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
 
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Kennedy Bryan J

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

(Street)
DALLAS TX 75252

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/02/2009
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)
EVP & President, Mktg. 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 77,662(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 15,000 43.2 D
Employee Stock Option (Right to Buy) (3) 02/13/2016 Common Stock 7,724 43.01 D
Employee Stock Option (Right to Buy) (4) 02/21/2017 Common Stock 4,872 63.35 D
Explanation of Responses:
1. The total number of securities beneficially owned includes: (a) 9,174 unrestricted shares; (b) 1,100 unvested shares from an original award of 3,235 time-based restricted stock units granted 2/13/06; (c) 1,388 unvested shares from an original award of 2,071 time-based restricted stock units granted 2/21/07; (d) 36,300 unvested performance-based restricted stock units granted 4/28/08; and (e) 29,700 unvested time-based restricted stock units granted 4/28/08.
2. The option is for 15,000 shares granted 11/17/04, which is fully vested.
3. The option is for 7,724 shares granted 2/13/06, of which 5,097 shares are fully vested and 2,627 shares will vest on 2/13/09.
4. The option is for 4,872 shares granted 2/21/07, of which 1,607 shares are fully vested, 1,608 shares will vest on 2/21/09 and 1,657 shares will vest on 2/21/10.
Remarks:
Leigh Ann K. Epperson, Attorney in Fact 02/09/2009
** 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.
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.
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 Cynthia L. Hageman 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 26th day of January, 2009.


	/s/ Bryan J. Kennedy
	Printed Name:   Bryan J. Kennedy