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

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1. Name and Address of Reporting Person * Offereins Diane E   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) Executive Vice President (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   279,183 (1) A (2) 279,223 (3) D   Common Stock 07/02/2007   A   179,484 (1) A $ 0 458,707 (3) D   Common Stock               395.69 (4) I By ESOP

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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

47,630

(5)

01/02/2010

Common Stock

47,630

(7)

47,630

D

Employee Stock Option

$ 22.24

07/02/2007

A

57,332

(5)

01/02/2011

Common Stock

57,332

(8)

57,332

D

Employee Stock Option

$ 19.41

07/02/2007

A

46,367

(5)

01/02/2012

Common Stock

46,367

(9)

46,367

D

Employee Stock Option

$ 14.49

07/02/2007

A

98,373

(5)

01/02/2013

Common Stock

98,373

(10)

98,373

D

Employee Stock Option

$ 18.87

07/02/2007

A

67,159

(5)

01/02/2014

Common Stock

67,159

(11)

67,159

D

Employee Stock Option

$ 26.68

07/02/2007

A

21,576

(6)

12/12/2016

Common Stock

21,576

(12)

21,576

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Offereins Diane E 2500 LAKE COOK ROAD RIVERWOODS, IL 60015			Executive Vice President

Signatures

/s/ Simon B. Halfin as Attorney-in-Fact for Diane E. Offereins		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 95,026 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 two equal annual installments beginning on December 12, 2008.
(7)	In connection with the Spin-Off, this option was granted by the issuer in replacement of an option to purchase 16,212 shares of common stock of Morgan Stanley at an exercise price of $60.14.
(8)	In connection with the Spin-Off, this option was granted by the issuer in replacement of an option to purchase 19,514 shares of common stock of Morgan Stanley at an exercise price of $65.34.
(9)	In connection with the Spin-Off, this option was granted by the issuer in replacement of an option to purchase 15,782 shares of common stock of Morgan Stanley at an exercise price of $57.03.
(10)	In connection with the Spin-Off, this option was granted by the issuer in replacement of an option to purchase 33,483 shares of common stock of Morgan Stanley at an exercise price of $42.56.
(11)	In connection with the Spin-Off, this option was granted by the issuer in replacement of an option to purchase 22,859 shares of common stock of Morgan Stanley at an exercise price of $55.45.
(12)	In connection with the Spin-Off, this option was granted by the issuer in replacement of an option to purchase 7,344 shares of common stock of Morgan Stanley at an exercise price of $78.40.

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