UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

UNDER

    The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

    Pursuant to Rule 429 of the General Rules and Regulations under the Securities Act of 1933, as amended, the prospectus and form of prospectus supplement included in this Registration Statement also relate to $3,736,836,000 of securities previously registered and unissued under Registration Statement No. 333-110560 previously filed by the Registrants on Form S-3 and declared effective on December 3, 2003, as amended by Post-Effective Amendment No. 1, filed on January 19, 2006. This Registration Statement, which is a new Registration Statement, also constitutes Post-Effective Amendment No. 2 to Registration Statement No. 333-110560, and such post-effective amendment shall hereafter become effective concurrently with the effectiveness of this Registration Statement and in accordance with Section 8(c) of the Securities Act of 1933, as amended.

      This Registration Statement pertains to:

      This Registration Statement contains:

      We provide information to you about the certificates in two separate documents:

      We include cross-references in this prospectus supplement and the accompanying prospectus to sections in these materials where you can find related discussions. You can locate the pages on which these sections begin by using the table of contents beginning on page S-1.

      We have included glossaries of the capitalized terms used in this prospectus supplement or the prospectus.

     It is important for you to read and consider all information contained in both this prospectus supplement and the accompanying prospectus in making your investment decision.

      You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not authorized anyone to provide you with different information.

      We are not offering to sell or soliciting offers to buy any securities other than the certificates to which this prospectus supplement and the accompanying prospectus relate, nor are we offering to sell or soliciting offers to buy certificates in any jurisdiction where the offer is not permitted.

      In this prospectus supplement, in the prospectus and in the documents incorporated herein by reference, we may communicate statements relating to the future performance of, or the effect of various circumstances on, Discover Bank, the trust or your certificates that may be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not historical facts and represent only our beliefs and expectations regarding future events, many of which, by their nature, are inherently uncertain and beyond our control. The actual outcomes may differ materially from those included in the forward-looking statements. Forward-looking statements are typically identified by the words “believe,” “expect,” “anticipate,” “intend,” “estimate” and similar expressions. These statements may relate to, among other things, effects of insolvency, arbitration or litigation proceedings and of legislation or regulatory actions. Actual results may differ materially from those expressed or implied as a result of certain risks and uncertainties, including, but not limited to, changes in political and economic conditions, market conditions, interest rate fluctuations, competitive product and pricing pressures, consumer bankruptcies, inflation, technological change, the impact of current, pending or future legislation and regulation, changes in fiscal, monetary, regulatory, accounting and tax policies, monetary fluctuations, success in gaining regulatory approvals when required as well as other risks and uncertainties, including (but not limited to) those described in “Risk Factors” in this prospectus supplement and the accompanying prospectus. Accordingly, you are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they are made. We do not undertake any obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

      This prospectus supplement and the prospectus are intended to be distributed only to those persons who may lawfully receive this prospectus supplement and the prospectus without their contents being communicated by or approved by an authorized person, under Section 21 of the Financial Services and Markets Act 2000.

      This prospectus supplement and the prospectus are directed only at persons who:

      such persons together, “Relevant Persons.”

      This prospectus supplement and the prospectus must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to the Relevant Persons and will be engaged in only with Relevant Persons.

      Discover Bank must comply with federal and state consumer protection laws, regulations and guidance in connection with making and enforcing consumer loans such as credit card loans, including the loans in the trust. These laws, regulations and related guidance and applications or interpretations thereof, including any changes thereto, could adversely affect Discover Bank’s ability to generate new receivables, to collect on the receivables in the trust or to maintain previous levels of monthly periodic finance charges. Discover Bank can make no assurances about the outcome or impact of laws, regulations and guidance or changes therein, on its financial position. If Discover Bank does not comply with these laws, regulations and guidance, it may not be able to collect the receivables. These laws, regulations and guidance will also apply to any other servicer of the receivables, with the same possible effects. Discover Bank has agreed that, if:

Discover Bank will purchase all receivables in the affected accounts. Discover Bank does not anticipate that the trustee will examine the receivables or the records relating to the receivables to determine whether they have legal defects or for any other purpose.

      In response to industry-wide regulatory guidance, the Discover Bank has increased minimum monthly payment requirements on certain general purpose credit card loans and will implementimplemented further minimum payment increases beginning in the second quarter of fiscal 2006. Discover Bank expects that these increases in minimum payment requirements will negatively impact future levels of general purpose credit card loans and related interest and fee revenue and charge-offs. Bank regulators have broad discretion to changeinterpret the guidance or its application, and changes in such guidance or its application by the regulators could impact minimum payment requirements. Discover Bank can give no assurances that its regulators will determine that the increases in monthly minimum payment requirements beyond those already scheduled to take effect in the second quarter of fiscal 2006 will satisfy the guidance. Discover Bank expects the increases in minimum payment requirements scheduled to take effect in the second quarter of fiscal 2006 (and any additional increases in minimum monthly payment requirements beyond those already scheduled), will have an adverse impact on future levels of general purpose credit card loans and related interest and fee revenue and charge-offs. However, the extent of the adverse impact cannot be determined at this time.future.

      If an amortization event occurs with respect to this series:

      We anticipate that the underwriters will make a market in the certificates. A secondary market, however, may not develop. If a secondary market does develop, it might not continue until your certificates mature, or it might not be sufficiently liquid to allow you to resell any of your certificates.

      The trust’s interest in the receivables and interchange may be impaired if the trustee does not have a perfected security interest in the receivables and interchange pursuant to the Uniform Commercial Code in effect in Delaware. A security interest under the UCC includes an interest in personal property that secures payment of an obligation and any interest of a buyer of accounts such as the receivables.

      In general, a security interest in receivables and interchange is perfected against Discover Bank if it can be enforced not only against Discover Bank but also against creditors of Discover Bank that might want to claim those receivables and interchange. Discover Bank has taken certain actions to perfect the trust’s interest in the receivables and interchange, including filing financing statements of the trust’s interest with the Secretary of State of the State of Delaware. The financing statement filed with the Secretary of State of the State of Delaware will lapse on the fifth anniversary of the filing date of such financing statement unless an appropriate continuation statement is filed within the time period specified in the UCC and the effectiveness of such financing statement may lapse much sooner than the fifth anniversary of such filing date in the event of certain changes in the name or legal location of Discover Bank or a merger of Discover Bank with another entity, in each case unless appropriate amendments or new financing statements of the security interest are filed in the appropriate public filing office. Accordingly, unless Discover Bank files appropriate continuation

      In addition, to the extent that the security interest granted to the trustee is validly perfected prior to an insolvency of Discover Bank and not taken in contemplation of that insolvency or with the intent to hinder, delay or defraud Discover Bank or its creditors, a receiver or conservator of Discover Bank should not be able to invalidate this security interest or recover payments made in respect of the receivables in the trust, other than payments made to Discover Bank by the trust related to Discover Bank’s residual interest in the trust. If, however, a receiver or conservator of Discover Bank were to assert a contrary position or were to submit a claim and complete the administrative claims procedure established under the Federal Deposit Insurance Act, as amended, requiring the trust to establish its right to cash collections that Discover Bank possesses as servicer or in any other capacity, the trust may be required to delay or possibly reduce payments to you on the certificates. If the FDIC is appointed as conservator or receiver for Discover Bank, it has the power under the Federal Deposit Insurance Act, as amended, to repudiate contracts, including contracts of Discover Bank such as the trust’s pooling and servicing agreement, to recover or reclaim receivables transferred to the trust, and to terminate Discover Bank’s obligations to transfer new receivables to the trust after the date of receivership. While we believe that these broad powers may be limited as a result of a final rule adopted by the FDIC which became effective September 11, 2000, we cannot assure you the FDIC, as a result of its appointment as conservator or receiver, would not exercise its repudiation powers by, for example, terminating Discovers Bank’s servicing obligations or finding certain provisions, such as amortization triggers, resulting solely from the appointment of a receiver for Discover Bank, unenforceable. See “The Seller, Depositor and Sponsor — Insolvency Related Matters” in the prospectus.

      The amount of interchange relates to transaction volume and therefore will likely decline substantially, and potentially to zero, in the event of an insolvency or receivership of Discover Bank or an additional seller. In addition, although the right to interchange will have been assigned prior to such an event, interchange is only deposited monthly on each distribution date and the trust may not have a perfected security interest in, or the FDIC may challenge the trust’s right to, interchange that has not been deposited prior to such an event. Accordingly, we cannot assure you that amounts with respect to interchange will be available to the trust following an insolvency or receivership, and a legal opinion with respect to interchange would not be meaningful. In addition, the rate at which interchange fees are paid is determined by contract and may be renegotiated from time to time. Any such renegotiation may reduce the amount of interchange paid to the trust.

      Discover Bank is currently involved in various arbitration and legal proceedings in the ordinary course of its business. Discover Bank does not believe that any proceedings brought against it of which it is aware will have a material adverse effect on Discover Bank’s financial condition or on the receivables in the trust. Discover Bank cannot assure you, however, about the effect of these proceedings.

      The Bank Holding Company Act of 1956, as amended (“BHCA”) generally requires a company that owns or controls a “bank,” as defined in the BHCA, to register and be regulated as a bank holding company. Discover Bank is a direct subsidiary of NOVUS Credit Services, Inc. (“NOVUS”) and an indirect subsidiary of Morgan Stanley and is considered a “bank” under the BHCA; however, Morgan Stanley’s and NOVUS’s control of Discover Bank is grandfathered and Morgan Stanley and NOVUS are generally not treated as bank holding companies for purposes of the BHCA, as long as certain conditions are met, including the conditions that control of Discover Bank not be transferred to a third party and that Discover Bank refrains from either engaging in commercial lending or taking demand deposits. Morgan Stanley and NOVUS could be required to divest control of Discover Bank or become a bank holding company subject to regulation by the Federal Reserve Board if Morgan Stanley, NOVUS or Discover Bank fails to observe these conditions. No assurance can be given that such a divestiture, if it were to occur, would not have a material adverse effect on Discover Bank. Morgan Stanley and NOVUS may avoid divestiture of Discover Bank or becoming a bank holding company by curing the BHCA violation within 180 days of notice from the Federal Reserve Board of the violation or by submitting a plan to the Federal Reserve Board within 180 days of the notice to cure the BHCA violation in a timely manner, not to exceed one year. Discover Bank believes, however, that in light of the programs in place, the limitations of the BHCA will not have a material impact on Discover Bank’s ability to service, or

      If the appropriate federal or state banking regulatory authorities, whether in connection with the appointment of a receiver or conservator or otherwise, were to find that any of the pooling and servicing agreement, the series supplement for your series or the credit enhancement agreement for your series, the credit card agreements governing the accounts designated as part of the trust, or any other agreement or contract of Discover Bank or the trust, or the performance of any obligation under such an agreement or contract, constitutes an unsafe or unsound practice or violates any law, rule, regulation, or written condition or agreement applicable to Discover Bank, that banking regulatory authority has the power to order Discover Bank, among other things, to rescind that agreement or contract, refuse to perform that obligation, terminate that activity, or take such other action as that banking regulatory authority determines to be appropriate. Discover Bank may not be liable to you for contractual damages for complying with such an order and you may not have any recourse against the applicable banking regulatory authority. While Discover Bank has no reason to believe that any banking regulatory authority would make such a finding about Discover Bank or the operation of the trust and while Discover Bank is currently well-capitalized and thus does not believe that a banking regulatory authority would have reason to take action against Discover Bank, there can be no assurance that a banking regulatory authority in the future would not conclude otherwise. If a banking regulatory authority did reach such a conclusion and ordered Discover Bank to rescind or amend the pooling and servicing agreement, any series supplement or any credit enhancement agreement, or to stop extending credit on some or all of the accounts designated as part of the trust, payments to you could be delayed or reduced. For more information about the enforcement powers of banking regulatory authorities as they may relate to Discover Bank and actions such authorities have taken in the past with respect to other financial institutions see,“The Seller, Depositor and Sponsor — Certain Regulatory Matters” in the prospectus.

      The trust may issue additional series of certificates or, if permitted by the series supplements for those series or the pooling and servicing agreement, increase existing series, [including this series,] without your consent. Discover Bank and the trust will not request your consent to issue new series or increase this series or other existing series. The trustee will authenticate and deliver a new series of certificates or additional certificates in this series or another existing series only if, among other conditions, Standard & Poor’s and Moody’s have confirmed that they will not reduce or withdraw the rating of any class of any series outstanding at the time of the new issuance because of the new issuance. If the trust does issue one or more additional series or additional certificates in this series or another existing series, those series or certificates may impact the timing and amount of payments you receive on this series.

      Discover Bank may designate additional accounts, the receivables in which will be transferred to the trust. The corresponding portion of interchange calculated by reference to net merchant sales on such accounts on and after the date of designation will also be assigned to the trust. Discover Bank may also designate interests in other pools of credit card receivables and interchange for inclusion in the trust. The additional accounts may be Discover Card accounts originated by Discover Bank or an affiliate of Discover Bank, and they may be newly originated accounts. If the accounts are not originated by Discover Bank, they may be serviced by their originator, and the risks discussed above under the headings“— Security Interests and Insolvency Related Matters” and“— Consumer Protection Laws and Regulations” will apply to the new originator and servicer to the same extent that they apply to Discover Bank. Because any additional accounts or accounts underlying interests in other pools of receivables may not be accounts of the same type as the accounts already included in the trust, the additional accounts:

      The historical performance of the trust accounts, as presented under“The Accounts — Composition and Historical Performance of the Accounts,” and the Discover Card portfolio, as presented under“Composition and Historical Performance of the Discover Card Portfolio,” may not be representative of the future performance of the portfolio or the trust accounts in all material respects. Interchange yield may decline, potentially to zero, if the amount of new transactions involving trust accounts declines.

      Discover Bank has conveyed Receivables to the trust pursuant to the Pooling and Servicing Agreement. These Receivables were generated from transactions made by holders of the Discover Card, a general purpose credit and financial services card. In addition, Discover Bank has conveyed to the trust the right to receive a portion of the interchange fees paid by or through merchant acceptance networks (which includes the network of its affiliate, DFS) to Discover Bank in connection with transactions on accounts of the type included in the trust, which we refer to as “interchange.” The portion conveyed to the trust is determined by dividing the net merchant sales processed on the Accounts for any month by the net merchant sales processed on all accounts in the Discover Card portfolio of the type included in the trust for that month, and is deposited to the trust only on the related distribution date. The Receivables conveyed to the trust before the date of this prospectus supplement include only receivables arising under accounts in the Discover Card portfolio, although at a later date Discover Bank may add other receivables to the trust that do not arise under accounts in the Discover Card portfolio. Designations of additional accounts will also include the corresponding portion of interchange fees arising after the date of designation. See“The Trust — Addition of Accounts” in the prospectus. In this prospectus supplement, we present information about both (1) the Discover Card portfolio generally, in which case we refer to “receivables” and the “accounts” in which they arise, and (2) the pool of Receivables that Discover Bank has conveyed to the trust, in which case we refer to “Receivables” and the “Accounts” in which they arise. When we refer to the Discover Card in this section entitled“The Discover Card Business,” we are referring to the classic Discover Card, various premium Discover Card products, such as the Discover Platinum Card, and other general purpose cards and card products issued by Discover Bank.

      Discover Bank first issued the classic Discover Card in regional pilot markets in September 1985, and began distributing the Discover Card nationally in March 1986. Since that time, Discover Bank has introduced a number of new cards and products, all of which have additional or different features and benefits. The Discover Card gives cardmembers access to a revolving line of credit. Each cardmember can use his or her Discover Card to purchase merchandise and services from participating service establishments. Holders of the Discover Card can obtain cash advances at automated teller machines and at certain other locations throughout the United States. Cardmembers can also obtain cash advances by writing checks against their accounts. There are currently over 4 million merchant and cash advance locations that accept the Discover Card. As of [                    ], 20[     ], there were approximately [          ] million Discover Card accounts with approximately [          ] million active accounts.

      Cardmembers are generally subject to account terms and conditions that are uniform from state to state. See“The Accounts — Billing and Payments.” In all cases, the cardmember agreement governing the terms and conditions of the account permits Discover Bank to change the credit terms, including the rate of the periodic finance charge, the fees imposed on accounts and other terms and conditions, upon 15 days’ prior notice to cardmembers where notice is required by law. Discover Bank assigns each Discover Card account a credit limit when it opens the account. After the account is opened, Discover Bank may increase or decrease the credit limit on the account, at Discover Bank’s discretion, at any time. The credit limits on Discover Card accounts generally range from $1,000 to $25,000, up to a maximum of $100,000. Discover Bank generally will not approve cash advances that exceed, in the aggregate, an amount equal to 50% of the cardmember’s credit limit.

      Discover Bank offers various features and services with the Discover Card accounts. One feature is the Cashback Bonus^® reward, where Discover Bank pays cardmembers who participate in the Cashback Bonus program a percentage of their purchases based on their annual level and type of purchases. This Cashback Bonus generally increases as the cardmember’s purchases increase during the year, up to 1.0% when the purchases during the coverage period exceed $3,000. Discover Bank also offers cardmembers other forms or variations on the Cashback Bonus reward.

      Under the Cashback Bonus program, purchases made at certain warehouse clubs or discount stores will be limited to a Cashback Bonus reward of 0.25% of the cardmember’s purchases during the coverage period,

      Cardmembers’ accrued Cashback Bonus rewards are recorded in a “Cashback Bonus Account” from which cardmembers who are in good standing may redeem Cashback Bonus rewards at any time in increments of $20. No such amounts are paid from the property of the trust. A cardmember may choose the manner in which the Cashback Bonus reward is disbursed, including a credit to the cardmember’s account, a check that is mailed to the cardmember, an exchange of the Cashback Bonus reward for certain products or services or a donation to one or more supported charities. The Cashback Bonus program allows cardmembers to increase their Cashback Bonus (up to double the Cashback Bonus) if the rewards are redeemed for gift cards or certificates from specific merchants. Discover Bank offers cardmembers holding the Discover Platinum Card certain additional features and services, such as car rental insurance coverage and higher travel accident insurance coverage.

      Discover Bank applies both variable and fixed rates of finance charges to account balances arising from purchases of merchandise and services in Discover Card accounts. The variable rates are based on the prevailing prime rate plus a margin. Discover Bank generally applies fixed rates to account balances arising from cash advances for all Discover Card accounts. See“The Accounts — Billing and Payments.” Discover Bank also offers cardmembers money market accounts and certificate of deposit accounts. These deposit products offer competitive rates of interest and are insured by the FDIC up to the maximum amount. To differentiate the Discover Card in the marketplace, and to increase accounts, balances and cardmember loyalty, Discover Bank from time to time tests and implements new offers, promotions and features of the Discover Card.

      Discover Bank is the sole servicer under the trust’s pooling and servicing agreement and is ultimately responsible for the overall servicing function. Discover Bank outsources certain servicing activities and functions to DFS, which DFS will provide to Discover Bank on its own or with the assistance of third party vendors that contract directly with DFS. Working together in this manner, Discover Bank and DFS generally perform all of the functions required to service and operate the Discover Card accounts. These functions include soliciting new accounts, processing applications, issuing new accounts, authorizing and processing transactions, billing cardmembers, processing payments, providing cardmember service and collecting delinquent accounts. Discover Bank and DFS together maintain multiple operations centers across the country for servicing cardmembers. DFS also maintains an additional operations center to process accounts that Discover Bank has charged off as uncollectible.

      Cardmembers may register their account on-line with the Discover Card Account Center website which offers a menu of freee-mail notifications or reminders to regularly inform cardmembers about the status of their accounts. Types of notifications include reminders that a cardmember’s credit limit is being approached or that a minimum payment is due. In addition, cardmembers may view detailed account information on-line, such as recent transactions and account payments. Cardmembers may pay their Discover Card bills on-line at no cost and receive exclusive discounts and special Cashback Bonus rewards by shopping on-line at the Internet ShopCenter^sm. The website also offers cardmembers the ability to use a single-use account number (a unique credit card number used for purchases at a single website) for online purchases so that cardmembers never have to reveal their actual account number online.

      DFS maintains the Discover Network, which has established arrangements with service establishments to accept Discover-branded cards, including the Discover Card, for cash advances and as the means of payment for merchandise and services. Discover Bank contracts with DFS to have cards issued by Discover Bank, including the Discover Card, accepted at those establishments. DFS receives merchant fees for providing services to service establishments and pays a portion of those fees generated on Discover Card transactions to Discover Bank as interchange fees. Discover Bank’s ability to generate new receivables and interchange

      DFS has capitalized on the October 2004 U.S. Supreme Court decision, rejecting an appeal by Visa and MasterCard inU.S. v. Visa/ MasterCard, which allows financial institutions to issue credit and debit cards on the Discover Network. DFS has entered into agreements with various third-party issuers, such as GE Money Bank (the issuer of two consumer cards, the Wal-Mart^® Discover^® and SAM’S CLUB^® Discover^®), HSBC Finance Corporation (operating through a subsidiary, HSBC Bank Nevada, N.A.), and others, to launch new bank cards and other products on the Discover Network. In addition, DFS completed its acquisition of PULSE^® EFT Association LP (“PULSE”) in January 2005. The combination of PULSE and the Discover Network will create a leading electronic payments company offering a full range of products and services for financial institutions, consumers and merchants.

      Discover Bank may change its credit granting, servicing and charge-off policies and collection practices over time in accordance with Discover Bank’s business judgment and applicable law.

      Discover Bank solicits accounts for the Discover Card portfolio by various techniques, including (a) by “pre-approved” or “preselected” direct mail or telemarketing, (b) by “take-one” applications distributed in many service establishments that accept the Discover Card and (c) with various other programs targeting specific segments of the population.

      Discover Bank also uses general broadcast and print media advertising to support these solicitations. All accounts undergo credit review to establish that the cardmembers meet standards of stability and ability and willingness to pay. Discover Bank implements the same credit review process for applications to open classic Discover Card accounts and Discover Platinum Card accounts. Potential applicants who are sent preselected solicitations have met certain credit criteria relating to their previous payment patterns and longevity of account relationships with other credit grantors. Since September 1987, Discover Bank has prescreened all lists through credit bureaus before mailing. Prescreening is a process by which an independent credit reporting agency evaluates the list of names supplied by Discover Bank against credit-worthiness criteria supplied by Discover Bank that are intended to provide a general indication, based on available information, of the stability and the willingness and ability of these persons to repay their obligations. The credit bureaus may provide Discover Bank with a FICO score for an individual to help assess credit risk. A FICO score is a number which represents a credit assessment for an individual, using a proprietary credit scoring method owned by Fair, Isaac & Company. See“The Accounts — Distribution of the Accounts by FICO Score.” The credit bureaus return to Discover Bank only the names of those persons meeting these criteria. Discover Bank also subsequently screens the applicants who respond to these preselected solicitations when it receives their completed applications, to ensure that these individuals continue to meet selection and credit criteria. Discover Bank evaluates applications that are not preselected by using a credit-scoring system, which is a statistical evaluation model that assigns point values to credit information regarding applicants. The credit-scoring system used by Discover Bank is based on information reported by applicants on their applications and by the credit bureaus. Discover Bank uses information from both of these sources to establish credit-worthiness. Certain applications not approved under the credit-scoring system are reviewed by credit analysts. If a credit analyst recommends that any of these applications be approved, senior bank review analysts at Discover Bank normally review such applications and may approve them.

      As the owner of the Discover Card accounts, Discover Bank has the right to change its credit-scoring criteria and credit-worthiness criteria. Discover Bank regularly reviews and modifies its application procedures

      Efforts to collect past-due Discover Card accounts receivable are made primarily by collections personnel of DFS or Discover Bank. Under current practice, a request for payment of past-due amounts is included in the monthly billing statements of all accounts with these amounts. Collection personnel generally initiate telephone contact with cardmembers within 30 days after any portion of their balance becomes past due. If initial telephone contacts fail to elicit a payment, Discover Bank continues to attempt to contact the cardmember by telephone and by mail. Discover Bank also may enter into arrangements with cardmembers to waive finance charges, fees and principal due, or extend or otherwise change payment schedules, including re-aging accounts in accordance with regulatory guidance. An account is re-aged when it is returned to current status without collecting the total amount of principal, interest and fees that are contractually due. The practice of re-aging an account may affect delinquencies and charge-offs, potentially delaying or reducing such delinquencies and charge-offs. A re-age is intended to assist delinquent cardmembers who have demonstrated both the ability and willingness to resume making regular payments and who satisfy other criteria. Generally, to qualify for a re-age, an account must have at least nine months of activity and may not have been re-aged more than once within any twelve-month period or twice within any five-year period. Additionally, a cardmember must also have made three consecutive minimum monthly payments or the equivalent cumulative amount. A re-age that involves a workout is generally limited to once in a five-year period and is defined as a former open-end credit card account upon which credit availability has been closed, and the amount owed has been placed on a fixed repayment schedule in accordance with modified terms and conditions. Discover Bank believes its re-age practices are consistent with regulatory guidelines.

      Discover Bank’s current policy is to recognize losses and to charge off an account by the end of the sixth full calendar month after a payment amount is first due, if payment of any portion of that amount has not been received by that time. In certain cases, such as bankruptcies, probate accounts and fraudulent transactions, an uncollectible balance may be charged off earlier. For example, bankruptcies and probate accounts are charged off at the end of the month 60 days following the receipt of notification of the bankruptcy or death, but not later than the end of the sixth full calendar month after a payment amount is first due. In general, after Discover Bank has charged off an account, collections personnel of DFS or Discover Bank attempt to collect all or a portion of the charged-off account. If those attempts do not succeed, Discover Bank generally places the charged-off account with one or more collection agencies for a period of up to two years or, alternatively, Discover Bank may commence legal action against the cardmember, including legal action to attach the cardmember’s property or bank accounts or to garnish the cardmember’s wages. Discover Bank may also sell charged-off accounts and the related receivables to third parties, either before or after collection efforts have been attempted. In addition, at times charged-off accounts may, subject to Rating Agency consent, be removed from the trust. Discover Bank will transfer proceeds from any of these removed accounts and the related receivables to the trust. Fraudulent transactions are generally written off 90 days following notification, but not later than the end of the sixth full calendar month after a payment amount is first due. Amounts related to fraudulent transaction write-offs are absorbed by Discover Bank as seller and are not allocated to the trust or its investors.

      Under the terms of the Pooling and Servicing Agreement, the trust’s assets include any recoveries received on charged-off Accounts, including the proceeds that Discover Bank has transferred to the trust from any charged-off receivables that Discover Bank has removed from the trust. These recoveries are treated as Finance Charge Collections. The level of charged-off Accounts in the trust, and accordingly, the level of recoveries on charged-off Accounts in the trust, were initially lower than the levels of charged-off Accounts and recoveries for the Discover Card portfolio as a whole, because Discover Bank did not select charged-off accounts to include in the trust when it was formed or for account additions. The levels of charged-off Accounts and recoveries, each as a percentage of the Receivables in the trust, have increased over time to approximate more closely, and during periods of high portfolio growth to exceed, the levels of charged-off Accounts and recoveries in the Discover Card portfolio as a whole. Discover Bank cannot assure you that these levels for the trust will consistently approximate these levels for the Discover Card portfolio as a whole. Any addition of accounts to the trust will temporarily reduce both the levels of charged-off Accounts and recoveries, each as a percentage of the Receivables in the trust, because no added accounts will be charged-off accounts at the time they are added to the trust.

      Discover Bank selected the Accounts in a random manner intended to produce a representative sample of all Discover Card accounts not then segregated from the Discover Card portfolio. See“— Effects of the Selection Process.” The Accounts were randomly selected on [                    ] different dates since the formation of the trust in October 1993 from the pool of unsecuritized accounts then available in the Discover Card portfolio. The trust is entitled to all Receivables arising on the Accounts since the date they were added to the trust. Collections of the Receivables in the Accounts are allocated to the certificates of this series beginning on the Series Cut-off Date. The Series Cut-off Date is used solely to determine allocations and is not the date on which assets are treated as belonging to the trust. Because credit card receivables by their nature are revolving assets, by which we mean that new receivables are continually generated and repaid in the Accounts, even when the Revolving Period ends, new Receivables generated in the Accounts continue to be treated as trust assets. For additional information on the composition of the Accounts, see“— Current Composition and Distribution of the Accounts.”

      The Receivables in the Accounts totaled $[          ] and the total number of Accounts was [          ] as of [          ], 20[          ]. Also, as of [          ], 20[          ], the average account balance was $[          ] (using [          ] active accounts for which cardmembers had a balance, a monetary transaction, or authorization within the past month) and the average credit limit was $[          ].

      Discover Card accounts generally have the same billing and payment structure. Unless Discover Bank waives the right to do so, Discover Bank sends a monthly billing statement to each cardmember who has an outstanding debit or credit balance. Cardmembers can also waive their right to receive a physical copy of their bill, in which case they will receive email notifications of the availability of their billing statement online at the Discover Card Account Center. Discover Card accounts are grouped into multiple billing cycles for operational purposes. Each billing cycle has a separate billing date, on which Discover Bank processes and bills to cardmembers all activity that occurred in the related accounts during the period of approximately 28 to 34 days that ends on that date. The Accounts include accounts in all billing cycles.

      Each cardmember with an outstanding debit balance in his or her Discover Card account must generally make a minimum payment equal to the greater of (i) $15 or the new balance on the account at the end of the billing cycle, if less than $15, or (ii) any amount past due plus the greater of (a) 2% of the new balance (excluding current period finance charges, late fees and overlimit fees) or (b) current period finance charges plus late fees, overlimit fees and $15 (not to exceed 3% of the new balance), with any amounts under clauses (a) and (b) rounded to the next higher whole dollar amount. Under certain circumstances, Discover

      From time to time, Discover Bank has offered and may continue to offer cardmembers with accounts in good standing the opportunity to skip the minimum monthly payment, while continuing to accrue periodic finance charges, without being considered past due. A cardmember may pay the total amount due at any time. Discover Bank also may enter into arrangements with delinquent cardmembers to extend or otherwise change payment schedules, and to waive finance charges, fees and/or principal due, including re-aging accounts in accordance with regulatory guidance. See“— Collection Efforts and Charged-Off Accounts.” Although Discover Bank does not expect these practices to have a material adverse effect on investors, collections may be reduced during any period in which Discover Bank offers cardmembers the opportunity to skip the minimum monthly payment or to extend or change payment schedules.

      During fiscal year 2005, Discover Bank implemented a relief plan to assist certain cardmembers affected by Hurricane Katrina, which included temporarily suspending minimum payment requirements, temporarily waiving penalty fees and charging 0% interest on purchases for six months after the cardmember requests to be covered by the relief plan. While Discover Bank has taken steps to mitigate the risks associated with its cardmember relief plan and the other effects of Hurricane Katrina on its business, future levels of general purpose credit card loans, related interest and fee revenue and charge-offs may still be negatively affected.

      Discover Bank applies various rates of finance charges to account balances, as described under“The Discover Card Business — General.” Neither cash advances nor balance transfers are subject to a grace period. Periodic finance charges on purchases are calculated on a daily basis, subject to a grace period that essentially provides that periodic finance charges are not imposed if the cardmember pays his or her entire balance by the payment due date. In connection with balance transfers and for other promotional purposes, certain account balances may accrue periodic finance charges at lower fixed rates for varying periods of time.

      In addition to periodic finance charges, Discover Bank may impose other charges and fees on Discover Card accounts. The following charges and fees reflect amendments to cardmember agreements effective as of April 1, 2006. Discover Bank charges a cash advance transaction fee that is calculated as a percentage of the transaction (typically 3.0%) or as a flat fee, ranging from $2 to $10. In the event that the fee is calculated as a percentage of the cash advance, there will typically be a minimum transaction fee (typically $5 per transaction) and no maximum. Discover Bank generally charges a late fee of $15 or $39 each time a cardmember has not made a minimum payment by the required due date. The late fee is triggered by the failure to make the minimum payment when due and is based on the aggregate amount of all outstanding purchases, cash advances, balance transfers, finance charges, other fees and charges at the end of the billing period. The amount of the late fee is $15 if the aggregate amount is equal to or less than $500 and $39 for an aggregate amount that is greater than $500. Discover Bank may charge an overlimit fee of either $15 or $39 for balances that exceed a cardmember’s credit limit as of the close of the cardmember’s monthly billing cycle. The amount of the overlimit fee is based on the same aggregate amount used to determine the amount of late fees. The overlimit fee is $15 if this amount is equal to or less than $500 and $39 if this amount is greater than $500. Discover Bank also charges a $35 fee for any payment (such as a check) returned unpaid and a $29 fee for Discover Card cash advance, balance transfer or other promotional checks that are returned by Discover Bank due to insufficient credit availability. Discover Bank may also charge a balance transfer fee at a rate of 3% to 4% of the amount transferred, with a minimum transaction fee of $5 and a maximum transaction fee of $99, or a flat fee ranging from $29 to $99. In addition, Discover Bank charges a pay-by-phone fee of $15 for each transfer or payment from a deposit account that the cardmember has authorized over the phone for the purpose of making a payment on the account, regardless of amount.

      See“Risk Factors — Consumer Protection Laws and Regulations,” “ — Payments, Generation of Receivables and Maturity” and “ — Discover Bank May Change Terms of the Accounts.”

      Discover Bank will review a cardmember’s account on the last day of each billing period to determine the rate that will apply to the account. Discover Bank looks at the current billing period as well as prior periods to

      If a cardmember’s rate for purchases was increased under any default rate plan, such as those discussed above, and the person pays at least the minimum payment due, if any, by the required due date in any nine consecutive billing periods ending after April 1, 2006, the rate for new purchases will be reduced and the rate for the existing purchase balance may be reduced. Any reduced rate will apply beginning with the first day of the tenth billing period.

      The yield on the Accounts in the trust — which consists of the finance charges, fees and other income — depends on various factors, including changes in interest rates over time, cardmember account usage and payment performance, none of which can be predicted, as well as the extent to which balance transfer offers and special promotion offers are made and accepted, and the extent to which Discover Bank changes the terms of its cardmember agreement or the terms of any product, service or benefit associated with cardmember accounts. Yield from interchange depends on the rate at which new purchases are made on the Accounts and the applicable rates of interchange fees paid to Discover Bank, which may vary over time. Reductions in the yield could, if large enough, cause the commencement of the Amortization Period or result in insufficient collections to pay interest and principal to investors. Discover Bank cannot assure you about any of these effects. See“Risk Factors — Deteriorations in Trust Performance or Receivables Balance Could Cause an Amortization Event,”“ — Effects of an Amortization Event” and “ — Investor Risk of Loss.”

      Discover Bank selected the Accounts from accounts serviced at all Discover Bank and DFS operations centers and from accounts of residents of the 50 states, the District of Columbia and certain United States’ territories and possessions. Pursuant to the requirements of the Pooling and Servicing Agreement, the addition of new accounts must not cause any materially adverse effect on the current certificateholders of any class of any outstanding series. Discover Bank cannot assure you that the use and payment performance of cardmembers on the Accounts will be representative of Discover cardmembers as a whole in all material respects.

      We have set forth information below about the Accounts that are part of the trust. The performance information included in this section is generally consistent with the monthly performance information that will be provided in the monthly certificateholders’ statement for this series.

     Geographic Distribution. The Accounts that are part of the trust are not highly concentrated geographically. As of [                    ], 20[     ], the following [          ] states had the largest Receivables balances and comprised over 50% of the Receivables:

      Since the largest amounts of outstanding Receivables were with cardholders whose billing addresses were in [          ], [          ], [          ], [          ], and [          ], 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 [          ], 20[     ], the Accounts had the following credit limits:

     Account Balance Information. As of [          ], 20[          ], the Accounts had the following balances:

     Seasoning. As of [          ], 20[     ], [          ]%, of the Accounts were at least 24 months old. The ages of the Accounts as of [          ], 20[          ] were distributed as follows:

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

     We discuss the economic factors that affect the performance of the Accounts, including delinquencies, in“Risk Factors — Payments, Generation of Receivables and Maturity.”

     FICO Credit Score Information. A FICO score is a measurement derived from a proprietary credit scoring method owned by Fair, Isaac & Company to determine the likelihood that credit users will pay their bills. Although Fair, Isaac & Company discloses only limited information about the variables it uses to assess credit risk, those variables likely include, but are not limited to, debt level, credit history, payment patterns (including delinquency experience), and level of utilization of available credit. FICO scores for any one individual may be determined by up to three independent credit bureaus. In determining whether to grant credit to a potential account holder, Discover Bank uses a FICO score as reported by one particular credit bureau. Therefore, certain FICO scores for an individual account holder based upon information collected by other credit bureaus could be different from the FICO score used by Discover Bank. FICO scores of an individual may change over time, depending on the conduct of the individual, including the individual’s usage of his or her available credit, and changes in credit score technology used by Fair, Isaac & Company.

      FICO scores are based on independent, third-party information, the accuracy of which we cannot verify. Discover Bank does not usestandardized credit scores, such as a FICO score, alone to determine the credit limit that should be approved on an account. Rather, a FICO score is one of many factors used by Discover Bank to assess an individual’s credit and default risk. See“The Discover Card Business — Credit Granting Procedures.” To the extent available, FICO scores are generally obtained at origination of the account and monthly or quarterly thereafter. Because the composition of the accounts in the trust may change over time, this table is not necessarily indicative of FICO scores at origination of the accounts or the composition of the accounts in the trust at any specific time in the future.

      As of [          ], 20[          ], the Accounts had the following FICO scores.

      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 this series.

     Summary Yield Information. The annualized monthly yield for the Accounts is calculated by dividing the monthly finance charge collections by beginning monthly principal receivables multiplied by twelve. Monthly finance charges 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 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:

      After November 30, 2003, when we refer toyield 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 innet 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 percentages set forth in the row entitled“Gross Yield Including Recoveries and Interchange.” The certificates of this Series 20[          ]-[          ] 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 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

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

     We discuss the economic factors that affect the performance of the Accounts, including charge-offs, in“Risk Factors — Payments, Generation of Receivables and Maturity.”

     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:

     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.

     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 calendar month ended [          ], 20[          ], the average monthly balance reduction rate for the Accounts in the trust attributable to such returns and cardmember fraud was [          ]%.

      Static pool information (trust delinquency rates, charge-off rates, payment rates and yield) regarding the historical performance of the receivables for the Accounts based on the date of their origination can be found at the internet website http://www.discoverfinancial.com/absdata. All static pool information regarding the performance of the receivables shown on the website for periods prior to January 1, 2006, will not be a part of or incorporated by reference into this prospectus supplement, the accompanying prospectus, or the registration statement relating to the Certificates. Static pool information for periods after January 1, 2006 will be a part of or are incorporated by reference in this prospectus supplement, the accompanying prospectus, and the registration statement related to the Certificates. Certain non-material historical data with respect to static pool information for periods prior to January 1, 2006 is not available and cannot be obtained without unreasonable expense or effort. With respect to such non-material information, certain data is presented as estimates, which are based on reasonable assumptions from concurrent data.

     Minimum Monthly Payment Rates. Whether the trust can repay your principal in full at the expected maturity of your certificates will depend on the yield, the gross charge-off rate and the monthly payment rate for the Receivables in the trust, and certain other factors. The trust will need a minimum monthly payment rate of [          ]% to pay Class A principal in full on [          ], 20[          ], or the next business day, and a minimum payment rate of [          ]% in [          ] to pay Class B principal in full on [          ], 20[          ], or the next business day, assuming:

      The Accounts’ actual yield, charge-off rate and monthly payment rate, and the amount of outstanding Principal Receivables in the trust, will depend on a variety of factors, including, without limitation, seasonal variations, extensions and other modifications of payment terms, availability of other sources of credit, general economic conditions and consumer spending and borrowing patterns. Accordingly, Discover Bank cannot assure you that the trust will be able to pay Class A principal in full at maturity or that it will be able to pay Class B principal in full at maturity.

     Economic Early Amortization Events. The Series Supplement will provide that an Amortization Event will occur on any distribution date on which:

      However, at any time that all outstanding series are eligible for allocations of interchange, the Interchange Subgroup Excess Spread will not be computed separately and an Amortization Event will occur

      Series Excess Spread means, generally, for any distribution date with respect to this series:

in each case for the distribution date. Group Excess Spread for any distribution date is the sum of the Series Excess Spreads for each series in the groupminus,

      For any series comprised of subseries, each subseries is treated as a separate series for purposes of determining the Series Excess Spreads for each series in the group and the Interchange Subgroup Excess Spread and the Group Excess Spread. You should review the more precise definition of “Series Excess Spread” in the glossary of terms in this prospectus supplement.

      The three-month average Interchange Subgroup Excess Spread, as an annualized percentage of the Series Investor Interest for all series entitled to allocations of interchange [will be] [was] [          ]% for the distribution date in [                    ] 20[                    ], without giving effect to the issuance of this series. Interchange Subgroup Excess Spread for any distribution date means the sum of:

      If the Group Excess Spread is positive, the Interchange Subgroup Allocable Group Excess Spread is:

      If the Group Excess Spread is negative, the Interchange Subgroup Allocable Group Excess Spread is:

      The three-month rolling average Group Excess Spread Percentage for Group One [will be] [was] [                    ] for the distribution date in [                    ] 20[     ], without giving effect to the issuance of this series. The Group Excess Spread Percentage equals:

      For purposes of calculating the Group Excess Spread Percentage, the sum of the Series Investor Interests for all series shall include the Series Investor Interest for this series beginning with the distribution date in [ ] 20[          ] and the investor interest of any additional certificates issued in this series beginning with the distribution date in the month following the issuance of such additional certificates.

      If this series had been issued and outstanding from [                    ], 20[     ] through [                    ], 20[     ], its three-month average Series Excess Spread for the distribution date in [          ], 20[     ] as a percentage of the Series Investor Interest would have been [higher][lower] than the three-month average Group Excess Spread Percentage, and if such Series Excess Spread were determined without including interchange, it also would have been [higher][lower] than such Group Excess Spread Percentage because the weighted average interest rate for this series would have been [higher][lower] than the weighted average interest rates for all series in Group One.

      If an Amortization Event occurs because of declines in Group Excess Spread, in Interchange Subgroup Excess Spread and in Series Excess Spread, or otherwise, the trust will begin to repay principal on the distribution date in the following calendar month. For a description of other Amortization Events, see“The Certificates — Amortization Events.” Discover Bank cannot predict how much principal the trust will pay to you on any distribution date after an Amortization Event, or when you will receive your final principal payment. If deficiencies in Series Excess Spread cause the Available Subordinated Amount or the Available Class B Credit Enhancement Amount to be reduced to zero, you may not receive all of your interest, or you may lose a portion of your principal.

     Minimum Principal Receivables Balance. After giving effect to the issuance of this series, the Minimum Principal Receivables Balance for the trust as of [                    ] 20[          ] will be $[          ]. The actual amount of Principal Receivables in the trust as of [                    ], 20[          ] was $[          ], which exceeds the Minimum Principal Receivables Balance by $[          ]. The Minimum Principal Receivables Balance as of such date reflects [          ]% of the total amount of Principal Receivables in the trust. The Minimum Principal Receivables Balance increases with the issuance of each new series and declines during the Accumulation Period and as each outstanding series is paid. If an Amortization Event occurs because of declines in the amount of Principal Receivables in the trust, the trust will begin to repay principal on the distribution date in the following calendar month. For a description of other Amortization Events, see“The Certificates — Amortization Events.” Discover Bank cannot predict how much principal the trust will pay to you on any distribution date after an Amortization Event, or when you will receive your final principal payment. Certain enhancement features in the trust, including the calculation of the Class Percentages for Principal Collections and Finance Charge Collections following an Amortization Event, require the trust to continue to maintain an aggregate amount of Principal Receivables with respect to each series that is equivalent to the amount required to be maintained on the date an Amortization Event occurs. A significant decline in the level of Principal Receivables supporting each series may reduce the benefit of these enhancements and you may not receive all of your interest, or you may lose a portion of your principal.

      Except to the extent we specifically identify information as relating to the Accounts in the trust, all of the information describing the composition and historical performance of Discover Card accounts in this prospectus supplement reflects the composition and historical performance of the Discover Card portfolio as a

     Geographic Distribution. The Discover Card portfolio is not highly concentrated geographically. As of [ ], 20[ ], the following [ ] states comprised at least 50% of the receivables balances:

      Since the largest amounts of outstanding receivables were with cardholders whose billing addresses were in [ ], [          ], [          ], [          ], and [          ], 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 [                    ], the accounts in the Discover Card portfolio had the following credit limits:

     Seasoning. As of [                    ], [          ]% 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 [          ] were distributed as follows:

     Summary Current Delinquency Information. As of [          ], 20[ ], the accounts in the Discover Card portfolio had the following delinquency statuses:

     We discuss the economic factors that affect the performance of the Discover Card portfolio, including delinquencies, in“Risk Factors — Payments, Generation of Receivables and Maturity.”

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

     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. See“The Accounts — Composition and Historical Performance of the Accounts.” 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:

     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:

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

     We discuss the economic factors that affect the performance of the Discover Card portfolio, including charge-offs, in“Risk Factors — Payments, Generation of Receivables and Maturity.”

     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:

     This summary is not a complete description of the terms of the certificates. You should refer to the Pooling and Servicing Agreement and the Series Supplement for a more complete description.

      Your certificate will initially have an invested amount equal to its face principal amount. Your invested amount will decrease by:

      The Class A Invested Amount will initially be $[          ], and the Class B Invested Amount will initially be $[          ]. These Class Invested Amounts will equal the face principal amounts of all certificates in the class. Like the invested amount of your certificate, the Class Invested Amounts will decrease by the amount of principal the trust pays to all investors in the class, by the class’s share of investor losses due to unreimbursed charge-offs  — including, for Class B, charge-offs arising by application of the subordination provisions for this series — or insufficient proceeds from a sale of Receivables, and by the class’s share of losses of principal on investments of funds on deposit in the Series Principal Funding Account. The Series Invested Amount equals the sum of the Class A Invested Amount and Class B Invested Amount.

      Discover Bank may direct the trustee to increase the principal amount of certificates of this series from time to time subject to the satisfaction of the following conditions:

      If the trust issues additional certificates in this series, then after the date of such issuance, references to initial Series Investor Interest will include the face amount of such additional certificates.

      Your investor interest is your interest in Principal Receivables in the trust. During the Revolving Period, your investor interest will equal your invested amount. During the Accumulation Period and any Amortization Period, your investor interest will equal your invested amountminusfunds on deposit in the Series Principal Funding Account to pay your principal. Accordingly,

      The trust will pay you interest on the 15th day of each month, or the next business day, beginning in [                    ], 20[          ].

      The interest payment for the [                    ], 20[          ] interest payment date will include accrued interest from and including [                    ], 20[          ] to but excluding [                    ], 20[          ]. Interest for each other interest payment date will accrue from and including the previous interest payment date to but excluding the current interest payment date. The month-long period before each interest payment date is the interest accrual period for that interest payment date. If any interest payment date is not a business day, the trust will pay interest to you on the following business day. The trust will pay you interest on each interest payment date only to the extent that it has allocated funds for this payment in accordance with the cash flows for this series. See“The Certificates — Cash Flows.”

      The trust will generally pay you interest on your invested amount at the interest rate for your class for the related interest accrual period. The interest rate for your class will be [based on one-month LIBOR][          %]. The trustee will determine the new interest rate for your certificates two business days before each interest accrual period begins. The new interest rate will apply as of the first day of each interest accrual period. The Glossary of Terms in this prospectus supplement sets out with greater specificity the procedure used by the trustee to determine LIBOR. In general, the trust calculates the monthly interest deposit for each class by multiplying:

      The trust will pay your interest on each interest payment date from the funds deposited into the Series Interest Funding Account since the previous interest payment date, or for the first interest payment date, since [                    ], 20[          ].

      The trust will make its first interest payment with respect to any additional certificates issued in this series on the distribution date in the calendar month following the date on which such additional certificates were issued. These additional certificates will accrue interest from the distribution date in the calendar month in which the additional certificates were issued or, if the Series Closing Date occurs in the same calendar month in which the additional certificates were issued, from the Series Closing Date. Even if additional certificates are outstanding on the distribution date in the calendar month in which they are issued, they will not be included for purposes of determining the monthly interest payable by the trust for this series on that distribution date.

      In very limited circumstances, your interest payment may include amounts in addition to the amounts described above. You will only receive these additional amounts:

      These additional amounts which the trust will pay, to the extent they are available, in the same priority and from the same funds that it pays interest generally, may include penalties and other payments intended to compensate you for the previous interest payment shortfalls.

      The trust will pay you principal in one payment on the Class A expected maturity date or the Class B expected maturity date, as applicable, subject to the conditions and exceptions set forth below. The trust will not pay principal to Class B investors until it has made the final principal payment to Class A investors. The trust will not pay you principal that exceeds your invested amount.

     Revolving Period. The trust will not pay principal to you during the Revolving Period.

     Accumulation Period. The trustee will deposit funds into the Series Principal Funding Account on each distribution date of the Accumulation Period as set forth in steps (39), (40), (42) and (43) of the cash flows for this series. These funds will generally include:

      The trust will pay Class A principal in a lump sum on the Class A expected maturity date using funds from the Series Principal Funding Account. If that account does not have sufficient funds to pay the Class A Invested Amount in full on that date, an Amortization Event will occur. If the trust does pay all Class A principal on the Class A expected maturity date, it will pay Class B principal in a lump sum on the Class B expected maturity date using funds from the Series Principal Funding Account. If that account does not have sufficient funds to pay the Class B Invested Amount in full on that date, an Amortization Event will occur.

     Amortization Period. The trustee will deposit funds into the Series Principal Funding Account on each distribution date of the Amortization Period as set forth in steps (39) and (40) of the cash flows for this series. These funds will generally include:

      The trust will pay Class A principal on each distribution date of the Amortization Period using funds from the Series Principal Funding Account, until the Class A Invested Amount has been reduced to zero, and will then use funds from the Series Principal Funding Account to pay Class B principal on each distribution date until the Class B Invested Amount has been reduced to zero.

     Variable Accumulation Period. Discover Bank, as master servicer, may elect to delay the start of the Accumulation Period, and extend the length of the Revolving Period, if:

      The master servicer may elect to delay the start of the Accumulation Period because it believes that the trust will be able to reallocate principal from other series to this series to make larger monthly principal deposits into the Series Principal Funding Account. However, if an Amortization Event occurs, this series will not be entitled to receive principal reallocated from other series. Accordingly, if the master servicer elects to delay the start of the Accumulation Period and an Amortization Event occurs, you may receive some of your principal later than you would have received it if the start of the Accumulation Period had not been delayed. For an example of other possible consequences of an Amortization Event, see“The Accounts — Timing of Principal Payments — Economic Early Amortization Events.”

      The trustee has established or will establish the following accounts in the name of the trust:

      Each of these accounts will be a segregated trust account established with the trustee or a Qualified Institution — i.e.,a bank satisfying certain rating agency criteria, as described in the glossary of terms. The master servicer has the revocable power to instruct the trustee to make withdrawals from any investor account — with the exception of the Series Principal Funding Account, which will be under the sole dominion and control of the trustee for the benefit of the investors — to carry out its duties under the Pooling and Servicing Agreement and the Series Supplement. The paying agent, which will initially be the trustee, will have the revocable power to withdraw funds from the Series Distribution Account, the Series Interest Funding Account and the Series Principal Funding Account to make distributions to the investors. A successor paying agent may be appointed in the future.

      The trustee may only invest funds on deposit in any investor account in Permitted Investments. We describe these Permitted Investments in the glossary of terms.

      The trust allocates Finance Charge Collections to each class of this series on each distribution date by multiplying the Finance Charge Collections received in the prior calendar month by the Class Percentage for that class:

Class Finance Charge Collections = Class Percentage × Finance Charge Collections

      The Class Percentage for any distribution date will be based on either:

and will also be affected by either (1) the total amount of Principal Receivables in the trust or (2) the aggregate size of the Class Investor Interests for all outstanding series — in each case, as of the first day of the prior calendar month — whichever amount is greater.

      As the trust deposits principal into the Series Principal Funding Account, we expect this series to receive fewer Finance Charge Collections in each month to reflect:

      However, if an Amortization Event occurs, unless Discover Bank has made an Effective Alternative Credit Support Election and has caused the credit enhancement for this series to be increased, the size of the Class Investor Interest for each class in this series will be deemed to be fixed at the size each was at before the Amortization Event occurred, for purposes of calculating the amount of Finance Charge Collections the trust allocates to each class of this series each month. You should review clauses (iv) and (v) of the definition of “Class Percentage” in the glossary of terms in this prospectus supplement, which describe in more detail how the trust calculates thesepro ratashares.

      The Series Supplement permits the trust to use funds from other sources in the same way it uses Series Finance Charge Collections. These amounts are:

     Class Interchange. The trust allocates interchange to each class of this series on each distribution date by multiplying:

      This interchange will equal apro ratashare of the interchange for the trust, based on the Class Investor Interest on the first day of the month preceding the distribution date. You should review the definition of “Class Percentage” in the glossary of terms in this prospectus supplement, which describes in more detail how the trust calculates thispro ratashare.

     Investment Income. During the Accumulation Period, Discover Bank expects the trust to earn investment income on the funds in the Series Principal Funding Account. The trust will allocate these funds to this series, up to the amount of interest that the trust will pay to investors. The trust will pay any excess investment income to Discover Bank.

      The trust allocates Principal Collections to each class of this series on each distribution date by multiplying the Principal Collections received in the prior calendar month by the Class Percentage for that class:

      Class Principal Collections = Principal Collections × Class Percentage

      The Class Percentage of Principal Collections will generally be based on:

      In general, Discover Bank expects this series to receive a smaller allocation of Principal Collections in each month of the Accumulation Period to reflect its declining interest in Principal Receivables in the trust. However, if a Fixed Principal Allocation Event occurs, the size of the Class Investor Interest for each class in this series will be deemed to be fixed at the size each was at before this event occurred, for purposes of calculating the amount of Principal Collections the trust allocates to each class of this series each month. In general, a Fixed Principal Allocation Event may occur:

      You should review clauses (ii) and (iii) of the definition of “Class Percentage” and the definition of “Fixed Principal Allocation Event” in the glossary of terms in this prospectus supplement, which describe in more detail how the trust calculates this series’ share of Principal Collections and when a Fixed Principal Allocation Event will occur.

      The trust allocates charge-offs to each class of this series on each distribution date by multiplying

      These class charge-offs will equal apro ratashare of the Charged-Off Amount for the trust, based on the Class Investor Interest on the first day of the calendar month preceding the distribution date. You should review clause (i) of the definition of “Class Percentage” in the glossary of terms in this prospectus supplement, which describes in more detail how the trust calculates thispro ratashare.

      The Class B charge-offs will also increase by

      If the trust cannot reimburse all of the class charge-offs for either class in any month, it will carry forward the amount of unreimbursed charge-offs and will try to reimburse them in the following month. The unreimbursed charge-offs on any distribution date are an investor loss, and the trust reduces the Class Investor Interest and the Class Invested Amount for each class by the amount of its investor loss. To the extent that the trust subsequently reimburses these charge-offs, it will reinstate the Class Investor Interest and the Class Invested Amount. The trust will not reinstate the Class Investor Interest and the Class Invested Amount to exceed the initial Class Investor Interestminus

      If the trust reimburses all investor losses, it will also pay interest on those investor losses for the periods in which the interest payments to investors were reduced because of those investor losses. This additional interest will be paid as part of Class A interest in steps (2), (3), (6), (11), (21) and (31) of the cash flows for this series, and as part of Class B interest in steps (8), (9), (14), (17), (23) and (33) of the cash flows for this series. If the Class Investor Interest is reduced to zero on any distribution date, it will not be reinstated.

      The Class B Certificates are subordinated to the Class A Certificates up to a specified dollar amount, known as the Available Subordinated Amount. The initial Available Subordinated Amount is $[          ], which is [          ]% of $[          ]. The Available Subordinated Amount will decrease to the extent that:

      The Available Subordinated Amount will increase by:

      If a Supplemental Credit Enhancement Event has occurred or an Effective Alternative Credit Support Election has been made before the additional issuance, the Supplemental Subordinated Amount or the Additional Subordinated Amount, as applicable, will be added to the initial Available Subordinated Amount for purposes of determining the amount of the increase related to the additional issuance.

      However, the Available Subordinated Amount will never exceed:

      A Supplemental Credit Enhancement Event will occur if Standard & Poor’s withdraws or reduces below BBB-the long-term debt or deposit rating of Discover Bank.

      Discover Bank, the trustee and Discover Receivables Financing Corporation, which we refer to as the Credit Enhancement Provider, will enter into a Credit Enhancement Agreement on the Series Closing Date. On the Series Closing Date, the Credit Enhancement Provider will deposit $[          ] into a cash collateral account, which we refer to as the Credit Enhancement Account. The Credit Enhancement Provider is not obligated to fund any additional amount into the Credit Enhancement Account after the closing. The trustee will hold this initial deposit in accordance with the Credit Enhancement Agreement. The Credit Enhancement Account may also be moved to a Qualified Institution. The funds on deposit in the Credit Enhancement Account will be held for the direct benefit of the Class B investors of this series and for the benefit of the Credit Enhancement Provider; their respective interests will be set out in the Series Supplement and the Credit Enhancement Agreement. The Credit Enhancement Provider will have only those liabilities and obligations expressly imposed on it by the Credit Enhancement Agreement. The trustee will act as administrator of the Credit Enhancement Account and will release funds for deposit into the investor accounts pursuant to instructions from the master servicer. There are no conditions on the use of the Credit Enhancement Account for the benefit of the Class B investors except situations in which the available amount in the credit enhancement account is less than the maximum credit enhancement amount (which would be a result of prior draws on the account).

      The trustee will invest the amounts on deposit in the Credit Enhancement Account in Permitted Investments selected by Discover Bank that mature on or before the immediately following distribution date. The trustee will pay all earnings on these investments, less investment losses and expenses, in accordance with the Credit Enhancement Agreement.

      On each distribution date, the trustee may withdraw funds from or deposit funds into the Credit Enhancement Account pursuant to the Series Supplement and the Credit Enhancement Agreement. The trustee will make credit enhancement drawings solely as set forth in steps (17) and (18) of the cash flows for this series. The trustee will make these drawings solely from amounts on deposit in the Credit Enhancement Account, and will not use any other assets of the Credit Enhancement Provider. The trustee will deposit funds into the Credit Enhancement Account as set forth in steps (16), (27) and (37) of the cash flows for this series, but only to the extent the Available Class B Credit Enhancement Amount — i.e., the amount available in the Credit Enhancement Account after giving effect to all deposits and withdrawals — is less than the Maximum Class B Credit Enhancement Amount.

      The Maximum Class B Credit Enhancement Amount —i.e.,the maximum amount that the trustee may hold in the Credit Enhancement Account for the benefit of the Class B investors and the Credit Enhancement Provider — may increase if:

      The Maximum Class B Credit Enhancement Amount may also decrease during the Accumulation Period as the Series Investor Interest declines. The following table illustrates the maximum amount that will be available in the Credit Enhancement Account as of any distribution date:

      An Alternative Credit Support Election is an election by Discover Bank to change the way the trust allocates Finance Charge Collections to the series during an Amortization Period. An Effective Alternative Credit Support Election is such an election that has become effective under the Series Supplement. If Discover Bank has not made an Effective Alternative Credit Support Election, the trust will allocate Finance Charge Collections to this series based on the Series Investor Interest at the end of the month before the Amortization Event. Following an Effective Alternative Credit Support Election, the trust will allocate Finance Charge Collections to this series on each distribution date during the Amortization Period based on the Series Investor Interest as of the first day of the month before each distribution date.

      To make an Effective Alternative Credit Support Election, Discover Bank must cause the Additional Credit Support Amount to be paid to the trustee for deposit in the Credit Enhancement Account. If the Alternative Credit Support Election does not become effective in accordance with the requirements of the Series Supplement, the trustee will return some or all of the Additional Credit Support Amount to the entity that funded the deposit.

      Discover Bank as servicer will, within 60 days of notice from Standard & Poor’s of a Supplemental Credit Enhancement Event, or a longer period that Standard & Poor’s agrees to, arrange to increase the amount on

      The trustee may terminate the Credit Enhancement Account and the Credit Enhancement Agreement without penalty if

      The replacement credit enhancement may consist of a letter of credit, a cash collateral account, a reserve account, a surety bond or an insurance policy or any combination thereof. Such replacement credit enhancement may not cause the ratings on the Certificates of this series to be lowered or withdrawn by the Rating Agencies.

      The Trust has the obligation to make payments to the Credit Enhancement Provider, as necessary, during the course of the loan and, upon the earlier to occur of the Series Termination Date or the day on which the Series Invested Amount is paid in full, to pay the unpaid principal balance of the credit enhancement from the amount on deposit in the Credit Enhancement Account. The amount on deposit in the Credit Enhancement Account may increase or decrease depending on (i) the Series Investor Interest, (ii) any deposit made by a credit enhancement provider as an additional credit enhancement loan, (iii) withdrawals from the Credit Enhancement Account in accordance with the cash flows for the benefit of the certificateholders, and (iv) deposits to the Credit Enhancement Account made from the cash flows to replenish any drawn amount related to withdrawals made as described in item (iii) above.

      If on the business day immediately preceding the distribution date, the Credit Enhancement Provider is unable to pay its debts as they become due, the trustee may not pay to or deposit for the Credit Enhancement Provider any amounts that are measured by reference to —

      However, if the replacement credit enhancement is funded credit enhancement — for example, a reserve account or cash collateral account — then the trustee may pay such amounts regardless of the financial condition of the Credit Enhancement Provider.

      If the Credit Enhancement Provider is liable or contingently liable to provide payments representing 10% or more of the cash flows supporting any offered class, provide financial information for the Credit Enhancement Provider required under Item 1114(b) of Subpart 229.1100 — Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123.]

      The trust has entered into, and in the future may enter into derivative agreements for certain series of certificates at the time of their issuance. The trust has [not] entered into a derivative agreement for this series of certificates.

      [Add name, organizational form and general character of the business of any derivative counterparty to the extent required.] [Describe the operation and material terms of any derivative including limits on amount and timing of payments. Describe material provisions regarding substitution of derivative counterparty.] [Base on a reasonable good faith estimate of maximum probable exposure, the significance percentage of the derivative agreement is [less than 10%][at least 10% but less than 20%][20% or more]. [Disclose other information regarding the derivative counterparty as required, including, but not limited to, a description of any material affiliations or business agreements/arrangements with any other material transaction party.]]

      If the aggregate significance percentage, calculated in accordance with Item 1115 of Regulation AB, related to the derivative counterparty is 10% or more of the asset pool (or if applicable to only one or more classes, 10% or more of the aggregate principal balance of such classes), provide financial information for the derivative counterparty required under Item 1115(b) of Subpart 229.1100 — Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123.]

      The series supplements relating to the other outstanding series in Group One provide that, under certain circumstances, collections originally allocated to one series in Group One may be reallocated to other series in Group One. For series comprised of subseries, each subseries is treated as a separate series for purposes of these provisions. Discover Bank cannot assure you, however, that any funds will be available to be reallocated to this series. Discover Bank also cannot assure you that it will not move any series from its original group to another group. Interchange will only be reallocated to series that are eligible to receive allocations of interchange, which will generally be series issued on or after November 3, 2004.

      Although the series supplements do permit reallocations among series, the trust will use the Finance Charge Collections, other income and Principal Collections allocated to any series or subseries to make all payments, deposits and reimbursements for that series or subseries, as applicable, before it reallocates them to other series or subseries. Accordingly, Series Finance Charge Collections and other income for this series will not be reallocated unless the trust has deposited all Class A and Class B interest and servicing fees, reimbursed all Class A and Class B charge-offs and increased the Available Class B Credit Enhancement Amount to the Maximum Class B Credit Enhancement Amount. Similarly, the trust will not reallocate to other series any Series Principal Collections or amounts used to reimburse Class A and Class B charge-offs until the trust has made the scheduled principal deposit for this series, during the Accumulation Period, or until the trust has paid the Series Invested Amount in full, during the Amortization Period.

      We describe the reallocation priorities in“ — Cash Flows” below, and you should review those priorities.

      Certain fees and expenses of this series in connection with servicing and credit enhancement will be payable by the trust from the cash flows of this series, and in certain instances, from reallocations of collections from other series, in the manner and, generally, in the priority as set forth below: