
                                                                 EXHIBIT 4-f




                 FIRST SUPPLEMENTAL SUBORDINATED INDENTURE

                                   AMONG


                    MORGAN STANLEY FINANCE PLC, Issuer


                       MORGAN STANLEY, DEAN WITTER,
                         DISCOVER & CO., Guarantor


                                    AND


                     THE CHASE MANHATTAN BANK, Trustee






                         Dated as of June 1, 1997




                  SUPPLEMENTAL TO SUBORDINATED INDENTURE
                       DATED AS OF NOVEMBER 15, 1993
               AMONG MORGAN STANLEY FINANCE PLC, AS ISSUER,
                  MORGAN STANLEY GROUP INC., AS GUARANTOR
                       AND THE CHASE MANHATTAN BANK
               (FORMERLY KNOWN AS CHEMICAL BANK), AS TRUSTEE




               FIRST SUPPLEMENTAL SUBORDINATED INDENTURE, dated as of June 1,
1997 among MORGAN STANLEY FINANCE PLC, a company incorporated under the laws
of England and Wales ("MS plc" or the "Issuer"), MORGAN STANLEY, DEAN WITTER,
DISCOVER & CO., a Delaware corporation (the "Successor Corporation" and
hereinafter the "Guarantor"), and THE CHASE MANHATTAN  BANK (formerly known as
Chemical Bank), as Trustee (the "Trustee"),

                           W I T N E S S E T H :

               WHEREAS, the Issuer, Morgan Stanley Group Inc. ("Morgan
Stanley") and the Trustee are parties to that certain Subordinated Indenture
dated as of November 15, 1993 (the "Indenture");

               WHEREAS, as of May 31, 1997, Morgan Stanley merged with and
into Dean Witter, Discover & Co., which continued as the successor corporation
and changed its name to Morgan Stanley, Dean Witter, Discover & Co.;

               WHEREAS, Section 9.1 of the Indenture requires the Successor
Corporation to expressly assume the obligations of Morgan Stanley under the
Indenture and the applicable Guarantee in a supplemental indenture satisfactory
to the Trustee;

               WHEREAS, pursuant to and in compliance with Section 9.2 of the
Indenture, the Successor Corporation shall succeed to and be substituted for
Morgan Stanley under the Indenture as "Guarantor," with the same effect as if
it had been named therein;

               WHEREAS, Section 8.1 of the Indenture provides that, without the
consent of the Holders of any Securities or Coupons, each of the Issuer and
the Guarantor, when authorized by a resolution of its Board of Directors, and
the Trustee may enter into indentures supplemental to the Indenture for the
purpose of, among other things, evidencing the succession of another
corporation to the Guarantor and the assumption by the successor corporation
of the covenants, agreements and obligations of the Guarantor and making any
provisions as the Issuer or Guarantor may deem necessary or desirable, subject
to the conditions set forth therein;

               WHEREAS, the Guarantor desires to add to and modify certain
provisions of the Indenture to reflect a modification of the officers of the
Guarantor who are authorized to execute certain documents contemplated by the
Indenture;

               WHEREAS, the entry into this First Supplemental Subordinated
Indenture by the parties hereto is in all respects authorized by the
provisions of the Indenture; and

               WHEREAS, all things necessary to make this First Supplemental
Subordinated Indenture a valid indenture and agreement according to its terms
have been done;

               NOW, THEREFORE, for and in consideration of the premises, the
Issuer, the Guarantor and the Trustee mutually covenant and agree for the
equal and proportionate benefit of the respective Holders from time to time of
the Securities and of the Coupons, if any, appertaining thereto as follows:



                                   ARTICLE 1

               Section 1.1.  Assumption of Obligations by Successor
Corporation.  Pursuant to Sections 9.1 and 9.2 of the Indenture, the Successor
Corporation does hereby: (i) expressly assume the obligations of the Guarantor
under the applicable Guarantee and the due and punctual performance and
observance of all of the covenants and conditions of the Indenture to be
performed or observed by Morgan Stanley; (ii) agree to succeed to and be
substituted for Morgan Stanley under the Indenture, with the same effect as if
it had been named therein; and (iii) represent that it is not in default in
the performance of any such covenant and condition.

               Section 1.2.  Amendment of Section 1.1.  Section 1.1 of the
Indenture is hereby amended by

           (a)  deleting the definition of "Guarantor Order" and inserting in
lieu thereof the following: " 'Guarantor Order' means a written statement,
request or order of the Guarantor signed in its name by any one of the
following: the chairman of the board, the president, the chief financial
officer, the chief strategic and administrative officer, the chief legal
officer, the treasurer, any assistant treasurer or any such other person
authorized by the Board of Directors of the Guarantor to execute any such
written statement, request or order"; and

           (b)  deleting the definition of "Officer's Certificate" and
inserting in lieu thereof the following: "'Officer's Certificate,' when used
with respect to the Issuer, means a certificate signed by the chairman or vice
chairman of the board of directors, the president, the chief financial
officer, any managing director or the treasurer of the Issuer and delivered to
the Trustee.  'Officer's Certificate,' when used with respect to the
Guarantor, means a certificate signed by any one of the following: the
chairman of the board, the president, the chief financial officer, the chief
strategic and administrative officer, the chief legal officer, the treasurer,
any assistant treasurer or any such other person authorized by the Board of
Directors of the Guarantor to execute any such certificate and delivered to
the Trustee."



                                 ARTICLE 2
                               MISCELLANEOUS

               Section 2.1.  Further Assurances.  The Guarantor will, upon
request by the Trustee, execute and deliver such further instruments and do
such further acts as may reasonably be necessary or proper to carry out more
effectively the purposes of this First Supplemental Subordinated Indenture.

               Section 2.2.  Other Terms of Indenture.  Except insofar as
herein otherwise expressly provided, all the provisions, terms and conditions
of the Indenture are in all respects ratified and confirmed and shall remain
in full force and effect.

               Section 2.3.  Terms Defined.  All terms defined elsewhere in the
Indenture shall have the same meanings when used herein.

               Section 2.4.  GOVERNING LAW.  THE INTERNAL LAWS OF THE STATE OF
NEW YORK SHALL GOVERN THIS FIRST SUPPLEMENTAL SUBORDINATED INDENTURE.

               Section 2.5.  Multiple Counterparts.  This First Supplemental
Subordinated Indenture may be executed in any number of counterparts, each of
which shall be deemed to be an original for all purposes, but such
counterparts shall together be deemed to constitute but one and the same
instrument.

               Section 2.6.  Responsibility of Trustee.  The recitals
contained herein shall be taken as the statements of the Issuer and the
Guarantor, and the Trustee assumes no responsibility for the correctness of
the same.  The Trustee makes no representations as to the validity or
sufficiency of this First Supplemental Subordinated Indenture.

               Section 2.7.  Agency Appointments.  The Guarantor hereby
confirms and agrees to all agency appointments made by Morgan Stanley under or
with respect to the Indenture or the Securities and hereby expressly assumes
the due and punctual performance and observance of all the covenants and
conditions to have been performed or observed by Morgan Stanley contained in
any agency agreement entered into by Morgan Stanley under or with respect to
the Indenture or the Securities.




                          * * * * * * * * * * * * * *






               IN WITNESS WHEREOF, this First Supplemental Subordinated
Indenture has been duly executed by the Issuer, the Guarantor and the
Trustee as of the day and year first written above.





                              MORGAN STANLEY FINANCE PLC




                              By:______________________________
                                 Title:

Attest:

By: ____________________
      Title:

                              MORGAN STANLEY, DEAN WITTER,
                                DISCOVER & CO.



                              By:______________________________
                                 Title:

Attest:

By: ___________________
       Title:

                              THE CHASE MANHATTAN BANK,
                                as Trustee



                              By:______________________________
                                 Title:

Attest:

By: ____________________
      Title:

