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 * HEFFERNAN EDWARD J   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 __X__ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 7500 DALLAS PARKWAY, SUITE 700 3. Date of Earliest Transaction (Month/Day/Year) 10/21/2013 (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 10/21/2013   M(1)   34,735 A $ 31.38 251,989 D   Common Stock 10/21/2013   S(1)   22,884 D $ 232.149 (2) 229,105 D   Common Stock 10/21/2013   S(1)   11,851 D $ 232.769 (3) 217,254 (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)

$ 31.38

10/21/2013

M(1)

34,735

(5)

02/02/2014

Common Stock

34,735

(5)

56,042 (6)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HEFFERNAN EDWARD J 7500 DALLAS PARKWAY, SUITE 700 PLANO, TX 75024	X		President and CEO

Signatures

Leigh Ann K. Epperson, Attorney in Fact		10/23/2013
**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)	Cashless exercise of employee stock options due to expire on February 2, 2014, ten years after such options were granted.
(2)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $231.50 to $232.49, 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 (2) and (3) to this Form 4.
(3)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $232.50 to $233.26, inclusive.
(4)	The total number of securities beneficially owned includes: (a) 143,148 unrestricted shares; (b) 2,609 unvested units from an award of 7,672 time-based restricted stock units granted 3/21/11; (c) 15,653 unvested units from an award of 46,035 performance-based restricted stock units granted 3/21/11; (d) 4,001 unvested units from an award of 5,971 time-based restricted stock units granted 2/21/12; (e) 24,005 unvested units from an award of 35,828 performance-based restricted stock units granted 2/21/12; (f) 5,567 unvested time-based restricted stock units granted 2/21/13; and (g) 22,271 unvested performance-based restricted stock units granted 2/21/13.
(5)	This is an employee stock option grant that is fully vested.
(6)	The total number of derivative securities beneficially owned includes: (a) an option for 19,337 shares granted 2/3/05 which is fully vested; (b) an option for 21,482 shares granted 2/13/06, which is fully vested; and (c) an option for 15,223 shares granted 2/21/07, which is fully vested.

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