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                                                               EXHIBIT 99(B)(ii)

                                                               February 21, 1997

ANNUAL SERVICING LETTER

The Board of Directors
Greenwood Trust Company and
Wilmington Trust Company:

We have examined management's assertion, included in its representation letter,
dated February 21, 1997, that Greenwood Trust Company ("GTC") maintained an
effective internal control structure over financial reporting as of December
31, 1996, insofar as such system relates to the servicing procedures provided
by GTC to prevent or detect errors or irregularities in amounts that would be
material in relation to the assets of the Discover Card Trust 1991D (the
"Trust") under the Pooling and Servicing Agreement Sections 3.02, 4.03, 4.06,
4.07, 4.09, and 8.07, dated October 1, 1991 (the "Agreement").

Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
obtaining an understanding of the internal control structure over financial
reporting, testing, and evaluating the design and operating effectiveness of
the internal control structure, and such other procedures as we considered
necessary in the circumstances.  We believe that our examination provides a
reasonable basis for our opinion.

Because of inherent limitations in any internal control structure, errors or
irregularities may occur and not be detected.  Also, projections of any
evaluation of the internal control structure over financial reporting to future
periods are subject to the risk that the internal control structure may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

In our opinion, management's assertion that GTC maintained an effective
internal control structure as of December 31, 1996, insofar as such system
relates to the servicing procedures provided by GTC, to prevent or detect
errors or irregularities in amounts that would be material in relation to the
assets of the Trust under the Agreement, taken as a whole, is fairly stated, in
all material respects, based upon criteria established in "Internal Control -
Integrated Framework" issued by the Committee of Sponsoring Organizations of
the Treadway Commission.

This report is intended for the information and use of the Board of Directors
and management of GTC, Wilmington Trust Company as Trustee, and the Investor
Certificateholders, and should not be used for any other purpose.

/s/

Deloitte & Touche LLP