SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Epperson Leigh Ann K

(Last)

(First)

(Middle)

7500 DALLAS PARKWAY, SUITE 700

(Street)

PLANO

75024

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/12/2011

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel and Secretary

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	13,618⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	⁽²⁾	06/18/2012	Common Stock	1,000	$24.725	D
Employee Stock Option (Right to Buy)	⁽³⁾	02/13/2016	Common Stock	2,439	$43.01	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	02/21/2017	Common Stock	2,131	$63.35	D

Explanation of Responses:

1. The total number of securities beneficially owned includes: (a) 5,369 unrestricted shares; (b) 3,227 unvested shares from an original award of 9,489 time-based restricted stock units granted 4/28/08 which are scheduled to vest on 2/21/11; (c) 2,802 unvested shares from an award of 4,180 performance-based restricted stock units granted 2/23/09, of which 1,379 units will vest on 2/23/11 and 1,423 units will vest on 2/23/12; (d) 1,776 unvested performance-based restricted stock units granted 2/22/10, which may be adjusted up or down at the time the performance restriction lapses. The restriction may lapse with respect to 33% of such shares on each of 2/22/11 and 2/22/12 and with respect to 34% of such shares on 2/22/13 contingent on meeting a cash earnings per share growth hurdle for 2010 and subject to continued employment by the Reporting Person on the vesting dates; (continued below)

2. The option is for 1,000 out of an original 6,000 shares granted 6/19/02, which is fully vested.

3. The option is for 2,439 shares granted 2/13/06, which is fully vested.

4. The option is for 2,131 shares granted 2/21/07, which is fully vested.

Remarks:

(1) continued from above: and (e) 444 unvested time-based restricted stock units granted 2/22/10, of which 146 units will vest on 2/22/11, 147 units will vest on 2/22/12 and 151 units will vest on 2/22/13.

	Leigh Ann K. Epperson	01/21/2011
	** 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 5 (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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