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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 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

REVOCATION AND APPOINTMENT OF POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby revokes
and rescinds the Power of Attorney dated January 15, 2002, which
appointed Alan Utay, Carolyn Melvin 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 22nd day of December, 2003.


	/s/ Ivan M. Szeftel
 	Printed Name:   Ivan M. Szeftel