SEC FORM 3 SEC Form 3
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
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
Iaccarino Michael L

(Last) (First) (Middle)
17655 WATERVIEW PARKWAY

(Street)
DALLAS TX 75252-8012

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/02/2006
3. Issuer Name and Ticker or Trading Symbol
ALLIANCE DATA SYSTEMS CORP [ ADS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President, U.S. Marketing Svcs
5. 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 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 14,684(1) D
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: 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 13,400 43.2 D
Employee Stock Option (Right to Buy) (3) 02/13/2016 Common Stock 7,724 43.01 D
Explanation of Responses:
1. The total number of securities beneficially owned includes: (a) 8,214 out of an original 9,000 shares of time-based restricted stock granted 11/17/04, of which 2,184 shares are vested; (b) 3,235 shares of time-based restricted stock units granted 2/13/06, of which 0 shares are vested; and (c) 3,235 shares of performance-based restricted stock units granted 2/13/06, of which 0 shares are vested.
2. The option is for 13,400 out of an original 20,000 shares granted 11/17/04, of which 6,600 shares vested on 11/17/05, 6,600 shares will vest on 11/17/06 and 6,800 shares will vest on 11/17/07.
3. The option is for 7,724 shares granted 2/13/06, of which 2,548 shares will vest on 2/13/07, 2,549 shares will vest on 2/13/08 and 2,627 shares will vest on 2/13/09.
Remarks:
Leigh Ann K. Epperson, Attorney in Fact 10/05/2006
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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APPOINTMENT OF 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, or Form ID, including amendments
thereto, and any other documents necessary or appropriate to obtain codes
and passwords enabling the undersigned to make electronic filings with the
Securities and Exchange Commission of reports required by Section 16(a) of
the Securities Exchange Act of 1934 or any rule or regulation of the
Securities and Exchange Commission;

(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, or Form ID, 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 14th day of September, 2006.


	/s/ Michael L. Iaccarino
	Printed Name:   Michael L. Iaccarino