On July 7, 2009, Discover Financial Services (the "Company") entered into an Underwriting Agreement with J.P. Morgan Securities Inc., as representative of the underwriters listed on Schedule 1 thereto (the "Common Stock Underwriting Agreement") relating to its offering of 54,054,055 shares of its common stock, par value $0.01 per share (the "Common Stock"), at a public offering price of $9.25 per share. Pursuant to the Common Stock Underwriting Agreement, the underwriters have a 30-day option to purchase up to an additional 8,108,108 shares of Common Stock to cover over-allotments, if any. The offering of the Common Stock has been registered under the Securities Act of 1933, as amended, by the Company as part of its Registration Statement on Form S-3 (Registration No. 333-160447) ("Form S-3") filed with the Securities and Exchange Commission (the "SEC"). The Common Stock Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On July 10, 2009, the Company priced its offering of $400,000,000 aggregate principal amount of 10.250% senior notes due 2019 (the "Notes"), at a public offering price of 100% of the face amount, and entered into an Underwriting Agreement with J.P. Morgan Securities Inc., as representative of the underwriters listed on Schedule 1 thereto (the "Notes Underwriting Agreement") relating to the Notes. The Notes will be issued pursuant to a Senior Indenture, dated as of June 12, 2007, between the Company and U.S. Bank National Association, as trustee. The offering of the Notes has been registered under the Securities Act of 1933, as amended, by the Company as part of its Form S-3 filed with the SEC. The Notes Underwriting Agreement is filed as Exhibit 1.2 to this Current Report on Form 8-K and is incorporated herein by reference.

(d) Exhibits

Exhibit No.       Description

1.1               Underwriting Agreement, dated July 7, 2009, between the Company
                  and J.P. Morgan Securities Inc., as representative to the several
                  Underwriters listed on Schedule 1 thereto, relating to the
                  Company's Common Stock offering

1.2               Underwriting Agreement, dated July 10, 2009, between the Company
                  and J.P. Morgan Securities Inc., as representative to the several
                  Underwriters listed on Schedule 1 thereto, relating to the
                  Company's senior notes offering

5.1               Opinion of Sidley Austin LLP