X0101 42003-06-24 0001101215 ALLIANCE DATA SYSTEMS CORP ADS 0001212992 DENICOLA ANTHONY J 1010Common Stock2003-06-244A0109124.03A36427DStock Option (Right to Buy)24.032003-06-244A0620824.03A2004-06-302013-06-24Common Stock62086208DSuch 1,091 shares are subject to a restriction on resale until one year after the Reporting Person's service on the Issuer's Board of Director terminates.The Reporting Person also indirectly beneficially owns: (i) 17,790,349 shares held by Welsh, Carson, Anderson & Stowe VIII, L.P., (ii) 17,922,447 shares held by Welsh, Carson, Anderson & Stowe VII, L.P., (iii) 5,555,550 shares held by Welsh, Carson, Anderson & Stowe VI, L.P., (iv) 655,555 shares held by WCAS Capital Partners III, L.P., and (v) 268, 398 shares held by WCAS Capital Partners II, L.P. The Reporting Person is one of several general partners and/or managing members of the respective sole general partners of such limited partnerships.Pursuant to Instruction 4(b)(iv) of Form 4, the reporting person has elected to report as indirectly beneficially owned the entire number of securities reporting as beneficially owned by each such limited partnership. The reporting person disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his pecuniary interest therein, and/or that are not actually distributed to him.The stock option vests in its entirety on the date of the Issuer's Annual Meeting of Stockholders in June 2004.Jonathan M. Rather, Attorney-in-Fact2003-07-03