DISCOVER CARD MASTER TRUST I CREDIT CARD PASS-THROUGH CERTIFICATES TERMS AGREEMENT Dated: April 26, 2007

EX-1.1 2 c14740exv1w1.htm TERMS AGREEMENT exv1w1

EXECUTION COPY

DISCOVER CARD MASTER TRUST I

CREDIT CARD PASS-THROUGH CERTIFICATES

TERMS AGREEMENT

Dated: April 26, 2007

To: Discover Bank, as Seller under the Amended and Restated Pooling and Servicing Agreement, dated as of November 3, 2004, as amended.

Re: Underwriting Agreement dated July 21, 2006 (the “Agreement”)

Title of Securities:

Subseries 1:

Discover Card Master Trust I, Series 2007-3 Floating Rate Class A, Subseries 1 Credit Card Pass-Through Certificates;

Discover Card Master Trust I, Series 2007-3 Floating Rate Class B, Subseries 1 Credit Card Pass-Through Certificates;

Subseries 2:

Discover Card Master Trust I, Series 2007-3 Floating Rate Class A, Subseries 2 Credit Card Pass-Through Certificates; and

Discover Card Master Trust I, Series 2007-3 Floating Rate Class B, Subseries 2 Credit Card Pass-Through Certificates.

Initial Principal Amount of Certificates: $1,684,211,000

Series and Class Designation Schedule:

Subseries 1:

Discover Card Master Trust I, Series 2007-3 $1,100,000,000 Floating Rate Class A, Subseries 1 Credit Card Pass-Through Certificates;

Discover Card Master Trust I, Series 2007-3 $57,895,000 Floating Rate Class B, Subseries 1 Credit Card Pass-Through Certificates;

Subseries 2:

Discover Card Master Trust I, Series 2007-3 $500,000,000 Floating Rate Class A, Subseries 2 Credit Card Pass-Through Certificates; and

Discover Card Master Trust I, Series 2007-3 $26,316,000 Floating Rate Class B, Subseries 2 Credit Card Pass-Through Certificates.

Series Cut-Off Date: May 1, 2007


Expected Certificate	Moody's Investors	Standard & Poor's
Rating:	Service, Inc.	Ratings Services
Class A, Subseries 1	Aaa	AAA
Class B, Subseries 1	A2	A

Class A, Subseries 2	Aaa	AAA
Class B, Subseries 2	A2	A

Aggregate outstanding balance of Receivables in the Discover Card Master Trust I as of March 31, 2007: $35,167,231,501.38

Expected Date of Series Supplement: May 3, 2007

Certificate Rate:

Class A, Subseries 1: One-month LIBOR plus 0.01% per annum; and

Class B, Subseries 1: One-month LIBOR plus 0.13% per annum

Class A, Subseries 2: One-month LIBOR plus 0.05% per annum; and

Class B, Subseries 2: One-month LIBOR plus 0.18% per annum

Time of Sale:

3:45 p.m. New York City time on April 26, 2007.

Time of Sale Information:

(1) Series Term Sheet dated April 25, 2007 relating to the Discover Card Master Trust I, Series 2007-3 (the “Series Term Sheet”), attached as Annex 1 hereto, which incorporates by reference (a) the prospectus supplement for Series 2007-2 dated as of March 28, 2007 filed pursuant to Rule 424(b) of the Securities Act of 1933, (b) the static pool information regarding the historical performance of the Receivables for the accounts contained on the internet website http://www.discoverfinancial.com/absdata and (c) the other reports and documents incorporated by reference to the Series Term Sheet and (2) the Pricing Information Schedule.

If, subsequent to the Time of Sale, it is determined that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Underwriters have terminated their old purchase contracts and entered into new purchase contracts with purchasers of the Certificates, then “Time of Sale Information” will also include any information that corrects such material misstatements or omissions, together with any other information, to the extent it is made available to purchasers at the time of entry into the last such new purchase contract such that “Time of Sale Information” no longer includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (“Corrective Information”).

Underwriter Information

“Underwriter Information” shall mean the written information furnished to Discover Bank by the Underwriters for use in the Prospectus and set forth in the “blood letter” from the Underwriters to Discover Bank dated the Time of Delivery.

Pricing Information Schedule:

A copy of the Pricing Term Sheet, dated as of April 26, 2007, relating to the Discover Card Master Trust I, Series 2007-3 (the “Pricing Information Schedule”), a document prepared by Discover and filed as an issuer free writing prospectus that contains final transaction terms for Discover Card Master Trust I, Series 2007-3, is attached as Annex 2 hereto. The Underwriters shall have delivered the information set forth on the Pricing Information Schedule to potential investors in the Securities prior to entering into a purchase contract with the investor for the purchase of such Securities.

Terms of Sale:

The purchase price for the Certificates to the Underwriters will be

99.825% of the aggregate principal amount of the Class A, Subseries 1 Certificates;
99.800% of the aggregate principal amount of the Class B, Subseries 1 Certificates;

99.775% of the aggregate principal amount of the Class A, Subseries 2 Certificates; and
99.750% of the aggregate principal amount of the Class B, Subseries 2 Certificates.

The Underwriters will offer the Certificates to the public at a price equal to

100% of the aggregate principal amount of the Class A, Subseries 1 Certificates;
100% of the aggregate principal amount of the Class B, Subseries 1 Certificates;

100% of the aggregate principal amount of the Class A, Subseries 2 Certificates; and

100% of the aggregate principal amount of the Class B, Subseries 2 Certificates.

Time of Delivery: 9:00 A.M., Chicago, Illinois Time, on May 3, 2007, or at such other time as may be agreed upon in writing.

Notwithstanding anything in the Agreement or in this Terms Agreement to the contrary, the Agreement and this Terms Agreement constitute the entire agreement and understanding among the parties hereto with respect to the purchase and sale of the Series 2007-3 Certificates. This Terms Agreement may be amended only by written agreement of the parties hereto.

Very truly yours,

MORGAN STANLEY & CO. INCORPORATED
As Representative of the
Underwriters named in
Schedule I hereto

By:/s/ Jack Kattan
   Jack Kattan
   Managing Director

Accepted:

DISCOVER BANK

By:/s/ Michael F. Rickert
   Michael F. Rickert
   Vice President, Chief Financial Officer, and Treasurer

SCHEDULE I

UNDERWRITERS

$1,100,000,000 Floating Rate Class A, Subseries 1 Credit Card Pass-Through Certificates, Series 2007-3


	Principal Amount
Morgan Stanley & Co. Incorporated	$	825,000,000.00
Banc of America Securities LLC	$	55,000,000.00
Citigroup Global Markets Inc.	$	55,000,000.00
Greenwich Capital Markets, Inc.	$	55,000,000.00
JPMorgan Securities Inc.	$	55,000,000.00
RBC Capital Markets Corporation	$	55,000,000.00

$57,895,000 Floating Rate Class B, Subseries 1 Credit Card Pass-Through Certificates, Series 2007-3


	Principal Amount
Morgan Stanley & Co. Incorporated	$	43,421,250.00
Banc of America Securities LLC	$	2,894,750.00
Citigroup Global Markets Inc.	$	2,894,750.00
Greenwich Capital Markets, Inc.	$	2,894,750.00
JPMorgan Securities Inc.	$	2,894,750.00
RBC Capital Markets Corporation	$	2,894,750.00

$500,000,000 Floating Rate Class A, Subseries 2 Credit Card Pass-Through Certificates, Series 2007-3


	Principal Amount
Morgan Stanley & Co. Incorporated	$	375,000,000.00
Banc of America Securities LLC	$	25,000,000.00
Citigroup Global Markets Inc.	$	25,000,000.00
Greenwich Capital Markets, Inc.	$	25,000,000.00
JPMorgan Securities Inc.	$	25,000,000.00
RBC Capital Markets Corporation	$	25,000,000.00

$26,316,000 Floating Rate Class B, Subseries 2 Credit Card Pass-Through Certificates, Series 2007-3


	Principal Amount
Morgan Stanley & Co. Incorporated	$	19,737,000.00
Banc of America Securities LLC	$	1,315,800.00
Citigroup Global Markets Inc.	$	1,315,800.00
Greenwich Capital Markets, Inc.	$	1,315,800.00
JPMorgan Securities Inc.	$	1,315,800.00
RBC Capital Markets Corporation	$	1,315,800.00

Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No. 333-131898

Discover Bank has filed a registration statement, as amended, (including a prospectus) (Registration No. 333-131898) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents Discover Bank has filed with the SEC for complete information about Discover Bank, the issuing trust, and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, Discover Bank, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free ###-###-####.

SERIES TERM SHEET DATED APRIL 25, 2007

DISCOVER^® CARD MASTER TRUST I, SERIES 2007-3

Subseries 1
$[1,000,000,000] Floating Rate Class A Credit Card Pass-Through Certificates
$[52,632,000] Floating Rate Class B Credit Card Pass-Through Certificates
Subseries 2
$[400,000,000] Floating Rate Class A Credit Card Pass-Through Certificates
$[21,053,000] Floating Rate Class B Credit Card Pass-Through Certificates

DISCOVER BANK
Master Servicer, Servicer and Seller

The certificates represent interests in the Discover Card Master Trust I. The certificates are not obligations of Discover Bank or any of its affiliates, and neither the certificates nor the underlying credit card receivables are insured or guaranteed by any governmental agency. Before you invest, we urge you to read the prospectus supplement for Series 2007-2, filed pursuant to Rule 424(b)(5) of the Securities Act of 1933, as amended, by Discover Bank on March 30, 2007, which can be accessed at http://www.sec.gov/Archives/edgar/data/894327/000095013707004921/c13555b5e424b5.htm. You should also read the static pool data of Discover Card Master Trust I which can be accessed at http://www.discoverfinancial.com/absdata. The prospectus supplement for Series 2007-2 and the static pool data for Discover Card Master Trust I are considered to be part of this series term sheet. The economic terms set forth in this series term sheet and any information in this series term sheet that is later than or inconsistent with the information in the prospectus and prospectus supplement for Series 2007-2 supersede the economic terms and such information in the prospectus and prospectus supplement for Series 2007-2.

The SEC allows us to incorporate by reference information we file with it, which means that we can disclose important information to you by referring you to those documents. We are incorporating by reference the Registration Statement on Form S-3, as amended, Registration No. 333-131898, filed by Discover Bank and the trust for the offering to which this communication relates. In addition, we incorporate by reference to this term sheet the following reports and documents filed by Discover Bank on behalf of the trust pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended:

	*(1)*		*the trust’s Annual Report on* *Form 10-K* *for the year ended November 30, 2006;*

	*(2)*		*the trust’s Monthly Reports on* *Form 10-D* *filed since November 30, 2006; and*

	*(3)*		*the trust’s Current Reports on* *Form 8-K* *filed since November 30, 2006.*

You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. We file reports with the SEC under the name Discover Card Master Trust I, Commission file number 000-23108. The information incorporated by reference is considered to be part of this series term sheet. As a recipient of this series term sheet, you may request a copy of any document we incorporate by reference, except exhibits to the documents, unless the exhibits are specifically incorporated by reference, at no cost, by calling Discover Bank, as master servicer, at ###-###-####.

We have prepared this series term sheet solely for informational purposes. Discover Bank may not offer or sell the certificates in any state where the offer or sale is prohibited. The underwriters may hold or trade securities of the trust or Discover Bank and may also perform investment banking services for the trust and Discover Bank.

MORGAN STANLEY

BANC OF AMERICA SECURITIES LLC

CITIGROUP

JPMORGAN

RBC CAPITAL MARKETS

RBS GREENWICH CAPITAL

This free writing prospectus does not contain all information that is required to be included in the prospectus and prospectus supplement.

The information in this series term sheet will be superseded in its entirety by any similar information for Series 2007-3 we may subsequently provide prior to the Time of Sale, as defined below. The Time of Sale is expected to be at or around [___] New York City time on April [•], 2007 (the “Time of Sale”), the time at which the Terms Agreement for Series 2007-3 is expected to be executed among Discover Bank and the underwriters for Series 2007-3 (the “Terms Agreement”) and commitments to purchase certificates are expected first to be made.

This series term sheet may not be distributed to Private Customers as defined by the U.K. Securities and Futures Authority.

IMPORTANT NOTICE REGARDING THE CONDITIONS FOR THIS OFFERING OF ASSET-BACKED SECURITIES

The asset-backed securities referred to in these materials are being offered when, as and if issued. In particular, you are advised that asset-backed securities, and the asset pools backing them, are subject to modification or revision (including, among other things, the possibility that one or more classes of securities may be split, combined or eliminated), at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the securities may not be issued that have the characteristics described in these materials. Our obligation to sell securities to you is conditioned on the securities and the underlying transaction having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the issuer nor the underwriter will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.

IMPORTANT INFORMATION AND IRS CIRCULAR 230 NOTICE

This material has been prepared for information purposes to support the promotion or marketing of the transaction or matters addressed herein. This is not a research report and was not prepared by the Morgan Stanley research department. It was prepared by Discover Bank or Morgan Stanley sales, trading, banking, or other non-research personnel. This material was not intended or written to be used, and it cannot be used by any taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer under U.S. federal tax laws. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor. Past performance is not necessarily a guide to future performance. Please see additional important information and qualifications at the end of this material.

IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS

ANY LEGENDS, DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR IN OR AT THE BOTTOM OF THE EMAIL COMMUNICATION TO WHICH THIS MATERIAL IS ATTACHED ARE NOT APPLICABLE TO THESE MATERIALS AND SHOULD BE DISREGARDED. SUCH LEGENDS, DISCLAIMERS OR OTHER NOTICES HAVE BEEN AUTOMATICALLY GENERATED AS A RESULT OF THESE MATERIALS HAVING BEEN SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

There are two subseries for this series, each of which will be treated as a separate series under the pooling and servicing agreement and all of the series supplements that are a part of the Discover Card Master Trust I.


Title of Securities		Subseries 1:

		Discover Card Master Trust I, Series 2007-3 Floating Rate Class A, Subseries 1 Credit Card Pass-Through Certificates and Discover Card Master Trust I, Series 2007-3 Floating Rate Class B, Subseries 1 Credit Card Pass-Through Certificates.

		Subseries 2:

		Discover Card Master Trust I, Series 2007-3 Floating Rate Class A, Subseries 2 Credit Card Pass-Through Certificates and Discover Card Master Trust I, Series 2007-3 Floating Rate Class B, Subseries 2 Credit Card Pass-Through Certificates.

Interest Rate		Subseries 1:

		Class A, Subseries 1 Certificates: LIBOR plus ___% per year.

		Class B, Subseries 1 Certificates: LIBOR plus ___% per year.

		Subseries 2:

		Class A, Subseries 2 Certificates: LIBOR plus ___% per year.

		Class B, Subseries 2 Certificates: LIBOR plus ___% per year.

		The trustee will calculate interest on the certificates for each subseries on the basis of the actual number of days elapsed and a 360-day year.

		“LIBOR” will mean the London interbank offered rate for one-month United States dollar deposits, determined two business days before the start of each interest accrual period.

Time of Sale		The time of sale is expected to be at or around [___] New York City time on April [___], 2007, the time at which the Terms Agreement for Series 2007-3 is expected to be executed among Discover Bank and the underwriters for Series 2007-3 and commitments to purchase certificates are expected first to be made.

Interest Payment Dates		The 15th day of each month, or the next business day, beginning in June 2007.

Expected Maturity Dates and Average Lives		Subseries 1:

		Class A, Subseries 1 Certificates: April 15, 2010, or the next business day. If an Amortization Event occurs for Subseries 1, the trust will pay principal monthly and the final principal payment may be made before or after April 15, 2010. Assuming (i) closing occurs on May [3], 2007, (ii) no Amortization Event occurs and (iii) payment will be made in full

This material was not prepared by the Morgan Stanley research department. Please refer to important information and qualifications at the end of this material.


		on the expected maturity date and adjusting for weekends and holidays, the average life is expected to be [2.95] years.

		Class B, Subseries 1 Certificates: May 17, 2010, or the next business day. If an Amortization Event occurs for Subseries 1, the trust will pay principal monthly and the final payment of principal may be made either before or after May 17, 2010. The trust must generally pay all Class A, Subseries 1 principal before it pays any Class B, Subseries 1 principal. Assuming (i) closing occurs on May [3], 2007, (ii) no Amortization Event occurs and (iii) payment will be made in full on the expected maturity date and adjusting for weekends and holidays, the average life is expected to be [3.04] years.

		Subseries 2:

		Class A, Subseries 2 Certificates: April 16, 2012, or the next business day. If an Amortization Event occurs for Subseries 2, the trust will pay principal monthly and the final principal payment may be made before or after April 16, 2012. Assuming (i) closing occurs on May [3], 2007, (ii) no Amortization Event occurs and (iii) payment will be made in full on the expected maturity date and adjusting for weekends and holidays, the average life is expected to be [4.95] years.

		Class B, Subseries 2 Certificates: May 15, 2012, or the next business day. If an Amortization Event occurs for Subseries 2, the trust will pay principal monthly and the final payment of principal may be made either before or after May 15, 2012. The trust must generally pay all Class A, Subseries 2 principal before it pays any Class B, Subseries 2 principal. Assuming (i) closing occurs on May [3], 2007, (ii) no Amortization Event occurs and (iii) payment will be made in full on the expected maturity date and adjusting for weekends and holidays, the average life is expected to be [5.03] years.

		The average life calculations for each class of certificates for each subseries are based on a 360-day year of twelve 30-day months.

		An “Amortization Event” for each subseries is an event that will cause the trust to begin repaying principal on a monthly basis.

Minimum Monthly Payment Rates		Subseries 1:

		In order to repay the principal of the certificates in full at their applicable expected maturities, the trust will need a minimum monthly payment rate of 9.13% for the Class A, Subseries 1 Certificates and a minimum monthly payment rate of 6.29% for the Class B, Subseries 1 Certificates, assuming (i) an annual yield of 16.39%, (ii) a net charge-off rate of 4.14% per year, (iii) that the Principal Receivables in the trust remain above the Minimum Principal Receivables Balance (described below), (iv) the subseries is not receiving collections or income originally allocated to another series or subseries, (v) no Amortization Event occurs and (vi) the master servicer does not elect to

This material was not prepared by the Morgan Stanley research department. Please refer to important information and qualifications at the end of this material.


		delay the commencement of the period during which it allocates collections to repay the principal of the certificates.

		Subseries 2:

		In order to repay the principal of the certificates in full at their applicable expected maturities, the trust will need a minimum monthly payment rate of 9.13% for the Class A, Subseries 2 Certificates and a minimum monthly payment rate of 6.29% for the Class B, Subseries 2 Certificates, assuming (i) an annual yield of 16.39%, (ii) a net charge-off rate of 4.14% per year, (iii) that the Principal Receivables in the trust remain above the Minimum Principal Receivables Balance (described below), (iv) the subseries is not receiving collections or income originally allocated to another series or subseries, (v) no Amortization Event occurs and (vi) the master servicer does not elect to delay the commencement of the period during which it allocates collections to repay the principal of the certificates.

Minimum Principal Receivables Balance		The “Minimum Principal Receivables Balance” is an amount equal to the minimum principal receivables balances for each series, including each subseries, then outstanding. As of April 25, 2007, after giving effect to the issuance of Series 2007-3, the Minimum Principal Receivables Balance for the trust would be $[31,211,649,462.37]. The actual amount of Principal Receivables in the trust as of March 31, 2007 exceeds this amount by $[3,518,351,289.66]. The excess of Principal Receivables over the Minimum Principal Receivables Balance as of such date reflects [10.13]% of the total amount of Principal Receivables in the trust.

		“Principal Receivables” are amounts owing by obligors under accounts that are allocated to the trust, excluding periodic finance charges and other charges and fees. References to “Accounts” in this series term sheet will mean accounts that are allocated to the trust.

Series Termination Date		For each subseries, the Series Termination Date is the last day on which the trust will pay principal on the certificates for that subseries.

		Subseries 1: For Class A, Subseries 1 and Class B, Subseries 1, the Series Termination Date is the first business day following October 15, 2012, or if October 15, 2012 is not a business day, the second business day following October 15, 2012.

		Subseries 2: For Class A, Subseries 2 and Class B, Subseries 2, the Series Termination Date is the first business day following October 15, 2014, or if October 15, 2014 is not a business day, the second business day following October 15, 2014.

This material was not prepared by the Morgan Stanley research department. Please refer to important information and qualifications at the end of this material.


Subordination of Class B Certificates (Class A Credit Enhancement)		For each subseries, the Class B Certificates are subordinated to the Class A Certificates for that subseries, up to a specified dollar amount, known as the “Available Subordinated Amount.”

Available Subordinated Amount		Subseries 1:
		Initially, equal to 12.5% of the Series Initial Investor Interest for Subseries 1, which may be reduced, reinstated or increased from time to time. The Available Subordinated Amount for Subseries 1 will increase by:

		• 0.5% of the Series Initial Investor Interest for Subseries 1 after a Supplemental Credit Enhancement Event, if Discover Bank has not made an Effective Alternative Credit Support Election for Subseries 1;

		• 4.5% of the Series Initial Investor Interest for Subseries 1 after an Effective Alternative Credit Support Election, if a Supplemental Credit Enhancement Event has occurred for Subseries 1; or

		• 5.0% of the Series Initial Investor Interest for Subseries 1 after an Effective Alternative Credit Support Election, if a Supplemental Credit Enhancement Event has not occurred for Subseries 1.

		The “Series Initial Investor Interest” for Subseries 1 is equal to the total initial principal amount of the Floating Rate Class A, Subseries 1 Certificates plus the total initial principal amount of the Floating Rate Class B, Subseries 1 Certificates. If additional certificates are issued in Subseries 1 after the initial issuance date for Series 2007-3, the “Series Initial Investor Interest” will be deemed to include the initial principal amount of the additional certificates from and after the date of such additional issuance.

		Subseries 2:

		Initially, equal to 12.5% of the Series Initial Investor Interest for Subseries 2, which may be reduced, reinstated or increased from time to time. The Available Subordinated Amount for Subseries 2 will increase by:

		• 0.5% of the Series Initial Investor Interest for Subseries 2 after a Supplemental Credit Enhancement Event, if Discover Bank has not made an Effective Alternative Credit Support Election for Subseries 2;

		• 4.5% of the Series Initial Investor Interest for Subseries 2 after an Effective Alternative Credit Support Election, if a Supplemental Credit Enhancement Event has occurred for Subseries 2; or

		• 5.0% of the Series Initial Investor Interest for Subseries 2 after an Effective Alternative Credit Support Election, if a

This material was not prepared by the Morgan Stanley research department. Please refer to important information and qualifications at the end of this material.


		Supplemental Credit Enhancement Event has not occurred for Subseries 2.

		The “Series Initial Investor Interest” for Subseries 2 is equal to the total initial principal amount of the Floating Rate Class A, Subseries 2 Certificates plus the total initial principal amount of the Floating Rate Class B, Subseries 2 Certificates. If additional certificates are issued in Subseries 2 after the initial issuance date for Series 2007-3, the “Series Initial Investor Interest” will be deemed to include the initial principal amount of the additional certificates from and after the date of such additional issuance.

		A “Supplemental Credit Enhancement Event” will occur for each subseries the first time Standard & Poor’s Ratings Services withdraws the long-term debt or deposit rating of Discover Bank, or an additional seller, if any, or reduces this rating below BBB-.

		“Effective Alternative Credit Support Election” will mean an effective election made by Discover Bank to change the way in which the trust allocates finance charge collections to Subseries 1 or Subseries 2. To make this election, Discover Bank must arrange for the deposit of additional funds into the cash collateral account for Subseries 1 or Subseries 2, discussed below, as appropriate.

Cash Collateral Account (Class B Credit Enhancement)		Subseries 1:

		Discover Bank will arrange to have a cash collateral account established and funded with an amount equal to 7.5% of the Series Initial Investor Interest for Subseries 1 for the direct benefit of the Class B, Subseries 1 investors, the “Credit Enhancement Account,” for Subseries 1 on the date the certificates are issued. The trustee may withdraw funds from this account to reimburse the Class B, Subseries 1 investors for amounts that would otherwise reduce their interest in the trust or affect their interest payments.

		The amount on deposit in this account may decrease or increase on future Distribution Dates. A “Distribution Date” is the 15th calendar day of each month, or the next business day, beginning for this subseries in June 2007.

		The maximum amount of Credit Enhancement for Subseries 1 as of any Distribution Date will be:

		Before a Supplemental Credit Enhancement Event or an Effective Alternative Credit Support Election

		• 7.5% of the Series Investor Interest for Subseries 1 as of the end of the preceding month, but not less than 1% of the Series Initial Investor Interest for Subseries 1; or

		After a Supplemental Credit Enhancement Event but before an Effective Alternative Credit Support Election

This material was not prepared by the Morgan Stanley research department. Please refer to important information and qualifications at the end of this material.


		• 8.0% of the Series Investor Interest for Subseries 1 as of the end of the preceding month, but not less than 1% of the Series Initial Investor Interest for Subseries 1; or

		After an Effective Alternative Credit Support Election

		• 12.5% of the Series Investor Interest for Subseries 1 as of the end of the preceding month, but not less than 1% of the Series Initial Investor Interest for Subseries 1.

		However, if an Amortization Event for Subseries 1 has occurred, the maximum amount of Credit Enhancement will be the amount on deposit in the Credit Enhancement Account for Subseries 1 on the Distribution Date immediately before the Amortization Event occurred.

		“Series Investor Interest” with respect to Subseries 1 will mean the Series Initial Investor Interest for Subseries 1 minus

		• the amount of principal collections on deposit for the benefit of investors in Subseries 1,

		• the amount of losses of principal on investments of principal collections on deposit for the benefit of investors in Subseries 1,

		• the aggregate amount of principal previously paid to investors in Subseries 1, and

		• the aggregate amount of investor losses attributable to Subseries 1 resulting from accounts in which the receivables have been charged-off as uncollectible, after giving effect to all provisions in the Series Supplement to reimburse these charged-off amounts.

		Subseries 2:

		Discover Bank will arrange to have a cash collateral account established and funded with an amount equal to 7.5% of the Series Initial Investor Interest for Subseries 2 for the direct benefit of the Class B, Subseries 2 investors, the “Credit Enhancement Account,” for Subseries 2 on the date the certificates are issued. The trustee may withdraw funds from this account to reimburse the Class B, Subseries 2 investors for amounts that would otherwise reduce their interest in the trust or affect their interest payments.

		The amount on deposit in this account may decrease or increase on future Distribution Dates. A “Distribution Date” is the 15th calendar day of each month, or the next business day, beginning for this subseries in June 2007.

		The maximum amount of Credit Enhancement for Subseries 2 as of any Distribution Date will be:

This material was not prepared by the Morgan Stanley research department. Please refer to important information and qualifications at the end of this material.


		Before a Supplemental Credit Enhancement Event or an Effective Alternative Credit Support Election

		• 7.5% of the Series Investor Interest for Subseries 2 as of the end of the preceding month, but not less than 1% of the Series Initial Investor Interest for Subseries 2; or

		After a Supplemental Credit Enhancement Event but before an Effective Alternative Credit Support Election

		• 8.0% of the Series Investor Interest for Subseries 2 as of the end of the preceding month, but not less than 1% of the Series Initial Investor Interest for Subseries 2; or

		After an Effective Alternative Credit Support Election

		• 12.5% of the Series Investor Interest for Subseries 2 as of the end of the preceding month, but not less than 1% of the Series Initial Investor Interest for Subseries 2.

		However, if an Amortization Event for Subseries 2 has occurred, the maximum amount of Credit Enhancement will be the amount on deposit in the Credit Enhancement Account for Subseries 2 on the Distribution Date immediately before the Amortization Event occurred.

		“Series Investor Interest” with respect to Subseries 2 will mean the Series Initial Investor Interest for Subseries 2 minus

		• the amount of principal collections on deposit for the benefit of investors in Subseries 2,

		• the amount of losses of principal on investments of principal collections on deposit for the benefit of investors in Subseries 2,

		• the aggregate amount of principal previously paid to investors in Subseries 2, and

		• the aggregate amount of investor losses attributable to Subseries 2 resulting from accounts in which the receivables have been charged-off as uncollectible, after giving effect to all provisions in the Series Supplement to reimburse these charged-off amounts.

The Receivables		The receivables in the Accounts included in the trust as of March 31, 2007 totaled $35,167,231,501.38.

Interchange		Subseries 1 and Subseries 2 will each be eligible for allocations and reallocations of interchange. Series issued prior to November 3, 2004 will not receive allocations or reallocations of interchange.

Group Excess Spread and Interchange Subgroup Excess Spread		The certificates of each subseries (which are treated as a “series”) initially will be included in the “Group One” group of

This material was not prepared by the Morgan Stanley research department. Please refer to important information and qualifications at the end of this material.


		series. The three-month rolling average Group Excess Spread Percentage, as defined below, was 4.84% for the Distribution Date in April 2007. The Group Excess Spread Percentage excludes the effects of interchange. The three-month rolling average Interchange Subgroup Excess Spread, as defined below, as an annualized percentage of the Series Investor Interest for all series entitled to interchange, was 7.87% for the Distribution Date in April 2007.

		“Series Excess Spread” for a series or subseries is generally an amount equal to

		• the total amount of finance charge collections, investment income, interchange and other similar collections allocable to such series or subseries for the prior calendar month, minus

		• the total amount of interest and certain fees payable for such series or subseries and the amount of receivables allocable to such series or subseries that have been charged off as uncollectible for the prior calendar month.

		“Group Excess Spread” for any Distribution Date is the sum of the Series Excess Spreads (modified as discussed below) for all series, including each subseries, in Group One. “Group Excess Spread Percentage” for any Distribution Date is a percentage calculated by multiplying:

		• twelve, by

		• the sum of the Series Excess Spreads (modified as discussed below) for all series, including each subseries, in Group One,

		and then dividing the product by an amount equal to the sum of all investor interests for each series or subseries in Group One, in each case for the Distribution Date. For purposes of determining the Group Excess Spread and the Group Excess Spread Percentage, we will subtract interchange from the Series Excess Spread for each series or subseries that otherwise has positive Series Excess Spread. However, if this subtraction would cause the Series Excess Spread to be negative, Series Excess Spread for such series or subseries will be deemed to be zero.

		“Interchange Subgroup Excess Spread” for any Distribution Date means the sum of:

		• all amounts deposited in the Group Interchange Reallocation Account for all series or subseries to which interchange is allocated, and

		• the Interchange Subgroup Allocable Group Excess Spread;

This material was not prepared by the Morgan Stanley research department. Please refer to important information and qualifications at the end of this material.


		where “Interchange Subgroup Allocable Group Excess Spread” means, for any Distribution Date:

		• if the Group Excess Spread is positive or zero, an amount equal to the Group Excess Spread multiplied by the sum of the investor interests for each series or subseries in Group One to which interchange is allocated, divided by

		• an amount equal to the sum of all investor interests for each series or subseries in Group One;

		and

		• if the Group Excess Spread is negative, an amount equal to the Group Excess Spread multiplied by the sum of the Series Excess Spreads for each series or subseries in Group One to which interchange is allocated and for which the Series Excess Spread was negative, divided by

		• an amount equal to the sum of the Series Excess Spreads for each series or subseries in Group One for which the Series Excess Spread was negative.

Rating of the Investor Certificates		The trust will only issue the certificates if Standard & Poor’s has rated the Class A Certificates for each subseries “AAA” and the Class B Certificates for each subseries at least “A” and Moody’s Investors Service, Inc. has rated the Class A Certificates for each subseries “Aaa” and has rated the Class B Certificates for each subseries at least “A2.”

ERISA Considerations		Discover Bank believes that employee benefit plans subject to ERISA may acquire Class A Certificates for any subseries; however, advisers to these plans should consult their own counsel. Employee benefit plans subject to ERISA and entities whose assets are considered to be assets of an employee benefit plan subject to ERISA may not acquire the Class B Certificates for any subseries.

Underwriting		It is anticipated that the underwriters named below will purchase from Discover Bank, as an allocation of the Class A, Subseries 1 and Subseries 2 Certificates and Class B, Subseries 1 and Subseries 2 Certificates, the respective percentages set forth opposite their names less underwriting discounts and commissions:

		Morgan Stanley & Co. Incorporated [ ]%
		Banc of America Securities LLC [ ]%
		Citigroup Global Markets Inc. [ ]%
		Greenwich Capital Markets, Inc. [ ]%
		JPMorgan Securities Inc. [ ]%
		RBC Capital Markets Corporation [ ]%

		The underwriting discounts and commissions for the Class A, Subseries 1 and Subseries 2 Certificates are expected to be [___]% and the underwriting discounts and commissions for the

This material was not prepared by the Morgan Stanley research department. Please refer to important information and qualifications at the end of this material.


		Class B, Subseries 1 and Subseries 2 Certificates are expected to be [___]%. Each underwriter has advised Discover Bank that it expects the concession it offers certain dealers to be up to 60% of such discounts and commissions, and the underwriters may allow, and these dealers may reallow, a concession of up to 30% of such discounts and commissions to certain other dealers.

Listing		Discover Bank expects to list the certificates on the Official List of the Luxembourg Stock Exchange and to trade the certificates on the Euro MTF Market of the Luxembourg Stock Exchange, in accordance with the rules of the Luxembourg Stock Exchange, to facilitate trading in non-U.S. markets.

This material was not prepared by the Morgan Stanley research department. Please refer to important information and qualifications at the end of this material.

COMPOSITION AND HISTORICAL PERFORMANCE OF THE ACCOUNTS

We have set forth information below about the Accounts that are part of the trust.

Geographic Distribution. The Accounts that are part of the trust are not highly concentrated geographically. As of March 31, 2007, the following nine states had the largest Receivables balances and comprised over 50% of the Receivables:


	Percentage of
State	Total Receivables
California		9.4	%
Texas		8.8	%
New York		6.8	%
Florida		5.9	%
Illinois		5.6	%
Pennsylvania		4.9	%
Ohio		4.6	%
Michigan		3.7	%
New Jersey		3.5	%
Other States		46.8	%

Total		100.0	%

Since the largest amounts of outstanding Receivables were with cardholders whose billing addresses were in California, Texas, New York, Florida, Illinois, Pennsylvania, Ohio, Michigan and New Jersey, adverse changes in the business or economic conditions in these states could have an adverse effect on the performance of the Receivables.

Credit Limit Information. As of March 31, 2007, the Accounts had the following credit limits:


	Receivables		Percentage					Percentage of
	Outstanding		of Total			Number of		Total
Credit Limit	($000’s)		Receivables			Accounts		Accounts
Less than or equal to $5,000.00	$	4,161,648		11.8	%		8,319,258		24.2	%
$5,000.01 to $10,000.00	$	12,385,632		35.2	%		12,989,240		37.7	%
$10,000.01 to $15,000.00	$	14,370,584		40.9	%		11,688,345		34.0	%
Over $15,000.00	$	4,249,368		12.1	%		1,416,126		4.1	%

Total	$	35,167,232		100.0	%		34,412,969		100.0	%

The average credit limit as of March 31, 2007 was $8,891.

Account Balance Information. As of March 31, 2007, the Accounts had the following balances:


	Receivables			Percentage
	Outstanding			of Total			Number of		Percentage of
	($000’s)			Receivables			Accounts		Total Accounts
Credit Balance	$	(37,593	)		(0.1	)%		538,636		1.6	%
No Balance	$	—			0.0	%		20,903,530		60.7	%
$0.01 to $5,000.00	$	13,696,855			39.0	%		10,413,038		30.3	%
$5,000.01 to $10,000.00	$	13,755,674			39.1	%		1,935,847		5.6	%
$10,000.01 to $15,000.00	$	6,659,552			18.9	%		558,995		1.6	%
Over $15,000.00	$	1,092,744			3.1	%		62,923		0.2	%

Total	$	35,167,232			100.0	%		34,412,969		100.0	%

The average account balance as of March 31, 2007 was $2,405 (using 14,623,496 active Accounts for which cardmembers had a balance, a monetary transaction or an authorization within the past month).

This material was not prepared by the Morgan Stanley research department. Please refer to important information and qualifications at the end of this material.

Seasoning. As of March 31, 2007, 95.5% of the Accounts were at least 24 months old. The ages of the Accounts as of March 31, 2007 were distributed as follows:


	Percentage of			Percentage of
Age of Accounts	Total Accounts			Total Receivables
Less than 12 Months		1.7	%		3.9	%
12 to 23 Months		2.8	%		3.9	%
24 to 35 Months		3.2	%		3.5	%
36 to 47 Months		3.1	%		3.0	%
48 to 59 Months		5.0	%		5.3	%
60 Months and Greater		84.2	%		80.4	%

Total		100.0	%		100.0	%

Delinquency Information. The Accounts in the trust have had the following delinquency statuses:


	As of March 31, 2007					As of December 31, 2006					As of December 31, 2005
	Receivables		Percentage			Receivables		Percentage			Receivables		Percentage
	Outstanding		of Total			Outstanding		of Total			Outstanding		of Total
	($000’s)		Receivables			($000’s)		Receivables			($000’s)		Receivables
Total Receivables	$	35,167,232		100.00	%	$	34,888,235		100.00	%	$	33,961,825		100.00	%
Receivables Delinquent:
30 to 59 Days	$	363,515		1.03	%	$	369,695		1.06	%	$	391,941		1.15	%
60 to 89 Days	$	254,813		0.72	%	$	268,684		0.77	%	$	258,519		0.76	%
90 to 119 Days	$	216,677		0.62	%	$	228,263		0.65	%	$	207,787		0.61	%
120 to 149 Days	$	193,515		0.55	%	$	194,385		0.56	%	$	176,535		0.52	%
150 to 179 Days	$	184,826		0.53	%	$	172,886		0.50	%	$	165,133		0.49	%
Over 180 Days	$	—		0.00	%	$	—		0.00	%	$	—		0.00	%

Total Delinquent	$	1,213,346		3.45	%	$	1,233,913		3.54	%	$	1,199,915		3.53	%


	As of December 31, 2004					As of December 31, 2003
	Receivables		Percentage			Receivables		Percentage
	Outstanding		of Total			Outstanding		of Total
	($000’s)		Receivables			($000’s)		Receivables
Total Receivables	$	35,519,347		100.00	%	$	35,323,197		100.00	%
Receivables Delinquent:
30 to 59 Days	$	493,062		1.39	%	$	699,204		1.98	%
60 to 89 Days	$	350,431		0.99	%	$	475,025		1.34	%
90 to 119 Days	$	302,349		0.85	%	$	388,064		1.10	%
120 to 149 Days	$	265,824		0.75	%	$	337,948		0.96	%
150 to 179 Days	$	243,226		0.68	%	$	306,901		0.87	%
Over 180 Days	$	—		0.00	%	$	—		0.00	%

Total Delinquent	$	1,654,892		4.66	%	$	2,207,142		6.25	%


	As of March 31, 2007					As of December 31, 2006					As of December 31, 2005
			Percentage					Percentage					Percentage
	Number of		of Total			Number of		of Total			Number of		of Total
	Accounts		Accounts			Accounts		Accounts			Accounts		Accounts
Total Accounts		34,412,969		100.00	%		32,971,762		100.00	%		34,108,850		100.00	%
Accounts Delinquent:
30 to 59 Days		71,113		0.20	%		73,988		0.23	%		82,952		0.24	%
60 to 89 Days		44,215		0.13	%		47,093		0.14	%		48,878		0.14	%
90 to 119 Days		34,997		0.10	%		37,176		0.11	%		37,168		0.11	%
120 to 149 Days		29,919		0.09	%		30,477		0.09	%		30,377		0.09	%
150 to 179 Days		27,600		0.08	%		26,611		0.08	%		27,249		0.08	%
Over 180 Days		—		0.00	%		—		0.00	%		—		0.00	%

Total Delinquent		207,844		0.60	%		215,345		0.65	%		226,624		0.66	%

This material was not prepared by the Morgan Stanley research department. Please refer to important information and qualifications at the end of this material.


	As of December 31, 2004					As December 31, 2003
	Number of		Percentage of			Number of		Percentage of
	Accounts		Total Accounts			Accounts		Total Accounts
Total Accounts		35,156,736		100.00	%		33,950,472		100.00	%
Accounts Delinquent:
30 to 59 Days		107,076		0.30	%		150,528		0.44	%
60 to 89 Days		68,046		0.19	%		92,882		0.27	%
90 to 119 Days		55,045		0.16	%		71,891		0.21	%
120 to 149 Days		46,593		0.13	%		59,941		0.18	%
150 to 179 Days		41,248		0.12	%		52,720		0.16	%
Over 180 Days		—		0.00	%		—		0.00	%

Total Delinquent		318,008		0.90	%		427,962		1.26	%

Distribution of the Accounts by FICO Score

FICO Credit Score Information. As of March 31, 2007, the Accounts had the following FICO scores:


	Receivables
	Outstanding		Percentage of
FICO Credit Score Range	($000)		Total Receivables
No Score	$	341,065		0.97	%
Less than 600	$	4,349,866		12.37	%
600 to 659	$	5,139,725		14.61	%
660 to 719	$	11,390,026		32.39	%
720 and above	$	13,946,550		39.66	%

Total	$	35,167,232		100.00	%

Summary Historical Performance of the Accounts

The information below about the performance of the trust Accounts for historical periods reflects only the performance of Accounts that were designated for the trust during the specified time period and has not been restated to reflect the performance of Accounts added after such time period. Accordingly, such information does not fully reflect the historical performance of the Accounts currently comprising the trust Accounts. The performance information included in this section is generally consistent with the type of performance information that will be provided in the monthly certificateholders statement for each subseries.

Summary Yield Information. The annualized monthly yield for the Accounts is calculated by dividing the monthly finance charges by beginning monthly principal receivables multiplied by twelve. Monthly finance charge collections include periodic finance charges, cash advance item charges, late fees, overlimit fees and other fees, all net of write-offs. Recoveries received with respect to Receivables in the trust that have been charged off as uncollectible, including the proceeds of charged-off receivables that Discover Bank has removed from the trust, are included in the trust and are treated as Finance Charge Collections. Discover Bank allocates, to the extent applicable for any series, including any subseries, issued on or after November 3, 2004, interchange, which is treated similarly to finance charges. The aggregate yield is the average of the monthly annualized yields for each period shown. The aggregate yield for the Accounts is summarized as follows:


	Three Months
	Ended
	March 31,			Twelve Months Ended December 31,
Aggregate Yields	2007			2006			2005			2004			2003
Finance Charges and Fees (Excluding Recoveries and Interchange)($000)	$	1,447,518		$	5,229,147		$	5,002,729		$	5,323,969		$	5,534,492
Yield Excluding Recoveries and Interchange		16.39	%		16.43	%		15.25	%		15.45	%		15.85	%
Yield Excluding Recoveries and Including Interchange		19.41	%		19.91	%		18.35	%		18.76	%		15.85	%
Gross Yield Including Recoveries and Interchange		20.36	%		20.90	%		19.44	%		19.66	%		16.67	%

After November 30, 2003, when we refer to yield excluding recoveries and interchange, we are excluding only recoveries related to the charge-off of principal, but are including recoveries related to finance charge and fee write-offs. These finance charge and fee recoveries were previously reflected in net charge-offs, but net charge-offs now includes only charge-offs and recoveries of principal. See the chart “Summary Charge-Off Information.” For purposes of the Pooling and Servicing Agreement, all recoveries of principal as well as recoveries of finance charges and fees are treated as Finance Charge Collections, and are reflected in

This material was not prepared by the Morgan Stanley research department. Please refer to important information and qualifications at the end of this material.

percentages set forth in the row of the table titled “Gross Yield Including Recoveries and Interchange.” The certificates of each subseries of this Series 2007-3 will be eligible to receive allocations and reallocations of interchange received by the trust in accordance with the terms of the series supplement. Other certificates issued after this series, including each subseries, may also be eligible to receive allocations and reallocations of interchange if so provided in their respective series supplements. Certificates issued prior to November 3, 2004 receive no allocations or reallocations of interchange, therefore, interchange is only reflected in the yields above beginning November 2004.

Summary Charge-Off Information. The annualized monthly charge-off rates for the Accounts are calculated by dividing the monthly principal charge-offs by beginning monthly principal receivables multiplied by twelve. The aggregate charge-off percentages expressed below are the average of the annualized monthly charge-off rates for each period shown. The Accounts have had the following aggregate charge-off amounts and aggregate charge-off percentages:


	Three Months
	Ended
	March 31,		Twelve Months Ended December 31,
	2007		2006		2005		2004		2003
Gross Principal Charge-offs ($000)	$	449,714	$	1,507,862	$	2,286,570	$	2,463,519	$	2,742,942
Net Principal Charge-offs ($000)	$	365,863	$	1,192,380	$	1,931,329	$	2,153,434	$	2,456,316
Gross Principal Charge-off Rates		5.09%		4.73%		6.97%		7.15%		7.85%
Net Principal Charge-off Rates		4.14%		3.74%		5.89%		6.25%		7.03%

Prior to December 1, 2003 net charge-offs included recoveries related to finance charge and fee write-offs. After November 30, 2003, we excluded recoveries related to finance charge and fee write-offs from net charge-offs. Net charge-offs reflect only recoveries of principal after November 30, 2003.

Summary Payment Rate Information. The monthly payment rate for the Accounts is calculated by dividing monthly collections by the Receivables in the Accounts as of the beginning of the month. The average monthly payment rate for each period shown is calculated by dividing the sum of individual monthly payment rates by the number of months in the period. The Accounts have had the following historical monthly payment rates:


	Three Months
	Ended
	March 31,			Twelve Months Ended December 31,
	2007			2006			2005			2004			2003
Lowest Monthly Payment Rate		19.73	%		20.29	%		18.99	%		18.19	%		16.60	%
Highest Monthly Payment Rate		22.52	%		22.87	%		21.33	%		20.07	%		18.96	%
Average Monthly Payment Rate		21.14	%		21.81	%		20.59	%		19.27	%		18.15	%

Minimum Monthly Payment and Full Balance Payment Rates. Discover Bank calculates the monthly rate of cardmembers that made only the contractual monthly minimum payment due as a percentage of the total Accounts as of the beginning of the month. Discover Bank calculates the monthly rate of cardmembers that paid their full balance due as a percentage of the total Accounts as of the beginning of the month. The rates below are the average of monthly rates for the period shown.


	Three Months Ended			Twelve Months Ended
	March 31, 2007			December 31, 2006
Minimum Monthly Payment Rate		4.35	%		4.05	%
Full Balance Payment Rate		14.39	%		14.47	%

Balance Reductions. The Accounts in the trust may have balance reductions granted for a number of reasons, including merchandise refunds, returns, and fraudulent charges. As of the three months ended March 31, 2007, the average monthly balance reduction rate for the Accounts in the trust attributable to such returns and cardmember fraud was 0.59%.

This material was not prepared by the Morgan Stanley research department. Please refer to important information and qualifications at the end of this material.

COMPOSITION AND HISTORICAL PERFORMANCE
OF THE DISCOVER CARD PORTFOLIO

As of February 28, 2007 the Discover Card portfolio was comprised of 41.9 million Discover Card accounts with approximately 18.3 million active accounts. We have set forth information below about the accounts that comprise the Discover Card portfolio.

Composition and Distribution of the Discover Card Portfolio

Geographic Distribution. The Discover Card portfolio is not highly concentrated geographically. As of February 28, 2007, the following nine states comprised at least 50% of the receivables balances:


	Percentage of Total
State	Receivables
California		9.6	%
Texas		8.5	%
New York		6.8	%
Florida		5.9	%
Illinois		5.5	%
Pennsylvania		4.8	%
Ohio		4.5	%
Michigan		3.7	%
New Jersey		3.6	%
Other States		47.1	%

Total		100.0	%

Since the largest amounts of outstanding receivables were with cardholders whose billing addresses were in California, Texas, New York, Florida, Illinois, Pennsylvania, Ohio, Michigan and New Jersey, adverse changes in the business or economic conditions in these states could have an adverse effect on the performance of the receivables.

Credit Limit Information. As of February 28, 2007, the accounts in the Discover Card portfolio had the following credit limits:


	Receivables		Percentage					Percentage
	Outstanding		of Total			Number of		of Total
Credit Limit	($000’s)		Receivables			Accounts		Accounts
Less than or equal to $5,000.00	$	6,562,591		14.2	%		11,520,733		27.5	%
$5,000.01 to $10,000.00	$	17,972,447		39.0	%		16,215,775		38.7	%
$10,000.01 to $15,000.00	$	16,536,819		35.8	%		12,537,811		30.0	%
Over $15,000.00	$	5,059,346		11.0	%		1,579,220		3.8	%


Total	$	46,131,203		100.0	%		41,853,539		100.0	%

Seasoning. As of February 28, 2007, 88.7% of the accounts in the Discover Card portfolio were at least 24 months old. The ages of accounts in the Discover Card portfolio as of February 28, 2007 were distributed as follows:


	Percentage			Percentage
	of Total			of Total
Age of Accounts	Accounts			Receivables
Less than 12 Months		5.9	%		12.5	%
12 to 23 Months		5.4	%		7.1	%
24 to 35 Months		5.4	%		5.3	%
36 to 47 Months		4.1	%		3.8	%
48 to 59 Months		5.6	%		5.5	%
60 Months and Greater		73.6	%		65.8	%

Total		100.0	%		100.0	%

This material was not prepared by the Morgan Stanley research department. Please refer to important information and qualifications at the end of this material.

Summary Current Delinquency Information. As of February 28, 2007, the accounts in the Discover Card portfolio had the following delinquency statuses:


	Receivables		Percentage
	Outstanding		of Total
	($000’s)		Receivables
Total Receivables	$	46,131,203		100.0	%
Receivables Delinquent:
30 to 59 Days	$	452,135		1.0	%
60 to 89 Days	$	324,781		0.7	%
90 to 119 Days	$	268,838		0.6	%
120 to 149 Days	$	245,762		0.5	%
150 to 179 Days	$	238,037		0.5	%
Over 180 Days	$	0		0.0	%

Total Delinquent	$	1,529,553		3.3	%

Summary Historical Performance of the Discover Card Portfolio

Summary Historical Receivable Information. The accounts in the Discover Card portfolio generated the following receivables:


	As of February 28,		As of November 30,
	2007		2006		2005		2004
Total Receivables Balance of the Discover Card Portfolio ($000)	$	46,131,203	$	45,615,756	$	44,241,675	$	45,662,929

Summary Yield Information. Discover Bank calculates the monthly yield for the Discover Card portfolio by dividing the monthly finance charges billed by beginning monthly balance multiplied by twelve. Monthly finance charges include periodic finance charges, cash advance item charges, late fees, overlimit fees and other miscellaneous fees, all net of write-offs. Discover Bank also allocates to investors recoveries and, to the extent applicable, interchange, which are treated similarly to finance charges. The aggregate yield is the average of monthly yields annualized for each period shown. The annualized aggregate yield for the Discover Card portfolio is summarized as follows:


	Three Months Ended			Twelve Months Ended
	February 28,			November 30,
Aggregate Yields	2007			2006			2005			2004
Yield Excluding Recoveries and Interchange		14.66	%		14.64	%		13.81	%		14.16	%
Yield Including Recoveries and Excluding Interchange		15.50	%		15.61	%		14.72	%		14.98	%
Yield from Interchange		2.96	%		3.07	%		2.77	%		2.56	%

This material was not prepared by the Morgan Stanley research department. Please refer to important information and qualifications at the end of this material.

Summary Charge-Off Information. The aggregate charge-off percentages expressed below are the average of the monthly annualized charge-off percentages for each period shown. The accounts in the Discover Card portfolio have had the following historical aggregate charge-off amounts and aggregate charge-off percentages:


	Three Months		Twelve Months
	Ended February 28,		Ended November 30,
	2007		2006		2005		2004
Gross Principal Charge-offs ($000)	$	543,616	$	2,180,075	$	2,774,016	$	3,122,182
Net Principal Charge-offs ($000)	$	445,977	$	1,750,962	$	2,368,120	$	2,752,198
Gross Principal Charge-off Rates		4.65%		4.93%		6.20%		6.94%
Net Principal Charge-off Rates		3.82%		3.96%		5.30%		6.12%

Prior to December 1, 2003 net charge-offs included recoveries related to finance charge and fee write-offs. After November 30, 2003, we excluded recoveries related to finance charge and fee write-offs from net charge-offs, which reflects only recoveries of principal. Net charge-offs reflect only recoveries of principal after November 30, 2003. See “Summary Yield Information.”

Summary Payment Rate Information. Discover Bank calculates the monthly payment rate by dividing monthly cardmember remittances by the cardmember receivable balance outstanding as of the beginning of the month. Discover Bank calculates the average monthly payment rate for a period by dividing the sum of individual monthly payment rates for the period by the number of months in the period. The accounts in the Discover Card portfolio have had the following historical payment rates:


	Three Months Ended			Twelve Months
	February 28,			Ended November 30,
	2007			2006			2005			2004
Lowest Monthly Payment Rate		18.42	%		18.82	%		17.82	%		17.15	%
Highest Monthly Payment Rate		20.41	%		21.18	%		19.89	%		18.91	%
Average Monthly Payment Rate		19.61	%		19.95	%		19.21	%		18.20	%

This material was not prepared by the Morgan Stanley research department. Please refer to important information and qualifications at the end of this material.

This material was prepared by sales, trading, banking or other non-research personnel of one of the following: Discover Bank or Morgan Stanley & Co. Incorporated, Morgan Stanley & Co. International Limited, Morgan Stanley Japan Limited and/or Morgan Stanley Dean Witter Asia Limited (together with their affiliates, hereinafter “Morgan Stanley”). This material was not produced by a Morgan Stanley research analyst, although it may refer to a Morgan Stanley research analyst or research report. Unless otherwise indicated, these views (if any) are the author’s and may differ from those of the Morgan Stanley fixed income or equity research department or others in the firm.

This material may have been prepared by or in conjunction with Morgan Stanley trading desks that may deal as principal in or own or act as market maker or liquidity provider for the securities/instruments (or related derivatives) mentioned herein. The trading desk may have accumulated a position in the subject securities/instruments based on the information contained herein. Trading desk materials are not independent of the proprietary interests of Morgan Stanley, which may conflict with your interests. Morgan Stanley may also perform or seek to perform investment banking services for the issuers of the securities and instruments mentioned herein.

This material is not a solicitation to participate in any trading strategy, and is not an offer to sell any security or instrument or a solicitation of an offer to buy or sell any security or instrument in any jurisdiction where the offer, solicitation or sale is not permitted.
Unless otherwise set forth in this material, any securities referred to in this material may not have been registered under the U.S. Securities Act of 1933, as amended, and, if not, may not be offered or sold absent an exemption therefrom. Recipients are required to comply with any legal or contractual restrictions on their purchase, holding, sale, exercise of rights or performance of obligations under any securities/instruments transaction.

The securities/instruments discussed in this material may not be suitable for all investors. Other recipients should seek independent investment advice prior to making any investment decision based on this material. This material does not provide individually tailored investment advice or offer tax, regulatory, accounting or legal advice. Prior to entering into any proposed transaction, recipients should determine, in consultation with their own investment, legal, tax, regulatory and accounting advisors, the economic risks and merits, as well as the legal, tax, regulatory and accounting characteristics and consequences, of the transaction. You should consider this material as only a single factor in making an investment decision.

Options are not for everyone. Before purchasing or writing options, investors should understand the nature and extent of their rights and obligations and be aware of the risks involved, including the risks pertaining to the business and financial condition of the issuer and the security/instrument. A secondary market may not exist for these securities. For Morgan Stanley customers who are purchasing or writing exchange-traded options, please review the publication ‘Characteristics and Risks of Standardized Options,’ which is available from your account representative.

The value of and income from investments may vary because of changes in interest rates, foreign exchange rates, default rates, prepayment rates, securities/instruments prices, market indexes, operational or financial conditions of companies or other factors. There may be time limitations on the exercise of options or other rights in securities/instruments transactions. Past performance is not necessarily a guide to future performance. Estimates of future performance are based on assumptions that may not be realized. Actual events may differ from those assumed and changes to any assumptions may have a material impact on any projections or estimates. Other events not taken into account may occur and may significantly affect the projections or estimates. Certain assumptions may have been made for modeling purposes only to simplify the presentation and/or calculation of any projections or estimates, and Morgan Stanley does not represent that any such assumptions will reflect actual future events. Accordingly, there can be no assurance that estimated returns or projections will be realized or that actual returns or performance results will not materially differ from those estimated herein. Some of the information contained in this document may be aggregated data of transactions in securities or other financial instruments executed by Morgan Stanley that has been compiled so as not to identify the underlying transactions of any particular customer.

Notwithstanding anything herein to the contrary, Discover Bank, Morgan Stanley and each recipient hereof agree that they (and their employees, representatives, and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to the tax treatment and tax structure. For this purpose, “tax structure” is limited to facts relevant to the U.S. federal and state income tax treatment of the transaction and does not include information relating to the identity of the parties, their affiliates, agents or advisors

In the UK, this communication is directed in the UK to those persons who are market counterparties or intermediate customers (as defined in the UK Financial Services Authority’s rules). In Japan, this communication is directed to the sophisticated institutional investors as defined under the Foreign Broker Dealer Law of Japan and the ordinances thereunder. The trademarks and service marks contained herein are the property of their respective owners.

This material may not be sold or redistributed without the prior written consent of Morgan Stanley.

Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No. 333-131898

PRICING TERM SHEET DATED APRIL 26, 2007
DISCOVER^® CARD MASTER TRUST I, SERIES 2007-3

Subseries 1
$1,157,895,000 Floating Rate Credit Card Pass-Through Certificates
Subseries 2
$526,316,000 Floating Rate Credit Card Pass-Through Certificates


Issuing Entity:		Discover Card Master Trust I
Series:		Series 2007-3
Total Principal Amount		$1,684,211,000
Pricing Date		April 26, 2007
Settlement Date		May 3, 2007
Underwriters		Morgan Stanley & Co. Incorporated
		Banc of America Securities LLC
		Citigroup Global Markets Inc.
		Greenwich Capital Markets, Inc.
		JPMorgan Securities Inc.
		RBC Capital Markets Corporation
Estimate of Expenses		$ 1,240,000
Minimum Principal Receivables Balance ^{1, 2}		$ 31,438,021,505.38
Principal Receivables in Trust in Excess of Minimum Principal Receivables Balance ³		$ 3,291,979,246.65
Percentage of the Excess of Principal Receivables over Minimum Principal Receivables Balance to Total Amount of Principal Receivables in Trust ³		9.48%


¹		An amount equal to the minimum principal receivables balances for each series, including each subseries, then outstanding.

²		As of April 26, 2007, after giving effect to the issuance of Series 2007-3.

³		As of March 31, 2007, after giving effect to the issuance of Series 2007-3.

SUBSERIES 1


Class A Credit Card Pass-Through Certificates:		Class B Credit Card Pass-Through Certificates:

Principal Amount	$1,100,000,000	Principal Amount	$57,895,000
Interest Rate	One-month LIBOR plus 0.01%	Interest Rate	One-month LIBOR plus 0.13%
Ratings		Ratings
(Moody’s / S&P / Fitch)	Aaa / AAA / AAA	(Moody’s / S&P / Fitch)	A2 / A / A+
Expected Maturity Date	April 15, 2010	Expected Maturity Date	May 17, 2010
Weighted Average Life	2.95 years	Weighted Average Life	3.04 years
Legal Final Maturity Date	October 16, 2012	Legal Final Maturity Date	October 16, 2012
Underwriting Discounts		Underwriting Discounts
and Commissions	0.175%	and Commissions	0.200%
Price to Public	100%	Price to Public	100%
Proceeds to Discover Bank	$1,098,075,000	Proceeds to Discover Bank	$57,779,210

SUBSERIES 2


Class A Credit Card Pass-Through Certificates:		Class B Credit Card Pass-Through Certificates:

Principal Amount	$500,000,000	Principal Amount	$26,316,000
Interest Rate	One-month LIBOR plus 0.05%	Interest Rate	One-month LIBOR plus 0.18%
Ratings		Ratings
(Moody’s / S&P / Fitch)	Aaa / AAA / AAA	(Moody’s / S&P / Fitch)	A2 / A / A+
Expected Maturity Date	April 16, 2012	Expected Maturity Date	May 15, 2012
Weighted Average Life	4.95 years	Weighted Average Life	5.03 years
Legal Final Maturity Date	October 16, 2014	Legal Final Maturity Date	October 16, 2014
Underwriting Discounts and Commissions	0.225%	Underwriting Discounts and Commissions	0.250%
Price to Public	100%	Price to Public	100%
Proceeds to Discover Bank	$498,875,000	Proceeds to Discover Bank	$26,250,210

IMPORTANT INFORMATION AND IRS CIRCULAR 230 NOTICE

This material has been prepared for information purposes to support the promotion or marketing of the transaction or matters addressed herein.

This is not a research report and was not prepared by the Morgan Stanley research department. It was prepared by Discover Bank or Morgan Stanley sales, trading, banking, or other non-research personnel. This material was not intended or written to be used, and it cannot be used by any taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer under U.S. federal tax laws. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.

Past performance is not necessarily a guide to future performance.

Please see additional important information and qualifications at the end of this material.

IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS

Any legends, disclaimers or other notices that may appear in or at the bottom of the email communication to which this material is attached are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another email system.

This material was prepared by sales, trading, banking or other non-research personnel of one of the following: Discover Bank, Morgan Stanley & Co. Incorporated, Morgan Stanley & Co. International Limited, Morgan Stanley Japan Limited and/or Morgan Stanley Dean Witter Asia Limited (together with their affiliates, hereinafter “Morgan Stanley”). This material was not produced by a Morgan Stanley research analyst, although it may refer to a Morgan Stanley research analyst or research report. Unless otherwise indicated, these views (if any) are the author’s and may differ from those of the Morgan Stanley fixed income or equity research department or others in the firm.

IMPORTANT NOTICE REGARDING THE CONDITIONS FOR THIS OFFERING OF ASSET-BACKED SECURITIES

Trading desk materials are not independent of the proprietary interests of Morgan Stanley, which may conflict with your interests. Morgan Stanley may also perform or seek to perform investment banking services for the issuers of the securities and instruments mentioned herein.

The information contained in this material is subject to change, completion or amendment from time to time, and the information in this material supersedes information in any other communication relating to the securities referred to in this material.

Unless otherwise set forth in this material, any securities referred to in this material may not have been registered under the U.S. Securities Act of 1933, as amended, and, if not, may not be offered or sold absent an exemption therefrom.

Recipients are required to comply with any legal or contractual restrictions on their purchase, holding, sale, exercise of rights or performance of obligations under any securities/instruments transaction.

The securities/instruments discussed in this material may not be suitable for all investors.

Other recipients should seek independent investment advice prior to making any investment decision based on this material. This material does not provide individually tailored investment advice or offer tax, regulatory, accounting or legal advice. Prior to entering into any proposed transaction, recipients should determine, in consultation with their own investment, legal, tax, regulatory and accounting advisors, the economic risks and merits, as well as the legal, tax, regulatory and accounting characteristics and consequences, of the transaction. You should consider this material as only a single factor in making an investment decision.

Past performance is not necessarily a guide to future performance. Estimates of future performance are based on assumptions that may not be realized. Actual events may differ from those assumed and changes to any

assumptions may have a material impact on any projections or estimates. Other events not taken into account may occur and may significantly affect the projections or estimates. Certain assumptions may have been made for modeling purposes only to simplify the presentation and/or calculation of any projections or estimates, and Morgan Stanley does not represent that any such assumptions will reflect actual future events. Accordingly, there can be no assurance that estimated returns or projections will be realized or that actual returns or performance results will not materially differ from those estimated herein. Some of the information contained in this document may be aggregated data of transactions in securities or other financial instruments executed by Morgan Stanley that has been compiled so as not to identify the underlying transactions of any particular customer.

This material may not be sold or redistributed without the prior written consent of Morgan Stanley.