SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BELTZ MICHAEL A

(Last)

(First)

(Middle)

17655 WATERVIEW PARKWAY

(Street)

DALLAS

75252-8012

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALLIANCE DATA SYSTEMS CORP [ ADS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
	Executive Vice President		President Utility Services

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/02/2004		A		4,904⁽¹⁾	A	⁽¹⁾	76,445⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$31.38	02/02/2004		A		32,419⁽³⁾		02/02/2005	02/02/2014	Common Stock	32,419	⁽³⁾	278,132⁽⁴⁾	D

Explanation of Responses:

1. The grant is for 4,904 shares of performance-based restricted stock. The restrictions on 100% of the shares may lapse in February 2005 if certain Company financial targets are met. If the restrictions do not lapse in February 2005, the restrictions may lapse in February 2007 if certain performance standards are met.

2. The total number of securities beneficially owned includes: (a) 1,875 shares acquired through the Company employee stock purchase program; (b) 41,389 shares acquired by the exercising of vested employee stock options; (c) 1,000 shares purchased on the open market; (d) 21,000 out of an original 35,000 shares of restricted stock granted 9/1/00, of which 7,000 shares are vested; (e) 6,277 shares of performance-based restricted stock granted 6/24/03, of which 0 shares are vested; and (f) the new grant for 4,904 shares.

3. The new option is for 32,419 shares, of which 10,698 shares will vest on each of 2/2/05 and 2/2/06 and 11,023 shares will vest on 2/2/07.

4. The total number of derivative securities beneficially owned includes: (a) an employee stock option for 3,055 out of an original 44,444 shares granted 5/5/97, which is fully vested; (b) an employee stock option for 38,888 shares granted 7/24/98, which is fully vested; (c) an employee stock option for 27,777 shares granted 12/1/98, which is fully vested; (d) an employee stock option for 22,222 shares granted 5/7/99, which is fully vested; (e) an employee stock option for 80,000 shares granted 9/1/00, which is fully vested; (f) an employee stock option for 38,048 shares granted 6/7/01, which is fully vested, (g) an employee stock option for 35,723 shares granted 6/24/03, of which 11,789 shares will vest on each of 6/23/04 and 6/23/05 and 12,145 shares will vest on 6/23/06; and (h) the new option for 32,419 shares.

Remarks:

	Leigh Ann K. Epperson, Attorney in Fact	02/04/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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