
            entitled under the laws of the State of Delaware, and except as
            follows:

                       (a)  Whenever, at any time or times, dividends
                  payable on the shares of Cumulative Preferred Stock or on
                  any Parity Preferred Stock with respect to payment of
                  dividends, shall be in arrears for an aggregate number of
                  days equal to six calendar quarters or more, whether or
                  not consecutive, the holders of the outstanding shares of
                  the Cumulative Preferred Stock shall have the right, with
                  holders of shares of any one or more other class or
                  series of stock upon which like voting rights have been
                  conferred and are exercisable (voting together as a
                  class), to elect two of the authorized number of members
                  of the Board at the Corporation's next annual meeting of
                  stockholders and at each subsequent annual meeting of
                  stockholders until such arrearages have been paid or set
                  apart for payment, at which time such right shall
                  terminate, except as herein or by law expressly provided,
                  subject to revesting in the event of each and every
                  subsequent default of the character above mentioned.
                  Upon any termination of the right of the holders of
                  shares of the Cumulative Preferred Stock as a class to
                  vote for directors as herein provided, the term of office
                  of all directors then in office elected by the holders of
                  shares of the Cumulative Preferred Stock shall terminate
                  immediately.

                  Any director who shall have been so elected pursuant to
                  this paragraph may be removed at any time, either with or
                  without cause.  Any vacancy thereby created may be filled
                  only by the affirmative vote of the holders of shares of
                  the Cumulative Preferred Stock voting separately as a
                  class (together with the holders of shares of any other
                  class or series of stock upon which like voting rights
                  have been conferred and are exercisable).  If the office
                  of any director elected by the holders of shares of the
                  Cumulative Preferred Stock voting as a class becomes
                  vacant for any reason other than removal from office as
                  aforesaid, the remaining director elected pursuant to
                  this paragraph may choose a successor who shall hold
                  office for the unexpired term in respect of which such
                  vacancy occurred.  At elections for such directors, each
                  holder of shares of the Cumulative Preferred Stock shall
                  be entitled to one vote for each share held (the holders
                  of shares of any other class or series of preferred stock
                  having like voting rights being entitled to such number
                  of votes, if any, for each share of such stock held as
                  may be granted to them).

                       (b)  So long as any shares of the Cumulative
                  Preferred Stock remain outstanding, the consent of the
                  holders of at least two-thirds of the shares of the
                  Cumulative Preferred Stock outstanding at the time and
                  all other classes or series of stock upon which like
                  voting rights have been conferred and are exercisable
                  (voting together as a class) given in person or by proxy,
                  either in writing or at any meeting called for the
                  purpose, shall be necessary to permit, effect or validate
                  any one or more of the following:

                             (i) the issuance or increase of the authorized
                      amount of any class or series of shares ranking prior
                      (as that term is defined in paragraph 9(a) hereof) to
                      the shares of the Cumulative Preferred Stock; or

                            (ii) the amendment, alteration or repeal,
                      whether by merger, consolidation or otherwise, of any
                      of the provisions of the Certificate of Incorporation
                      (including this resolution or any provision hereof),
                      that would materially and adversely affect any power,
                      preference, or special right of the shares of the
                      Cumulative Preferred Stock or of the holders thereof;

                  provided, however, that any increase in the amount of
                  authorized Common Stock or authorized Preferred Stock or any
                  increase or decrease in the number of shares of any series
                  of Preferred Stock or the creation and issuance of other
                  series of Common Stock or Preferred Stock, in each case
                  ranking on a parity with or junior to the shares of the
                  Cumulative Preferred Stock with respect to the payment of
                  dividends and the distribution of assets upon liquidation,
                  dissolution or winding up, shall not be deemed to materially
                  and adversely affect such powers, preferences or special
                  rights.

                       (c)  The foregoing voting provisions shall not apply
                  if, at or prior to the time when the act with respect to
                  which such vote would otherwise be required shall be
                  effected, all outstanding shares of the Cumulative
                  Preferred Stock shall have been redeemed or called for
                  redemption and sufficient funds shall have been deposited
                  in trust to effect such redemption.

                  6.  Redemption. [Alternative 1] [The shares of the
            Cumulative Preferred Stock may not be redeemed at any time.]
            [Alternative 2] [The shares of the Cumulative Preferred Stock
            may be redeemed at the option of the Corporation, as a whole,
            or from time to time in part, at any time, upon not less than
            30 days' prior notice mailed to the holders of the shares to be
            redeemed at their addresses as shown on the stock books of the
            Corporation; provided, however, that shares of the Cumulative
            Preferred Stock shall not be redeemable prior to
            _______________, ____, [except as stated below].  Subject to
            the foregoing, on or after such date, shares of the Cumulative
            Preferred Stock are redeemable at $____.00 per share together
            with an amount equal to all dividends (whether or not earned or
            declared) accrued and accumulated and unpaid to, but excluding,
            the date fixed for redemption.]

               If full cumulative dividends on the Cumulative Preferred Stock
have not been paid, the Cumulative Preferred Stock may not be redeemed in part
and the Corporation may not purchase or acquire any share of the Cumulative
Preferred Stock otherwise than pursuant to a purchase or exchange offer made
on the same terms to all holders of the Cumulative Preferred Stock. If fewer
than all the outstanding shares of the Cumulative Preferred Stock are to be
redeemed, the Corporation will select those to be redeemed by lot or a
substantially equivalent method.

               If a notice of redemption has been given pursuant to this
paragraph 6 and if, on or before the date fixed for redemption, the funds
necessary for such redemption shall have been set aside by the Corporation,
separate and apart from its other funds, in trust for the pro rata benefit of
the holders of the shares of the Cumulative Preferred Stock so called for
redemption, then, notwithstanding that any certificates for such shares have
not been surrendered for cancellation, on the redemption date dividends shall
cease to accrue on the shares to be redeemed, and at the close of business on
the redemption date the holders of such shares shall cease to be stockholders
with respect to such shares and shall have no interest in or claims against
the Corporation by virtue thereof and shall have no voting or other rights
with respect to such shares, except the right to receive the moneys payable
upon surrender (and endorsement, if required by the Corporation) of their
certificates, and the shares evidenced thereby shall no longer be outstanding.
Subject to applicable escheat laws, any moneys so set aside by the Corporation
and unclaimed at the end of two years from the redemption date shall revert to
the general funds of the Corporation, after which reversion the holders of
such shares so called for redemption shall look only to the general funds of
the Corporation for the payment of the amounts payable upon such redemption.
Any interest accrued on funds so deposited shall be paid to the Corporation
from time to time.

               [Alternative 3] [Describe provisions of any mandatory
redemption or sinking fund arrangements applicable to the Cumulative Preferred
Stock.]

                  7.  Authorization and Issuance of Other Securities.  No
            consent of the holders of the Cumulative Preferred Stock shall
            be required for (a) the creation of any indebtedness of any
            kind of the Corporation, (b) the creation, or increase or
            decrease in the amount, of any class or series of stock of the
            Corporation not ranking prior as to dividends or upon
            liquidation, dissolution or winding up to the Cumulative
            Preferred Stock or (c) any increase or decrease in the amount
            of authorized Common Stock or any increase, decrease or change
            in the par value thereof or in any other terms thereof.

                  8.  Amendment of Resolution.  The Board and the Committee
            each reserves the right by subsequent amendment of this
            resolution from time to time to increase or decrease the number
            of shares that constitute the Cumulative Preferred Stock (but
            not below the number of shares thereof then outstanding) and in
            other respects to amend this resolution within the limitations
            provided by law, this resolution and the Certificate of
            Incorporation.

                  9.  Rank. For the purposes of this resolution, any stock of
            any class or classes of the Corporation shall be deemed to rank:

                       (a) prior to shares of the Cumulative Preferred
                  Stock, either as to dividends or upon liquidation,
                  dissolution or winding up, or both, if the holders of
                  stock of such class or classes shall be entitled by the
                  terms thereof to the receipt of dividends or of amounts
                  distributable upon liquidation, dissolution or winding
                  up, as the case may be, in preference or priority to the
                  holders of shares of the Cumulative Preferred Stock;

                       (b) on a parity with shares of the Cumulative
                  Preferred Stock, either as to dividends or upon
                  liquidation, dissolution or winding up, or both, whether
                  or not the dividend rates, dividend payment dates, or
                  redemption or liquidation prices per share thereof be
                  different from those of the Cumulative Preferred Stock,
                  if the holders of stock of such class or classes shall be
                  entitled by the terms thereof to the receipt of dividends
                  or of amounts distributed upon liquidation, dissolution
                  or winding up, as the case may be, in proportion to their
                  respective dividend rates or liquidation prices, without
                  preference or priority of one over the other as between
                  the holders of such stock and the holders of shares of
                  the Cumulative Preferred Stock (the term "Parity
                  Preferred Stock" being used to refer to any stock on a
                  parity with the shares of the Cumulative Preferred Stock,
                  either as to dividends or upon liquidation, dissolution
                  or winding up, or both, as the context may require); and

                       (c) junior to shares of the Cumulative Preferred
                  Stock, either as to dividends or upon liquidation,
                  dissolution or winding up, or both, if such class shall
                  be Common Stock or if the holders of the Cumulative
                  Preferred Stock shall be entitled to the receipt of
                  dividends or of amounts distributable upon liquidation,
                  dissolution or winding up, as the case may be, in
                  preference or priority to the holders of stock of such
                  class or classes.

                 The Cumulative Preferred Stock shall rank prior, as to
               dividends and upon liquidation, dissolution or winding up, to
               the Common Stock and on a parity with (i) the Corporation's
               ESOP Convertible Preferred Stock, with a liquidation value of
               $35.88 per share, (ii) the Corporation's 9.36% Cumulative
               Preferred Stock, with a liquidation value of $25.00 per share,
               (iii) the Corporation's 8.88% Cumulative Preferred Stock, with
               a liquidation value of $200.00 per share, (iv) the
               Corporation's 8-3/4% Cumulative Preferred Stock, with a
               liquidation value of $200.00 per share, (v) the Corporation's
               7-3/8% Cumulative Preferred Stock, with a liquidation value of
               $200.00 per share, (vi) if issued, the Corporation's 7.82%
               Cumulative Preferred Stock, with a liquidation value of $200.00
               per share, (vii) if issued, the Corporation's 7.80% Cumulative
               Preferred Stock, with a liquidation value of $200.00 per share,
               (viii) if issued, the Corporation's 9.00% Cumulative Preferred
               Stock, with a liquidation value of $200.00 per share, (ix) if
               issued, the Corporation's 8.40% Cumulative Preferred Stock,
               with a liquidation value of $200.00 per share, (x) if issued,
               the Corporation's 8.20% Cumulative Preferred Stock, with a
               liquidation value of $200.00 per share (xi) the Corporation's
               7-3/4% Cumulative Preferred Stock, with a liquidation value of
               $200.00 per share and (xii) the Corporation's Series A
               Fixed/Adjustable Rate Cumulative Preferred Stock, with a
               liquidation value of $200.00 per share [insert other
               outstanding series of preferred stock as applicable].

               IN WITNESS WHEREOF, Morgan Stanley, Dean Witter, Discover &
Co. caused this Certificate to be made under the seal of the Corporation
and signed by ________________________________, its _____________, and
attested by ________________________________, [Assistant Secretary] of the
Corporation, this _________________day of ______________, 199__ .

                                     MORGAN STANLEY
                                     DEAN WITTER, DISCOVER & CO.



                                     By:________________________________
                                       Name:
                                       Title:
[SEAL]


Attest:


_______________________________
[Assistant Secretary]

