<PAGE>

       As filed with the Securities Exchange Commission on July 20, 2001

                                                       Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                             THE SECURITIES OF 1933

                        ALLIANCE DATA SYSTEMS CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            DELAWARE                                              31-1429215
----------------------------------                           -------------------
(State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                            Identification No.)


                             17655 WATERVIEW PARKWAY
                               DALLAS, TEXAS 75252
                    ----------------------------------------
                    (Address of principal executive offices)

            ALLIANCE DATA SYSTEMS 401(K) AND RETIREMENT SAVINGS PLAN
            --------------------------------------------------------
                            (Full title of the plan)

                                J. MICHAEL PARKS
          CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER AND PRESIDENT
                        ALLIANCE DATA SYSTEMS CORPORATION
                             17655 WATERVIEW PARKWAY
                              DALLAS, TEXAS 75252
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (972) 348-5100
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                            Richard J. Busis, Esquire
                               Cozen and O'Connor
                               1900 Market Street
                             Philadelphia, PA 19103
                                 (215) 665-2000


<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------
                                            Proposed Maximum  Proposed Maximum
                                            Offering Price    Aggregate Offering   Amount Of
Title Of Securities      Amount To Be       Per Share (1)     Price (1)            Registration
To Be Registered         Registered (1)(2)                                         Fee (1)
------------------------------------------------------------------------------------------------
<S>                      <C>                <C>               <C>                  <C>
Common Stock, $.01 par
value per share.........     1,500,000      $  15.41            $ 23,115,000        $ 5,778.75
------------------------------------------------------------------------------------------------
</TABLE>

(1) Calculated in accordance with Rule 457(h) under the Securities Act of 1933,
based upon the average of the high and low prices reported on the New York Stock
Exchange of the registrant's common stock on July 13, 2001.

(2) Pursuant to Rule 416 under the Securities Act of 1933, this registration
statement also covers (a) such additional shares as may hereinafter be offered
or issued to prevent dilution resulting from stock splits, stock dividends,
recapitalizations or certain other capital adjustments and (b) an indeterminate
amount of interests to be offered or sold pursuant to the employee benefit plan
described herein.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents have been filed by Alliance Data Systems
Corporation with the Securities and Exchange Commission and are incorporated
herein by reference:

            (a) Final Prospectus dated June 7, 2001 filed pursuant to Rule
424(b) under the Securities Act of 1933.

            (b) The description of our common stock contained in the
Registration Statement on Form 8-A dated March 14, 2001 pursuant to Section 12
of the Securities Exchange Act of 1934, including all amendments and reports
filed for the purpose of updating such description.

         All documents filed by us pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date of this registration statement and
prior to the filing of a post-effective amendment to this registration statement
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein (or in any
subsequently filed document which also is incorporated by reference herein)
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
hereof.

                                     EXPERTS

         The consolidated financial statements of Alliance Data Systems
Corporation and subsidiaries for the eleven months ended December 31, 1998 and
the years ended December 31, 1999 and 2000 incorporated by reference herein from
the Company's Registration Statement on Form S-1 (File No. 333-94623) have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.

         The consolidated financial statements of Utilipro, Inc. and its
subsidiaries for the years ended September 30, 1999 and 2000 incorporated by
reference herein from the Company's Registration Statement on Form S-1 (File No.
333-94623) have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is incorporated herein by reference, and have been
so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
<PAGE>

         Audited financial statements included in subsequently filed documents
which become incorporated by reference in this registration statement shall be
incorporated herein by reference in reliance upon the report of the firm which
audits such financial statements given upon their authority as experts in
accounting and auditing, to the extent such firm has filed with the Commission a
consent to such incorporation by reference.

ITEM 4.    DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Our certificate of incorporation provides that we shall, to the fullest
extent permitted by Section 145 of the Delaware General Corporation Law,
indemnify all persons whom we may indemnify under Delaware law.

         Section 145 of the Delaware General Corporation Law permits a
corporation, under specified circumstances, to indemnify its directors,
officers, employees or agents against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties by reason of the fact that they were or are directors, officers,
employees or agents of the corporation, if such directors, officers, employees
or agents acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, I.E., one by or in the right of the
corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.

         Our bylaws provide for indemnification by us of our directors, officers
and certain non-officer employees under certain circumstances against expenses
(including attorneys' fees, judgments, fines and amounts paid in settlement)
reasonably incurred in connection with the defense or settlement of any
threatened, pending or completed legal proceeding in which any such person is
involved by reason of the fact that such person is or was an officer or employee
of Alliance Data Systems if such person acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of
Alliance Data Systems, and, with respect to criminal actions or proceedings, if
such person had no reasonable cause to believe his or her


                                       2
<PAGE>

conduct was unlawful. Our certificate of incorporation also provides that, to
the fullest extent permitted by the Delaware General Corporation Law, no
director shall be personally liable to us or our stockholders for monetary
damages resulting from breaches of their fiduciary duty as directors.

         Expenses for the defense of any action for which indemnification may be
available may be advanced by us under certain circumstances. The general effect
of the foregoing provisions may be to reduce the circumstances under which an
officer or director may be required to bear the economic burden of the foregoing
liabilities and expenses. Directors and officers will be covered by liability
insurance indemnifying them against damages arising out of certain kinds of
claims which might be made against them based on their negligent acts or
omissions while acting in their capacity as such.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.

ITEM 8.    EXHIBITS.

         The following exhibits are filed as part of this registration
statement:

          5       Opinion of Cozen O'Connor.

         23.1     Consent of Deloitte & Touche LLP (with respect to our
                  consolidated financial statements).

         23.2     Consent of Deloitte & Touche LLP (with respect to the
                  consolidated financial statements of Utilipro, Inc.).

         23.3     Consent of Cozen O'Connor (contained in Exhibit 5).

         24       Power of Attorney (included on signature page of the
                  registration statement).

         99.1     Alliance Data Systems 401(k) and Retirement Savings Plan.

         99.2     First Amendment to 401(k) and Retirement Savings Plan.

         99.3     Second Amendment to 401(k) and Retirement Savings Plan.

         99.4     Third Amendment to 401(k) and Retirement Savings Plan.

         99.5     Fourth Amendment to 401(k) and Retirement Savings Plan.

         99.6     Fifth Amendment to 401(k) and Retirement Savings Plan.

         The registrant will submit or has submitted the Alliance Data Systems
401(k) and Retirement Savings Plan (the "Plan") and any amendments thereto to
the Internal Revenue


                                       3
<PAGE>

Service (the "IRS") in a timely manner, and it has made or will make all changes
required by the IRS in order to qualify the Plan.

ITEM 9.    UNDERTAKINGS.

            (a) The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                        (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

                        (ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in the volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

                        (iii) to include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial BONA fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the


                                       4
<PAGE>

Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.



                                       5
<PAGE>


                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Dallas, Texas, on July 18, 2001.

                                            ALLIANCE DATA SYSTEMS CORPORATION


                                            By: /s/ J. Michael Parks
                                               ---------------------------------
                                               J. Michael Parks, Chief Executive
                                               Officer and President


                                POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints J. Michael Parks and
Edward J. Heffernan and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same, with all exhibits thereto,
and any other documents in connection therewith, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.


            SIGNATURE                    CAPACITY                    DATE
            ---------                    --------                    ----

 /s/ J. Michael Parks              Chairman of the Board,        July 18, 2001
-----------------------------      Chief Executive Officer
J. Michael Parks                        and President
                                 (principal executive officer)


 /s/ Edward J. Heffernan          Executive Vice President and   July 18, 2001
  -----------------------------     Chief Financial Officer
Edward J. Heffernan               (principal financial officer)


                                       6
<PAGE>

 /s/ Michael D. Kubic               Vice President, Corporate    July 18, 2001
-----------------------------   Controller and Chief Accounting
Michael D. Kubic                 Officer (principal accounting
                                         officer)


 /s/ Bruce K. Anderson                   Director                July 18, 2001
-----------------------------
Bruce K. Anderson


 /s/ Roger H. Ballou                     Director                July 18, 2001
-----------------------------
Roger H. Ballou


 /s/ Anthony J. deNicola                 Director                July 18, 2001
-----------------------------
Anthony J. deNicola


 /s/ Daniel P. Finkelman                 Director                July 18, 2001
-----------------------------
Daniel P. Finkelman


 /s/ Kenneth R. Jensen                   Director                July 18, 2001
-----------------------------
Kenneth R. Jensen


 /s/ Robert A. Minicucci                 Director                July 18, 2001
-----------------------------
Robert A. Minicucci


 /S/ BRUCE A. SOLL                       Director                July 17, 2001
-----------------------------
Bruce A. Soll


                                       7
<PAGE>

         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
ADMINISTRATOR OF THE ALLIANCE DATA SYSTEMS 401(K) AND RETIREMENT SAVINGS PLAN
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN DALLAS, TEXAS, ON JULY 19, 2001.

                                            ALLIANCE DATA SYSTEMS 401(K) AND
                                                 RETIREMENT SAVINGS PLAN



                                            BY: /s/ Patti Crozier
                                               ---------------------------------
                                               Patti Crozier, on behalf of the
                                               Administrator



                                       8
<PAGE>


                                  EXHIBIT INDEX


EXHIBIT NO.                   DESCRIPTION OF EXHIBIT
-----------                   ----------------------

 5                Opinion of Cozen O'Connor.

23.1              Consent of Deloitte & Touche LLP (with respect to our
                  consolidated financial statements).

23.2              Consent of Deloitte & Touche LLP (with respect to the
                  consolidated financial statements of Utilipro, Inc.).

23.3              Consent of Cozen O'Connor (contained in Exhibit 5).

24                Power of Attorney (included on signature page of the
                  registration statement).

99.1              Alliance Data Systems 401(k) and Retirement Savings Plan

99.2              First Amendment to 401(k) and Retirement Savings Plan.

99.3              Second Amendment to 401(k) and Retirement Savings Plan.

99.4              Third Amendment to 401(k) and Retirement Savings Plan.

99.5              Fourth Amendment to 401(k) and Retirement Savings Plan.

99.6              Fifth Amendment to 401(k) and Retirement Savings Plan.



                                       9
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{"company-data": {"conformed-name": "ALLIANCE DATA SYSTEMS CORP", "cik": "0001101215", "assigned-sic": "7374", "irs-number": "311429215", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65556", "film-number": "1685504"}, "business-address": {"street1": "17655 WATERVIEW PARKWAY", "city": "DALLAS", "state": "TX", "zip": "75252", "phone": "9723485100"}}
As filed with the Securities Exchange Commission on July 20, 2001

                                                       Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                             THE SECURITIES OF 1933

                        ALLIANCE DATA SYSTEMS CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            DELAWARE                                              31-1429215
----------------------------------                           -------------------
(State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                            Identification No.)

                             17655 WATERVIEW PARKWAY
                               DALLAS, TEXAS 75252
                    ----------------------------------------
                    (Address of principal executive offices)

            ALLIANCE DATA SYSTEMS 401(K) AND RETIREMENT SAVINGS PLAN
            --------------------------------------------------------
                            (Full title of the plan)

                                J. MICHAEL PARKS
          CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER AND PRESIDENT
                        ALLIANCE DATA SYSTEMS CORPORATION
                             17655 WATERVIEW PARKWAY
                              DALLAS, TEXAS 75252
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (972) 348-5100
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                            Richard J. Busis, Esquire
                               Cozen and O'Connor
                               1900 Market Street
                             Philadelphia, PA 19103
                                 (215) 665-2000
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------
                                            Proposed Maximum  Proposed Maximum
                                            Offering Price    Aggregate Offering   Amount Of
Title Of Securities      Amount To Be       Per Share (1)     Price (1)            Registration
To Be Registered         Registered (1)(2)                                         Fee (1)
------------------------------------------------------------------------------------------------
Common Stock, $.01 par
value per share.........     1,500,000      $  15.41            $ 23,115,000        $ 5,778.75
------------------------------------------------------------------------------------------------
(1) Calculated in accordance with Rule 457(h) under the Securities Act of 1933,
based upon the average of the high and low prices reported on the New York Stock
Exchange of the registrant's common stock on July 13, 2001.

(2) Pursuant to Rule 416 under the Securities Act of 1933, this registration
statement also covers (a) such additional shares as may hereinafter be offered
or issued to prevent dilution resulting from stock splits, stock dividends,
recapitalizations or certain other capital adjustments and (b) an indeterminate
amount of interests to be offered or sold pursuant to the employee benefit plan
described herein.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents have been filed by Alliance Data Systems
Corporation with the Securities and Exchange Commission and are incorporated
herein by reference:

            (a) Final Prospectus dated June 7, 2001 filed pursuant to Rule
424(b) under the Securities Act of 1933.

            (b) The description of our common stock contained in the
Registration Statement on Form 8-A dated March 14, 2001 pursuant to Section 12
of the Securities Exchange Act of 1934, including all amendments and reports
filed for the purpose of updating such description.

         All documents filed by us pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date of this registration statement and
prior to the filing of a post-effective amendment to this registration statement
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein (or in any
subsequently filed document which also is incorporated by reference herein)
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
hereof.

                                     EXPERTS

         The consolidated financial statements of Alliance Data Systems
Corporation and subsidiaries for the eleven months ended December 31, 1998 and
the years ended December 31, 1999 and 2000 incorporated by reference herein from
the Company's Registration Statement on Form S-1 (File No. 333-94623) have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.

         The consolidated financial statements of Utilipro, Inc. and its
subsidiaries for the years ended September 30, 1999 and 2000 incorporated by
reference herein from the Company's Registration Statement on Form S-1 (File No.
333-94623) have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is incorporated herein by reference, and have been
so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
Audited financial statements included in subsequently filed documents
which become incorporated by reference in this registration statement shall be
incorporated herein by reference in reliance upon the report of the firm which
audits such financial statements given upon their authority as experts in
accounting and auditing, to the extent such firm has filed with the Commission a
consent to such incorporation by reference.

ITEM 4.    DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Our certificate of incorporation provides that we shall, to the fullest
extent permitted by Section 145 of the Delaware General Corporation Law,
indemnify all persons whom we may indemnify under Delaware law.

         Section 145 of the Delaware General Corporation Law permits a
corporation, under specified circumstances, to indemnify its directors,
officers, employees or agents against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties by reason of the fact that they were or are directors, officers,
employees or agents of the corporation, if such directors, officers, employees
or agents acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, I.E., one by or in the right of the
corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.

         Our bylaws provide for indemnification by us of our directors, officers
and certain non-officer employees under certain circumstances against expenses
(including attorneys' fees, judgments, fines and amounts paid in settlement)
reasonably incurred in connection with the defense or settlement of any
threatened, pending or completed legal proceeding in which any such person is
involved by reason of the fact that such person is or was an officer or employee
of Alliance Data Systems if such person acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of
Alliance Data Systems, and, with respect to criminal actions or proceedings, if
such person had no reasonable cause to believe his or her

                                       2
conduct was unlawful. Our certificate of incorporation also provides that, to
the fullest extent permitted by the Delaware General Corporation Law, no
director shall be personally liable to us or our stockholders for monetary
damages resulting from breaches of their fiduciary duty as directors.

         Expenses for the defense of any action for which indemnification may be
available may be advanced by us under certain circumstances. The general effect
of the foregoing provisions may be to reduce the circumstances under which an
officer or director may be required to bear the economic burden of the foregoing
liabilities and expenses. Directors and officers will be covered by liability
insurance indemnifying them against damages arising out of certain kinds of
claims which might be made against them based on their negligent acts or
omissions while acting in their capacity as such.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.

ITEM 8.    EXHIBITS.

         The following exhibits are filed as part of this registration
statement:

          5       Opinion of Cozen O'Connor.

         23.1     Consent of Deloitte & Touche LLP (with respect to our
                  consolidated financial statements).

         23.2     Consent of Deloitte & Touche LLP (with respect to the
                  consolidated financial statements of Utilipro, Inc.).

         23.3     Consent of Cozen O'Connor (contained in Exhibit 5).

         24       Power of Attorney (included on signature page of the
                  registration statement).

         99.1     Alliance Data Systems 401(k) and Retirement Savings Plan.

         99.2     First Amendment to 401(k) and Retirement Savings Plan.

         99.3     Second Amendment to 401(k) and Retirement Savings Plan.

         99.4     Third Amendment to 401(k) and Retirement Savings Plan.

         99.5     Fourth Amendment to 401(k) and Retirement Savings Plan.

         99.6     Fifth Amendment to 401(k) and Retirement Savings Plan.

         The registrant will submit or has submitted the Alliance Data Systems
401(k) and Retirement Savings Plan (the "Plan") and any amendments thereto to
the Internal Revenue

                                       3
Service (the "IRS") in a timely manner, and it has made or will make all changes
required by the IRS in order to qualify the Plan.

ITEM 9.    UNDERTAKINGS.

            (a) The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                        (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

                        (ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in the volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

                        (iii) to include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial BONA fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the

                                       4
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                       5
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Dallas, Texas, on July 18, 2001.

                                            ALLIANCE DATA SYSTEMS CORPORATION

                                            By: /s/ J. Michael Parks
                                               ---------------------------------
                                               J. Michael Parks, Chief Executive
                                               Officer and President

                                POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints J. Michael Parks and
Edward J. Heffernan and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same, with all exhibits thereto,
and any other documents in connection therewith, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.

            SIGNATURE                    CAPACITY                    DATE
            ---------                    --------                    ----

 /s/ J. Michael Parks              Chairman of the Board,        July 18, 2001
-----------------------------      Chief Executive Officer
J. Michael Parks                        and President
                                 (principal executive officer)

 /s/ Edward J. Heffernan          Executive Vice President and   July 18, 2001
  -----------------------------     Chief Financial Officer
Edward J. Heffernan               (principal financial officer)

                                       6
/s/ Michael D. Kubic               Vice President, Corporate    July 18, 2001
-----------------------------   Controller and Chief Accounting
Michael D. Kubic                 Officer (principal accounting
                                         officer)

 /s/ Bruce K. Anderson                   Director                July 18, 2001
-----------------------------
Bruce K. Anderson

 /s/ Roger H. Ballou                     Director                July 18, 2001
-----------------------------
Roger H. Ballou

 /s/ Anthony J. deNicola                 Director                July 18, 2001
-----------------------------
Anthony J. deNicola

 /s/ Daniel P. Finkelman                 Director                July 18, 2001
-----------------------------
Daniel P. Finkelman

 /s/ Kenneth R. Jensen                   Director                July 18, 2001
-----------------------------
Kenneth R. Jensen

 /s/ Robert A. Minicucci                 Director                July 18, 2001
-----------------------------
Robert A. Minicucci

 /S/ BRUCE A. SOLL                       Director                July 17, 2001
-----------------------------
Bruce A. Soll

                                       7
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
ADMINISTRATOR OF THE ALLIANCE DATA SYSTEMS 401(K) AND RETIREMENT SAVINGS PLAN
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN DALLAS, TEXAS, ON JULY 19, 2001.

                                            ALLIANCE DATA SYSTEMS 401(K) AND
                                                 RETIREMENT SAVINGS PLAN

                                            BY: /s/ Patti Crozier
                                               ---------------------------------
                                               Patti Crozier, on behalf of the
                                               Administrator

                                       8
EXHIBIT INDEX

EXHIBIT NO.                   DESCRIPTION OF EXHIBIT
-----------                   ----------------------

 5                Opinion of Cozen O'Connor.

23.1              Consent of Deloitte & Touche LLP (with respect to our
                  consolidated financial statements).

23.2              Consent of Deloitte & Touche LLP (with respect to the
                  consolidated financial statements of Utilipro, Inc.).

23.3              Consent of Cozen O'Connor (contained in Exhibit 5).

24                Power of Attorney (included on signature page of the
                  registration statement).

99.1              Alliance Data Systems 401(k) and Retirement Savings Plan

99.2              First Amendment to 401(k) and Retirement Savings Plan.

99.3              Second Amendment to 401(k) and Retirement Savings Plan.

99.4              Third Amendment to 401(k) and Retirement Savings Plan.

99.5              Fourth Amendment to 401(k) and Retirement Savings Plan.

99.6              Fifth Amendment to 401(k) and Retirement Savings Plan.

                                       9