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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BROWN JAMES E
(Last) (First) (Middle)
17655 WATERVIEW PARKWAY
(Street)
DALLAS TX 75052-8012
(City) (State) (Zip)
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)
Chief Information Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/02/2004
4. If Amendment, Date of 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
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 02/02/2004 A 2,500(1) A (1) 5,000(2) D
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 Securities Underlying Derivative Security (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: 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) $31.38 02/02/2004 A 11,000(3) 02/02/2005 02/02/2014 Common Stock 11,000 (3) 71,000(4) D
Explanation of Responses:
1. The grant is for 2,500 shares of performance-based restricted stock. The restrictions on 100% of the shares may lapse in February 2005 if certain Company financial targets are met. If the restrictions do not lapse in February 2005, the restrictions may lapse in February 2007 if certain performance standards are met.
2. The total number of securities beneficially owned includes: (a) 2,500 shares of performance-based restricted stock granted 6/24/03, of which 0 shares are vested; and (b) the new grant for 2,500 shares.
3. The new option is for 11,000 shares, of which 3,630 shares will vest on each of 2/2/05 and 2/2/06 and 3,740 shares will vest on 2/2/07.
4. The total number of derivative securities beneficially owned includes: (a) an option for 50,000 shares granted on 10/16/02, of which 16,500 shares vested on 10/15/03 , 16,500 shares will vest on 10/15/04 and 17,000 shares will vest on 10/15/05; (b) an option for 10,000 shares granted on 6/24/03, of which 3,300 shares will vest on each of 6/23/04 and 6/23/05 and 3,400 shares will vest on 6/23/06; and (c) the new option for 11,000 shares.
Remarks:
Leigh Ann K. Epperson, Attorney in Fact 02/04/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
REVOCATION AND APPOINTMENT OF POWER OF ATTORNEY

	Know all by these presents, that the undersigned hereby revokes
and rescinds the Power of Attorney dated December 17, 2002, which appointed
Alan Utay, Leigh Ann Epperson and Jeanette Fitzgerald as attorneys-in-fact,
for purposes of completing, executing and filing any applicable Forms 3, 4
and 5 as further set out in that Power of Attorney.

Know all by these presents, that the undersigned hereby constitutes and
appoints Alan M. Utay, Leigh Ann K. Epperson and Jeanette P. Fitzgerald
as the undersigned's true and lawful attorney-in-fact to:

(1)	execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of Alliance Data Systems Corporation
(the "Company"), any filing in connection with the undersigned's holdings
of or transactions in securities issued by the Company, including but not
limited to, Forms 3, 4 or 5  in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended, and the rules thereunder, or
Form 144 in accordance with Rule 144 of the Securities Act of 1933, as
amended, and the rules thereunder;

(2)	do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form,
including but not limited to, Forms 3, 4, 5 or 144, and timely file such
form with the United States Securities and Exchange Commission and any stock
exchange or similar authority; and

(3)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it
being understood that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this power of attorney shall be in
such form and shall contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact's discretion.

	The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this power of attorney
and the rights and powers herein granted.  The undersigned acknowledges that
the foregoing attorneys-in-fact, in serving in such capacity at the request
of the undersigned, are not assuming, nor is the Company assuming, any of
the undersigned's responsibilities to comply with the Securities Exchange
Act of 1934, as amended, or the Securities Act of 1933, as amended.

	This power of attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4, 5, or 144, or
any other form with respect to the undersigned's holdings of and transactions
in securities issued by the Company, unless earlier revoked by the undersigned
in a signed writing delivered to the foregoing attorneys-in-fact.

	IN WITNESS WHEREOF, the undersigned has caused this power of attorney
to be executed as of this 19th day of November, 2003.


	/s/ James E. Brown
	Printed Name:   James E. Brown