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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* SZEFTEL IVAN M (Last) (First) (Middle) 17655 WATERVIEW PARKWAY (Street) DALLAS TX 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 Retail Credit Svcs.
	3. Date of Earliest Transaction (Month/Day/Year) 02/03/2005
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/03/2005		A(1)		9,761	A	(1)	63,602	D
Common Stock	02/03/2005		A(2)		9,761	A	(2)	73,363	D
Common Stock	02/03/2005		A(3)		17,778	A	(3)	91,141(4)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$41.32	02/03/2005		A(5)		27,113		(5)	02/03/2015	Common Stock	27,113	(5)	276,712(6)	D

Explanation of Responses:

1. The new grant is for 9,761 shares of performance-based restricted stock, which may be adjusted up or down at the time the restrictions lapse. The restrictions may lapse based on the performance of the Company relative to the S&P 500 measured as of 12/31/05.

2. The new grant is for 9,761 shares of time-based restricted stock. The restrictions will lapse on 3,221 shares on each of 2/3/06 and 2/3/07, and on 3,319 shares on 2/3/08.

3. The new grant is for 17,778 shares of time-based restricted stock. The restrictions on 5,926 shares will lapse on each of 12/9/05, 12/9/06, and 12/9/07.

4. The total number of securities beneficially owned includes: (a) 14,000 out of an original 35,000 shares of restricted stock granted 6/7/01, which is fully vested; (b) 1,000 shares purchased on the open market; (c) 472 shares of performance-based restricted stock granted 6/24/03, which is fully vested; (d) 32,000 shares acquired by the exercising of vested employee stock options; (e) 6,369 shares of performance-based restricted stock granted 2/2/04, of which 0 shares are vested; (f) the new grant for 9,761 shares of performance-based restricted stock; (g) the new grant for 9,761 shares of time-based restricted stock; and (h) the new grant for 17,778 shares of time-based restricted stock.

5. The new option is for 27,113 shares, of which 8,947 shares will vest on each of 2/3/06 and 2/3/07 and 9,219 shares will vest on 2/3/08.

6. The total number of derivative securities beneficially owned includes: (a) an option for 26,667 out of an original 111,111 shares granted 7/25/98, which is fully vested; (b) an option for 20,253 out of an original 22,222 shares granted 5/7/99, which is fully vested; (c) an option for 80,000 shares granted 9/1/00, which is fully vested; (d) an option for 38,048 shares granted 6/8/01, which is fully vested; (e) an option for 42,528 shares granted 6/24/03, of which 14,034 shares vested on 6/23/04, 14,034 shares will vest on 6/23/05 and 14,460 shares will vest on 6/23/06; (f) an option for 42,103 shares granted 2/2/04, of which 13,894 shares vested on 2/2/05, 13,894 shares will vest on 2/2/06 and 14,315 shares will vest on 2/2/07; and (g) the new option for 27,113 shares.

Remarks:

	Leigh Ann K. Epperson, Attorney in Fact	02/07/2005
	** 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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