Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Epperson Leigh Ann K
   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
__X__ Officer (give title below) _____ Other (specify below)
SVP, General Counsel & Secy
(Last)
(First)
(Middle)
7500 DALLAS PARKWAY, SUITE 700		 3. Date of Earliest Transaction (Month/Day/Year)
02/21/2012
(Street)

PLANO, TX 75024		 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 02/21/2012   A(1)   1,300 A (1) 15,379 D  
Common Stock 02/21/2012   F(2)   398 D $ 119.7 14,981 D  
Common Stock 02/21/2012   A(3)   731 A (3) 15,712 D  
Common Stock 02/21/2012   A(4)   2,924 A (4) 18,636 D  
Common Stock 02/22/2012   F(2)   207 D $ 120.51 18,429 (5) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

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

Signatures

 Cynthia L. Hageman, Attorney in Fact   02/23/2012
**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) Based on the Company's EBT performance in 2011, 150% of the original award of 2,600 performance-based restricted stock units granted 3/21/11 were earned, resulting in an additional 1,300 units, for a total of 3,900 units. The restrictions will lapse with respect to 1,287 units on 2/21/13 and with respect to 1,326 units on 2/21/14, subject to continued employment by the Reporting Person on the remaining vesting dates.
(2) Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.
(3) The new grant is for 731 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 241 units on each of 2/21/13 and 2/21/14 and on 249 units on 2/23/15, subject to continued employment by the Reporting Person on the vesting dates.
(4) The new grant is for 2,924 shares of common stock represented by performance-based restricted stock units, 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 2/21/13 and 2/21/14 and with respect to 34% of such shares on 2/23/15 contingent on meeting an EBT metric for 2012 and subject to continued employment by the Reporting Person on the vesting dates.
(5) The total number of securities beneficially owned includes: (a) 9,518 unrestricted shares; (b) 1,423 unvested units from an award of 4,180 performance-based restricted stock units granted 2/23/09; (c) 151 unvested units from an award of 444 time-based restricted stock units granted 2/22/10; (d) 633 unvested units from an award of 1,899 performance-based restricted stock units granted 2/22/10; (e) 436 unvested units from an award of 650 time-based restricted stock units granted 3/21/11; (f) 2,613 unvested units from an award of 3,900 performance-based restricted stock units granted 3/21/11; (g) the new grant for 731 time-based restricted stock units; and (h) the new grant for 2,924 performance-based restricted stock units.

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