UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K/A

(Amendment No. 1)





(Mark one)



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended November 30, 2008

or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from              to

Commission file number 333-141703-02 (issuing entity in
respect of the notes)

Commission file number 000-23108 (issuing entity in respect of the Series 2007-CC Collateral Certificate)

Commission file number 033-54804 (depositor and sponsor)





DISCOVER CARD EXECUTION NOTE TRUST

(Exact name of issuing entity in respect
of the notes as specified in its charter)

DISCOVER CARD MASTER TRUST I

(Exact name of issuing entity in respect of the Series 2007-CC Collateral Certificate as specified in its charter)

DISCOVER BANK

(Exact name of depositor and sponsor as specified in its
charter)







|                                                     |  |                                     
|---------------------------------------------------- |  | ------------------------------------
|Delaware                                             |  | 51-0020270                          
|(State of Organization)                              |  | (I.R.S. Employer Identification No.)
|                                                     | 
|c/o Discover Bank 12 Reads Way New Castle, Delaware |  | 19720                               
|(Address of principal executive offices)             |  | (Zip Code)                          

Depositors telephone number, including area code: (302) 323-7434

Securities registered pursuant to Section 12(b) of the Act:



|                                        |  |                                                              
|--------------------------------------- |  | -------------------------------------------------------------
|Title of each class to be so registered |  | Name of each exchange on which each class is to be
registered
|None                                    |  | Not Applicable                                               

Securities registered pursuant to Section 12(g) of the Act:None





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    
Yes    ̈    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     Yes   ̈    No  x

Indicate by
check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days.    Yes  x    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈ |  | Accelerated filer         |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  | x |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Act).Yes   ̈    No  x

Registrant has no voting or non-voting common equity outstanding held by non-affiliates.









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EXPLANATORY NOTE

Discover Card Execution Note Trust (the Registrant) is filing this Amendment No. 1 to its Annual Report on Form 10-K/A solely to replace Exhibit 10.3 to the Registrants Annual Report on Form
10-K for the fiscal year ended November 30, 2008 filed with the Securities and Exchange Commission (the SEC) on February 19, 2008. Except as noted herein, the Registrants Annual Report on Form 10-K for the fiscal year
ended November 30, 2008 remains as originally filed with the SEC on February 19, 2008. This Amendment No. 1 does not reflect any subsequent information or events other than the changes referred to above.



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SIGNATURES

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                     |  |                                                                                |  |                                                                        
|-------------------- |  | ------------------------------------------------------------------------------ |  | -----------------------------------------------------------------------
|                     |  | Discover Card Execution Note Trust (Registrant)  By: Discover Bank (Depositor)
|                     |  |                                                                               
|Dated: June 29, 2009 |  | By:                                                                            |  | /s/ Christina M. Favilla                                               
|                     |  |                                                                                |  | Christina M. Favilla                                                   
|                     |  |                                                                                |  | President (senior officer of the depositor in charge of securitization)



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EXHIBIT INDEX



|        |  |                                                                                                   
|------- |  | --------------------------------------------------------------------------------------------------
|EXHIBIT |  | DESCRIPTION                                                                                       
|*10.3   |  | Services Agreement, effective as of September 30, 2008, between DFS Services LLC and BancTec, Inc.



|* | Confidential treatment requested for certain portions of this Exhibit pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended, which portions are omitted
and filed separately with the Securities and Exchange Commission.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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