Sec Form 4 Filing - FINKELMAN DANIEL P @ ALLIANCE DATA SYSTEMS CORP - 2007-07-16

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 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 FINKELMAN DANIEL P 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 _____ Officer (give title below) X __ Other (specify below) former officer (Last) (First) (Middle) 17655 WATERVIEW PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 07/16/2007 (Street) DALLAS, TX75252-8012 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 07/16/2007 F( 1 ) 3,109 D $ 77.67 39,470 ( 2 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FINKELMAN DANIEL P 17655 WATERVIEW PARKWAY DALLAS, TX75252-8012 former officer Signatures Leigh Ann K. Epperson, Attorney in Fact 07/18/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )3,109 shares were withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock. ( 2 )The total amount of securities beneficially owned includes: (a) 2,500 shares purchased in 2001; (b) 1,091 shares of restricted stock granted 6/24/03, which are fully vested; (c) 621 shares of restricted stock granted 7/1/04, which are fully vested; (d) 4,391 out of an original 7,500 shares of restricted stock granted 7/14/04, which are fully vested; (e) 3,424 out of an original 4,995 shares of performance-based restricted stock granted 2/3/05, which are fully vested; (f) 3,369 out of an original 4,420 shares of time-based restricted stock granted 2/3/05, of which 1,866 shares are vested; (g) 7,514 out of an original 10,964 performance-based restricted stock units granted 2/13/06, which are fully vested; (h) 4,913 out of an original 5,482 time-based restricted stock units granted 2/13/06, of which 1,240 shares are vested; (i) 3,494 performance-based restricted stock units granted 2/21/07, of which 0 shares are vested; (continued below)

Remarks: (2) continued from above: (j) 3,494 time-based restricted stock units granted 2/21/07, of which 0 shares are vested; and (k) 4,659 performance-based restricted stock units granted 2/21/07, of which 0 shares are vested.Effective as of 7/6/07, the Reporting Person is no longer subject to Section 16.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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