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 *
  Kennedy Bryan J
 2. Date of Event Requiring Statement (Month/Day/Year)
02/02/2009		 3. Issuer Name and Ticker or Trading Symbol
ALLIANCE DATA SYSTEMS CORP [ADS]
(Last)
(First)
(Middle)
17655 WATERVIEW PARKWAY		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP & President, Mktg. Svcs.
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

DALLAS, TX 75252		 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 77,662 (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) 11/17/2014 Common Stock 15,000 $ 43.2 D  
Employee Stock Option (Right to Buy)   (3) 02/13/2016 Common Stock 7,724 $ 43.01 D  
Employee Stock Option (Right to Buy)   (4) 02/21/2017 Common Stock 4,872 $ 63.35 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kennedy Bryan J
17655 WATERVIEW PARKWAY
DALLAS, TX 75252		       EVP & President, Mktg. Svcs.  

Signatures

Leigh Ann K. Epperson, Attorney in Fact 02/09/2009
**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) 9,174 unrestricted shares; (b) 1,100 unvested shares from an original award of 3,235 time-based restricted stock units granted 2/13/06; (c) 1,388 unvested shares from an original award of 2,071 time-based restricted stock units granted 2/21/07; (d) 36,300 unvested performance-based restricted stock units granted 4/28/08; and (e) 29,700 unvested time-based restricted stock units granted 4/28/08.
(2) The option is for 15,000 shares granted 11/17/04, which is fully vested.
(3) The option is for 7,724 shares granted 2/13/06, of which 5,097 shares are fully vested and 2,627 shares will vest on 2/13/09.
(4) The option is for 4,872 shares granted 2/21/07, of which 1,607 shares are fully vested, 1,608 shares will vest on 2/21/09 and 1,657 shares will vest on 2/21/10.

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