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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * BELTZ MICHAEL A   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 _____ Officer (give title below) __X__ Other (specify below) former officer (Last) (First) (Middle) 17655 WATERVIEW PARKWAY 3. Date of Earliest Transaction (Month/Day/Year) 06/24/2005 (Street) DALLAS, TX 75252-8012 4. If Amendment, Date 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 (City) (State) (Zip) 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 06/24/2005   M   26,515 A $ 9.9 71,197 D   Common Stock 06/24/2005   M   16,668 A $ 9.9 87,865 D   Common Stock 06/24/2005   M   11,789 A $ 24.03 99,654 D   Common Stock 06/24/2005   S   54,972 D $ 39.9 44,682 (1) D

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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 Underlying Securities (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 of Derivative Security: 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)

$ 9.9

06/24/2005

M

26,515

(2)

11/30/2008

Common Stock

26,515

(2)

200,627

D

Employee Stock Option (Right to Buy)

$ 9.9

06/24/2005

M

16,668

(2)

05/06/2009

Common Stock

16,668

(2)

183,959

D

Employee Stock Option (Right to Buy)

$ 24.03

06/24/2005

M

11,789

(3)

06/23/2013

Common Stock

11,789

(3)

172,170 (4)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BELTZ MICHAEL A 17655 WATERVIEW PARKWAY DALLAS, TX 75252-8012				former officer

Signatures

Leigh Ann K. Epperson, Attorney in Fact		06/28/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The total number of securities beneficially owned includes: (a) 2,399 shares acquired through the Company employee stock purchase program; (b) 11,442 shares acquired by the exercising of vested employee stock options; (c) 1,000 shares purchased on the open market; (d) 277 out of an original 6,277 shares of performance-based restricted stock granted 6/24/03, which is fully vested; (e) 5,893 shares of performance-based restricted stock granted 2/3/05, of which 0 shares are vested; (f) 5,893 shares of time-based restricted stock granted 2/3/05, of which 0 shares are vested; and (g) 17,778 shares of time-based restricted stock granted 2/3/05, of which 0 shares are vested.
(2)	This is an employee stock option grant that is fully vested.
(3)	This is an employee stock option grant for 35,723 shares, of which 11,789 shares vested on each of 6/23/04 and 6/23/05 and 12,145 shares will vest on 6/23/06.
(4)	The total number of derivative securities beneficially owned includes: (a) an option for 76,999 out of an original 80,000 shares granted 9/1/00, which is fully vested; (b) an option for 22,448 out of an original 38,048 shares granted 6/8/01, which is fully vested, (c) an option for 23,934 out of an original 35,723 shares granted 6/24/03, of which 11,789 shares vested on each of 6/23/04 and 6/23/05 and 12,145 shares will vest on 6/23/06; (d) an option for 32,419 shares granted 2/2/04, of which 10,698 shares vested on 2/2/05, 10,698 shares will vest on 2/2/06 and 11,023 shares will vest on 2/2/07; and (e) an option for 16,370 shares granted 2/3/05, of which 5,402 shares will vest on each of 2/3/06 and 2/3/07 and 5,566 shares will vest on 2/3/08.

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