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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 September 21,
2001, which appointed 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 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/ Alan M. Utay
	Printed Name:   Alan M. Utay