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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1. Name and Address of Reporting Person * BENVENISTE LAWRENCE M   2. Issuer Name and Ticker or Trading Symbol ALLIANCE DATA SYSTEMS CORP [ADS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 7500 DALLAS PARKWAY, SUITE 700 3. Date of Earliest Transaction (Month/Day/Year) 02/06/2012 (Street) PLANO, TX 75024 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 02/06/2012   S   1,695 D $ 116.218 (1) 9,080 D   Common Stock 02/06/2012   M   3,724 A $ 41.77 12,804 D   Common Stock 02/06/2012   S   3,724 D $ 116.019 (2) 9,080 D   Common Stock 02/06/2012   M   1,000 A $ 36.88 10,080 D   Common Stock 02/06/2012   S   1,000 D $ 116.055 9,080 (3) D

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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)

$ 41.77

02/06/2012

M

3,724

(4)

07/01/2014

Common Stock

3,724

(4)

6,059

D

Employee Stock Option (Right to Buy)

$ 36.88

02/06/2012

M

1,000

(4)

06/10/2015

Common Stock

1,000

(4)

5,059 (5)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BENVENISTE LAWRENCE M 7500 DALLAS PARKWAY, SUITE 700 PLANO, TX 75024	X

Signatures

Cynthia L. Hageman, Attorney in Fact		02/08/2012
**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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.18 to $116.24, inclusive. The reporting person undertakes to provide to Alliance Data Systems Corporation, any security holder of Alliance Data Systems Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) and (2) to this Form 4.
(2)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $115.96 to $116.06, inclusive.
(3)	The total amount of securities beneficially owned includes: (a) 2,388 unvested restricted stock units granted 7/1/08; (b) 3,333 unvested restricted stock units granted 7/1/09; (c) 2,024 unvested restricted stock units granted 6/30/2010; and (d) 1,335 unvested restricted stock units granted 6/30/11.
(4)	This is an employee stock option grant that is fully vested.
(5)	The total number of derivative securities beneficially owned includes: (a) an option for 2,547 shares out of an original 3,547 shares granted 6/10/05, which is fully vested; and (b) an option for 2,512 shares granted 6/12/06, which is fully vested.

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