Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Taylor Transient C
   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)
EVP, Human Resources
(Last)
(First)
(Middle)
17655 WATERVIEW PARKWAY		 3. Date of Earliest Transaction (Month/Day/Year)
02/21/2007
(Street)

DALLAS, TX 75252		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 02/21/2007   A(1)   2,071 A (1) 23,624 D  
Common Stock 02/21/2007   A(2)   2,071 A (2) 25,695 D  
Common Stock 02/21/2007   A(3)   4,659 A (3) 30,354 D  
Common Stock 02/21/2007   M   974 A $ 43.01 31,328 D  
Common Stock 02/21/2007   S   4,833 D $ 63 26,495 (4) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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) $ 63.35 02/21/2007   A(5)   4,872     (5) 02/21/2017 Common Stock 4,872 (5) 24,113 D  
Employee Stock Option (Right to Buy) $ 43.01 02/21/2007   M     974   (6) 02/13/2016 Common Stock 974 (6) 23,139 (7) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Taylor Transient C
17655 WATERVIEW PARKWAY
DALLAS, TX 75252		       EVP, Human Resources  

Signatures

 Leigh Ann K. Epperson, Attorney in Fact   02/23/2007
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The new grant is for 2,071 shares of common stock represented by performance-based restricted stock units, which may be adjusted up or down at the time the restrictions lapse. The restrictions may lapse based on the Company's cash earnings per share growth for 2007.
(2) The new grant is for 2,071 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 683 shares on each of 2/21/08 and 2/21/09, and on 705 shares on 2/21/10.
(3) The new grant is for 4,659 shares of common stock represented by performance-based restricted stock units. The restrictions may lapse on 1,164 shares in February 2008, on 1,165 shares in February 2009, and on 2,330 shares in February 2010 contingent on meeting a 5% cash earnings per share growth hurdle for 2007.
(4) The total number of securities beneficially owned includes: (a) 13,234 shares of time-based restricted stock granted 8/17/05, of which 0 shares are vested; (b) 1,295 out of an original 7,074 performance-based restricted stock units granted 2/13/06, which are fully vested; (c) 3,165 out of an original 3,537 time-based restricted stock units granted 2/13/06, of which 795 shares are vested; (d) the new grant for 2,071 performance-based restricted stock units; (e) the new grant for 2,071 time-based restricted stock units; and (f) the new grant for 4,659 performance-based restricted stock units.
(5) The new option is for 4,872 shares, of which 1,607 shares will vest on 2/21/08, 1,608 shares will vest on 2/21/09 and 1,657 shares will vest on 2/21/10.
(6) This is an employee stock option for 8,441 shares granted 2/13/06, of which 2,785 shares vested on 2/13/07, 2,786 shares will vest on 2/13/08 and 2,870 shares will vest on 2/13/09
(7) The total number of derivative securities beneficially owned includes: (a) an option for 10,800 shares granted 8/17/05, which will vest on 8/17/08; (b) an option for 7,467 out of an original 8,441 shares granted 2/13/06, of which 2,785 shares vested on 2/13/07, 2,786 shares will vest on 2/13/08 and 2,870 shares will vest on 2/13/09; and (c) the new option for 4,872 shares.

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