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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
PARKS J MICHAEL
   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)
Chairman and CEO
(Last)
(First)
(Middle)
17655 WATERVIEW PARKWAY		 3. Date of Earliest Transaction (Month/Day/Year)
02/21/2007
(Street)

DALLAS, TX 75252-8012		 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)   17,601 A (1) 128,985 D  
Common Stock 02/21/2007   A(2)   17,601 A (2) 146,586 (3) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)

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(4)   41,408     (4) 02/21/2017 Common Stock 41,408 (4) 802,619 (5) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PARKS J MICHAEL
17655 WATERVIEW PARKWAY
DALLAS, TX 75252-8012		   X     Chairman and CEO  

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 17,601 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 17,601 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 5,808 shares on each of 2/21/08 and 2/21/09, and on 5,985 shares on 2/21/10.
(3) The total amount of securities beneficially owned includes: (a) 1,860 shares purchased in the open market; (b) 2,415 shares acquired by the exercising of vested employee stock options; (c) 15,156 out of an original 23,849 shares of performance-based restricted stock granted 2/3/05, which are fully vested; (d) 17,420 out of an original 21,105 shares of time-based restricted stock granted 2/3/05, of which 10,244 shares are vested; (e) 16,344 out of an original 22,222 shares of time-based restricted stock granted 2/3/05, which are fully vested; (f) 34,388 out of an original 54,112 performance-based restricted stock units granted 2/13/06, which are fully vested; (g) 23,801 out of an original 27,056 time-based restricted stock units granted 2/13/06, of which 5,673 shares are vested; (h) the new grant for 17,601 performance-based restricted stock units; and (i) the new grant for 17,601 time-based restricted stock units.
(4) The new option is for 41,408 shares, of which 13,664 shares will vest on 2/21/08, 13,665 shares will vest on 2/21/09 and 14,079 shares will vest on 2/21/10.
(5) The total number of derivative securities beneficially owned includes: (a) an option for 63,131 out of an original 83,333 shares granted 5/7/99, which is fully vested; (b) an option for 230,000 shares granted 9/1/00, which is fully vested; (c) an option for 109,388 shares granted 6/8/01, which is fully vested; (d) an option for 106,203 shares granted 6/24/03, which is fully vested; (e) an option for 129,291 shares granted 2/2/04, which is fully vested; (f) an option for 58,626 shares granted 2/3/05, of which 38,692 shares are fully vested and 19,934 shares will vest on 2/3/08; (g) an option for 64,572 shares granted 2/13/06, of which 21,308 shares vested on 2/13/07, 21,309 shares will vest on 2/13/08 and 21,955 shares will vest on 2/13/09; and (h) the new option for 41,408 shares.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.