Ownership Submission
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, 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Epperson Leigh Ann K
 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]
(Last)
(First)
(Middle)
7500 DALLAS PARKWAY, SUITE 700		 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 Original Filed(Month/Day/Year)
(Street)

PLANO, TX 75024		 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 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
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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
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  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Epperson Leigh Ann K
7500 DALLAS PARKWAY, SUITE 700
PLANO, TX 75024		       General Counsel and Secretary  

Signatures

Leigh Ann K. Epperson 01/21/2011
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.

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