On July 10, 2009, Discover Financial Services (the "Company") priced its offering of $400,000,000 aggregate principal amount of 10.250% senior notes due 2019 (the "Notes"), under the Company's Registration Statement on Form S-3 (Registration No. 333-160447). The sale of the Notes closed on July 15, 2009. The Notes were issued pursuant to a Senior Indenture, dated as of June 12, 2007, between the Company and U.S. Bank National Association, as trustee. The form of Note is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In connection with the issuance of the Notes, Sidley Austin LLP provided the Company with the legal opinion attached to this Current Report on Form 8-K as Exhibit 5.1.

(d) Exhibits

                Exhibit No.   Description
                4.1           Form of 10.250% Senior Note due 2019

                5.1           Opinion of Sidley Austin LLP