FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Chesnut John Jeffrey
2. Date of Event Requiring Statement (MM/DD/YYYY)
2/13/2020 

3. Issuer Name and Ticker or Trading Symbol

ALLIANCE DATA SYSTEMS CORP [ADS]
(Last)        (First)        (Middle)

7500 DALLAS PARKWAY, SUITE 700
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
SVP and Treasurer /
(Street)

PLANO, TX 75024      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

6. Individual or Joint/Group Filing(Check Applicable Line)

_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 9160.678 (1)D 
 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) The total number of securities beneficially owned includes: (a) 3,708.678 unrestricted shares; (b) 126 unvested units from an award of 369 time-based restricted stock units granted 2/15/17, which are scheduled to vest on 2/18/20; (c) 349 unvested units from an award of 1,029 performance-based restricted stock units granted 2/15/17, which are scheduled to vest on 2/18/20; (d) 304 unvested units from an award of 453 time-based restricted stock units granted 2/15/18, of which 149 units will vest on 2/18/20 and 155 units will vest on 2/16/21; (e) 922 unvested units from an award of 1,377 performance-based restricted stock units granted 2/15/18, of which 455 units will vest on 2/18/20 and 467 units will vest on 2/16/21; (f) 169 unvested units from an award of 251 time-based restricted stock units granted 12/17/18, of which 83 units will vest on 12/17/20 and 86 units will vest on 12/17/21; (continued below)

Remarks:
(1) continued from above: (g) 716 unvested time-based restricted stock units granted 2/15/19, of which 236 units will vest on each of 2/18/20 and 2/16/21 and 244 units will vest on 2/15/22; and (h) 2,866 unvested performance-based restricted stock units granted 2/15/19, which may be adjusted up or down at the time the performance restriction lapses. The restriction may lapse with respect to 33% of such shares on each of 2/18/20 and 2/16/21 and with respect to 34% of such shares on 2/15/22 contingent on meeting an EBT metric for 2019 and subject to continued employment by the Reporting Person on the vesting dates.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Chesnut John Jeffrey
7500 DALLAS PARKWAY, SUITE 700
PLANO, TX 75024


SVP and Treasurer

Signatures
Cynthia L. Hageman, Attorney in Fact2/20/2020
**Signature of Reporting PersonDate

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