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 *
Carter Barry R
   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, Info Technology Officer
(Last)
(First)
(Middle)
17655 WATERVIEW PARKWAY		 3. Date of Earliest Transaction (Month/Day/Year)
02/21/2007
(Street)

DALLAS, TX 75252		 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 02/21/2007   A(1)   1,682 A (1) 12,476 D  
Common Stock 02/21/2007   A(2)   1,682 A (2) 14,158 (3) 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) $ 63.35 02/21/2007   A(4)   3,958     (4) 02/21/2017 Common Stock 3,958 (4) 51,682 (5) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Carter Barry R
17655 WATERVIEW PARKWAY
DALLAS, TX 75252		       SVP, Info Technology Officer  

Signatures

 Leigh Ann K. Epperson, Attorney in Fact   02/23/2007
**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 new grant is for 1,682 shares of common stock represented by performance-based restricted stock units. The restrictions on 100% of the shares may lapse in February 2008 if certain Company financial targets are met.
(2) The new grant is for 1,682 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 555 shares on each of 2/21/08 and 2/21/09, and on 572 shares on 2/21/10.
(3) The total number of securities beneficially owned includes (a) 2,500 shares of performance-based restricted stock granted 9/15/04, which are fully vested; (b) 536 shares acquired through the Company employee stock purchase program; (c) 2,427 out of an original 3,300 shares of performance-based restricted stock granted 2/3/05, which are fully vested; (d) 2,379 out of an original 3,235 performance-based restricted stock units granted 2/13/06, which are fully vested; (e) 2,952 out of an original 3,235 time-based restricted stock units granted 2/13/06, of which 784 shares are vested; (f) the new grant for 1,682 performance-based restricted stock units; and (g) the new grant for 1,682 restricted stock units.
(4) The new option is for 3,958 shares, of which 1,306 shares will vest on each of 2/21/08 and 2/21/09 and 1,346 shares will vest on 2/21/10.
(5) The total number of derivative securities beneficially owned includes (a) an employee stock option for 25,000 shares granted 9/15/04, of which 16,500 shares are fully vested and 8,500 shares will vest on 9/15/07; (b) an option for 15,000 shares granted 2/3/05, of which 9,900 shares are fully vested and 5,100 shares will vest on 2/3/08; (c) an option for 7,724 shares granted 2/13/06, of which 2,548 shares vested on 2/13/07, 2,549 shares will vest on 2/13/08 and 2,627 shares will vest on 2/13/09; and (d) the new option for 3,958 shares.

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