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* Miller Melisa A (Last) (First) (Middle) 7500 DALLAS PARKWAY, SUITE 700 (Street) PLANO TX 75024 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/08/2011	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) EVP & Pres, Retail Credit Svcs	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	26,666(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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The total number of securities beneficially owned includes: (a) 5,744 unrestricted shares; (b) 4,040 unvested units from an award of 11,880 performance-based restricted stock units granted 2/23/09, which are scheduled to vest on 2/23/12; (c) 1,114 unvested units from an award of 1,662 time-based restricted stock units granted 2/22/10, of which 548 units will vest on 2/22/12 and 566 units will vest on 2/22/13; (d) 4,742 unvested units from an award of 7,113 performance-based restricted stock units granted 2/22/10, of which 2,371 units are scheduled to vest on each of 2/22/12 and 2/22/13; (e) 1,560 unvested time-based restricted stock units granted 3/21/11, of which 514 units will vest on 2/21/12, 515 units will vest on 2/21/13 and 531 units will vest on 2/21/14; (continued below)

Remarks:

(1) continued from above: (f) 6,241 unvested performance-based restricted stock units granted 3/21/11, 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 2/21/12 and 2/21/13 and with respect to 34% of such shares on 2/21/14 contingent on meeting an EBT metric for 2011 and subject to continued employment by the Reporting Person on the vesting dates; and (g) 3,225 unvested time-based restricted stock units granted 8/22/11, of which 1,064 units will vest on each of 8/22/12 and 8/22/13, and 1,097 units will vest on 8/22/14.

	Cynthia L. Hageman, Attorney in Fact	09/12/2011
	** 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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