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 * 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) __X__ Other (specify below) Chairman of the Board / CEO and President (Last) (First) (Middle) 17655 WATERVIEW PARKWAY 3. Date of Earliest Transaction (Month/Day/Year) 05/03/2005 (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 05/03/2005   F(1)   1,501 D $ 39.5 126,980 D   Common Stock 05/03/2005   M(1)   6,588 A $ 9 133,568 D   Common Stock 05/03/2005   F(2)   5,063 D $ 39.5 128,505 D   Common Stock 05/03/2005   M(2)   20,202 A $ 9.9 148,707 (3) 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)

$ 9

05/03/2005

M(1)

6,588

(4)

03/09/2007

Common Stock

6,588

(4)

1,005,729

D

Employee Stock Option (Right to Buy)

$ 9.9

05/03/2005

M(2)

20,202

(4)

05/06/2009

Common Stock

20,202

(4)

985,527 (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 of the Board	CEO and President

Signatures

Leigh Ann K. Epperson, Attorney in Fact		05/05/2005
**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)	1,501 shares and $2.50 have been delivered to the Company in payment of the exercise price of 6,588 employee stock options.
(2)	5,063 shares and $11.30 have been delivered to the Company in payment of the exercise price of 20,202 employee stock options.
(3)	The total number of securities beneficially owned includes: (a) 868 out of an original 120,000 shares of restricted stock granted 9/1/00, which is fully vested; (b) 4,500 shares purchased in the open market; (c) 18,661 shares of performance-based restricted stock granted 6/24/03, which is fully vested; (d) less 2,640 shares given as a gift; (e) 57,146 shares acquired by the exercising of vested employee stock options; (f) 5,740 out of an original 35,740 shares of performance-based restricted stock granted 2/2/04, which is fully vested; (g) 21,105 shares of performance-based restricted stock granted 2/3/05, of which 0 shares are vested; (h) 21,105 shares of time-based restricted stock granted 2/3/05, of which 0 shares are vested; and (i) 22,222 shares of time-based restricted stock granted 2/3/05, of which 0 shares are vested.
(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 177,777 shares granted 3/10/97, which is fully vested; (b) an option for 111,111 shares granted 3/10/97, which is fully vested; (c) an option for 63,131 out of an original 83,333 shares granted 5/7/99, which is fully vested; (d) an option for 230,000 shares granted 9/1/00, which is fully vested; (e) an option for 109,388 shares granted 6/8/01, which is fully vested; (f) an option for 106,203 shares granted 6/24/03, of which 35,047 shares vested on 6/23/04, 35,047 shares will vest on 6/23/05 and 36,109 shares will vest on 6/23/06; (g) an option for 129,291 shares granted 2/2/04, of which 42,666 shares vested on 2/2/05, 42,666 shares will vest on 2/2/06 and 43,959 shares will vest on 2/2/07; and (h) an option for 58,626 shares granted 2/3/05, of which 19,346 shares will vest on each of 2/3/06 and 2/3/07 and 19,934 shares will vest on 2/3/08.

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