FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * HOCHSCHILD ROGER C   2. Issuer Name and Ticker or Trading Symbol Discover Financial Services [DFS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and COO (Last) (First) (Middle) 2500 LAKE COOK ROAD 3. Date of Earliest Transaction (Month/Day/Year) 07/02/2007 (Street) RIVERWOODS, IL 60015 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 07/02/2007   A   496,649 (1) A (2) 497,774 (3) D   Common Stock 07/02/2007   A   430,763 (1) A $ 0 928,537 (3) D   Common Stock               526.72 (4) I By ESOP

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option	$ 20.47	07/02/2007		A		51,291		(5)	01/02/2010	Common Stock	51,291	(8)	51,291	D
Employee Stock Option	$ 22.24	07/02/2007		A		60,702		(5)	01/02/2011	Common Stock	60,702	(9)	60,702	D
Employee Stock Option	$ 19.41	07/02/2007		A		53,941		(5)	01/02/2012	Common Stock	53,941	(10)	53,941	D
Employee Stock Option	$ 14.49	07/02/2007		A		92,990		(5)	01/02/2013	Common Stock	92,990	(11)	92,990	D
Employee Stock Option	$ 18.05	07/02/2007		A		382,375		(6)	01/02/2014	Common Stock	382,375	(12)	382,375	D
Employee Stock Option	$ 18.87	07/02/2007		A		87,746		(5)	01/02/2014	Common Stock	87,746	(13)	87,746	D
Employee Stock Option	$ 26.68	07/02/2007		A		41,860		(7)	12/12/2016	Common Stock	41,860	(14)	41,860	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HOCHSCHILD ROGER C 2500 LAKE COOK ROAD RIVERWOODS, IL 60015			President and COO

Signatures

/s/ Simon B. Halfin as Attorney-in-Fact for Roger C. Hochschild		07/05/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Restricted stock units that are convertible into shares of common stock at a ratio of 1 to 1.
(2)	These restricted stock units were granted by the issuer in replacement of 169,044 restricted stock units of Morgan Stanley in connection with the spin-off of the issuer by Morgan Stanley (the "Spin-Off").
(3)	Includes shares of common stock acquired in the Spin-Off.
(4)	These shares of common stock were acquired in the Spin-Off.
(5)	This option is fully exercisable.
(6)	This option vests in five equal annual installments beginning on November 20, 2004 and currently is exercisable with respect to 229,425 shares.
(7)	This option vests in two equal annual installments beginning on December 12, 2008.
(8)	In connection with the Spin-Off, this option was granted by the issuer in replacement of an option to purchase 17,458 shares of common stock of Morgan Stanley at an exercise price of $60.14.
(9)	In connection with the Spin-Off, this option was granted by the issuer in replacement of an option to purchase 20,661 shares of common stock of Morgan Stanley at an exercise price of $65.34.
(10)	In connection with the Spin-Off, this option was granted by the issuer in replacement of an option to purchase 18,360 shares of common stock of Morgan Stanley at an exercise price of $57.03.
(11)	In connection with the Spin-Off, this option was granted by the issuer in replacement of an option to purchase 31,651 shares of common stock of Morgan Stanley at an exercise price of $42.56.
(12)	In connection with the Spin-Off, this option was granted by the issuer in replacement of an option to purchase 130,148 shares of common stock of Morgan Stanley at an exercise price of $53.02.
(13)	In connection with the Spin-Off, this option was granted by the issuer in replacement of an option to purchase 29,866 shares of common stock of Morgan Stanley at an exercise price of $55.45.
(14)	In connection with the Spin-Off, this option was granted by the issuer in replacement of an option to purchase 14,248 shares of common stock of Morgan Stanley at an exercise price of $78.40.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.