<PAGE>

    As filed with the Securities and Exchange Commission on August 22, 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 Corporation and
                 its Subsidiaries Employee Stock Purchase Plan
           Amended and Restated Alliance Data Systems Corporation and
            its Subsidiaries Stock Option and Restricted Stock Plan
    ------------------------------------------------------------------------
                            (Full title of the plans)

                                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 O'Connor
                               1900 Market Street
                             Philadelphia, PA 19103
                                 (215) 665-2000



<PAGE>


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                                           Proposed           Proposed
                                                           Maximum            Maximum               Amount Of
Title Of Securities                   Amount To Be         Offering Price     Aggregate             Registration
To Be Registered                      Registered(1)(2)     Per Share(1)       Offering Price(1)     Fee(1)
-----------------------------------------------------------------------------------------------------------------
<S>                                   <C>                  <C>                <C>                   <C>
Common Stock, $.01 par value per
share, under the Employee Stock
Purchase Plan......................   1,500,000            $15.83             $ 23,745,000           $ 5,936.25
-----------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value per
share under the Amended and
Restated Stock Option and
Restricted Stock Plan..............   8,753,000            $15.83             $138,559,990           $34,640.00
-----------------------------------------------------------------------------------------------------------------
Total..............................  10,253,000            $15.83             $162,304,990           $40,576.25
-----------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Calculated in accordance with Rule 457(c) and (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 August 15, 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 stock
purchase 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) Quarterly Report on Form 10-Q for the quarter ended June 30, 2001.

        (c) Current Report on Form 8-K filed on July 18, 2001.

        (d) The description of our common stock contained in the Registration
Statement on Form 8-A filed March 15, 2001, as amended on June 1, 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

<PAGE>

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


                                       2
<PAGE>

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 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 are 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:

     4.1  Second Amended and Restated Certificate of Incorporation of the
          Registrant (incorporated by reference to Exhibit 3.1 of the
          Registrant's registration statement on Form S-1 filed on March 3,
          2000).

     4.2  Second Amended and Restated Bylaws of the Registrant (incorporated by
          reference to Exhibit 3.2 of the Registrant's registration statement on
          Form S-1 filed on March 3, 2000).

     4.3  First Amendment to the Second Amended and Restated Bylaws of the
          Registrant (incorporated by reference to Exhibit 3.3 of the
          Registrant's registration statement on Form S-1 filed on March 4,
          2001).

     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).

     99.1 Alliance Data Systems Corporation and its Subsidiaries Employee Stock
          Purchase Plan (incorporated by reference to Exhibit 10.10 of the
          Registrant's registration statement on Form S-1 filed on February 7,
          2001).

     99.2 Amendment No. 1 to the Alliance Data Systems Corporation and its
          Subsidiaries Employee Stock Purchase Plan.

     99.3 Amended and Restated Alliance Data Systems Corporation and its
          Subsidiaries Stock Option and Restricted Stock Plan (incorporated by
          reference to Exhibit 10.34 of the Registrant's registration statement
          on Form S-1 filed on May 4, 2001).



                                       3
<PAGE>

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 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 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



                                       4
<PAGE>


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 August 20, 2001.


                                      ALLIANCE DATA SYSTEMS CORPORATION



                                      By:  /s/ J. MICHAEL PARKS
                                         -------------------------------------
                                         J. Michael Parks,
                                         Chairman of the Board, 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.


<Table>
<Caption>
             SIGNATURE                                        CAPACITY                          DATE
             ---------                                        --------                          ----

<S>                                                <C>                                    <C>
/s/ J. MICHAEL PARKS                                Chairman of the Board, Chief          August 20, 2001
--------------------------------------                    Executive Officer
J. Michael Parks                                            and President
                                                   (principal executive officer)

/s/ EDWARD J. HEFFERNAN                          Executive Vice President and Chief       August 20, 2001
--------------------------------------              Financial Officer (principal
Edward J. Heffernan                                      financial officer)



                                       6
<PAGE>

<Caption>
             SIGNATURE                                        CAPACITY                          DATE
             ---------                                        --------                          ----
<S>                                                <C>                                    <C>


/s/ MICHAEL D. KUBIC                                 Vice President, Corporate            August 20, 2001
--------------------------------------            Controller and Chief Accounting
Michael D. Kubic                                   Officer (principal accounting
                                                              officer)

/s/ BRUCE K. ANDERSON                                         Director                    August 20, 2001
--------------------------------------
Bruce K. Anderson

/s/ ROGER H. BALLOU                                           Director                    August 20, 2001
--------------------------------------
Roger H. Ballou

/s/ ANTHONY J. DENICOLA                                       Director                    August 20, 2001
--------------------------------------
Anthony J. deNicola

/s/ DANIEL P. FINKELMAN                                       Director                    August 20, 2001
--------------------------------------
Daniel P. Finkelman

/s/ KENNETH R. JENSEN                                         Director                    August 20, 2001
--------------------------------------
Kenneth R. Jensen

/s/ ROBERT A. MINICUCCI                                       Director                    August 20, 2001
--------------------------------------
Robert A. Minicucci

/s/ BRUCE A. SOLL                                             Director                    August 20, 2001
--------------------------------------
Bruce A. Soll
</Table>


                                       7
<PAGE>

                                  EXHIBIT INDEX



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

4.1            Second Amended and Restated Certificate of Incorporation of the
               Registrant (incorporated by reference to Exhibit 3.1 of the
               Registrant's registration statement on Form S-1 filed on March 3,
               2000).

4.2            Second Amended and Restated Bylaws of the Registrant
               (incorporated by reference to Exhibit 3.2 of the Registrant's
               registration statement on Form S-1 filed on March 3, 2000).

4.3            First Amendment to the Second Amended and Restated Bylaws of the
               Registrant (incorporated by reference to Exhibit 3.3 of the
               Registrant's registration statement on Form S-1 filed on March 4,
               2001).

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 Corporation and its Subsidiaries Employee
               Stock Purchase Plan (incorporated by reference to Exhibit 10.10
               of the Registrant's registration statement on Form S-1 filed on
               February 7, 2001).

99.2           Amendment No. 1 to the Alliance Data Systems Corporation and its
               Subsidiaries Employee Stock Purchase Plan.

99.3           Amended and Restated Alliance Data Systems Corporation and its
               Subsidiaries Stock Option and Restricted Stock Plan (incorporated
               by reference to Exhibit 10.34 of the Registrant's registration
               statement on Form S-1 filed on May 4, 2001).
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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": "333-68134", "film-number": "1721180"}, "business-address": {"street1": "17655 WATERVIEW PARKWAY", "city": "DALLAS", "state": "TX", "zip": "75252", "phone": "9723485100"}}
As filed with the Securities and Exchange Commission on August 22, 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 Corporation and
                 its Subsidiaries Employee Stock Purchase Plan
           Amended and Restated Alliance Data Systems Corporation and
            its Subsidiaries Stock Option and Restricted Stock Plan
    ------------------------------------------------------------------------
                            (Full title of the plans)

                                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 O'Connor
                               1900 Market Street
                             Philadelphia, PA 19103
                                 (215) 665-2000
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------
                                                           Proposed           Proposed
                                                           Maximum            Maximum               Amount Of
Title Of Securities                   Amount To Be         Offering Price     Aggregate             Registration
To Be Registered                      Registered(1)(2)     Per Share(1)       Offering Price(1)     Fee(1)
-----------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value per
share, under the Employee Stock
Purchase Plan......................   1,500,000            $15.83             $ 23,745,000           $ 5,936.25
-----------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value per
share under the Amended and
Restated Stock Option and
Restricted Stock Plan..............   8,753,000            $15.83             $138,559,990           $34,640.00
-----------------------------------------------------------------------------------------------------------------
Total..............................  10,253,000            $15.83             $162,304,990           $40,576.25
-----------------------------------------------------------------------------------------------------------------
(1) Calculated in accordance with Rule 457(c) and (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 August 15, 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 stock
purchase 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) Quarterly Report on Form 10-Q for the quarter ended June 30, 2001.

        (c) Current Report on Form 8-K filed on July 18, 2001.

        (d) The description of our common stock contained in the Registration
Statement on Form 8-A filed March 15, 2001, as amended on June 1, 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

                                       2
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 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 are 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:

     4.1  Second Amended and Restated Certificate of Incorporation of the
          Registrant (incorporated by reference to Exhibit 3.1 of the
          Registrant's registration statement on Form S-1 filed on March 3,
          2000).

     4.2  Second Amended and Restated Bylaws of the Registrant (incorporated by
          reference to Exhibit 3.2 of the Registrant's registration statement on
          Form S-1 filed on March 3, 2000).

     4.3  First Amendment to the Second Amended and Restated Bylaws of the
          Registrant (incorporated by reference to Exhibit 3.3 of the
          Registrant's registration statement on Form S-1 filed on March 4,
          2001).

     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).

     99.1 Alliance Data Systems Corporation and its Subsidiaries Employee Stock
          Purchase Plan (incorporated by reference to Exhibit 10.10 of the
          Registrant's registration statement on Form S-1 filed on February 7,
          2001).

     99.2 Amendment No. 1 to the Alliance Data Systems Corporation and its
          Subsidiaries Employee Stock Purchase Plan.

     99.3 Amended and Restated Alliance Data Systems Corporation and its
          Subsidiaries Stock Option and Restricted Stock Plan (incorporated by
          reference to Exhibit 10.34 of the Registrant's registration statement
          on Form S-1 filed on May 4, 2001).

                                       3
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 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 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

                                       4
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 August 20, 2001.

                                      ALLIANCE DATA SYSTEMS CORPORATION

                                      By:  /s/ J. MICHAEL PARKS
                                         -------------------------------------
                                         J. Michael Parks,
                                         Chairman of the Board, 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, Chief          August 20, 2001
--------------------------------------                    Executive Officer
J. Michael Parks                                            and President
                                                   (principal executive officer)

/s/ EDWARD J. HEFFERNAN                          Executive Vice President and Chief       August 20, 2001
--------------------------------------              Financial Officer (principal
Edward J. Heffernan                                      financial officer)

                                       6
SIGNATURE                                        CAPACITY                          DATE
             ---------                                        --------                          ----
/s/ MICHAEL D. KUBIC                                 Vice President, Corporate            August 20, 2001
--------------------------------------            Controller and Chief Accounting
Michael D. Kubic                                   Officer (principal accounting
                                                              officer)

/s/ BRUCE K. ANDERSON                                         Director                    August 20, 2001
--------------------------------------
Bruce K. Anderson

/s/ ROGER H. BALLOU                                           Director                    August 20, 2001
--------------------------------------
Roger H. Ballou

/s/ ANTHONY J. DENICOLA                                       Director                    August 20, 2001
--------------------------------------
Anthony J. deNicola

/s/ DANIEL P. FINKELMAN                                       Director                    August 20, 2001
--------------------------------------
Daniel P. Finkelman

/s/ KENNETH R. JENSEN                                         Director                    August 20, 2001
--------------------------------------
Kenneth R. Jensen

/s/ ROBERT A. MINICUCCI                                       Director                    August 20, 2001
--------------------------------------
Robert A. Minicucci

/s/ BRUCE A. SOLL                                             Director                    August 20, 2001
--------------------------------------
Bruce A. Soll
7
EXHIBIT INDEX

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

4.1            Second Amended and Restated Certificate of Incorporation of the
               Registrant (incorporated by reference to Exhibit 3.1 of the
               Registrant's registration statement on Form S-1 filed on March 3,
               2000).

4.2            Second Amended and Restated Bylaws of the Registrant
               (incorporated by reference to Exhibit 3.2 of the Registrant's
               registration statement on Form S-1 filed on March 3, 2000).

4.3            First Amendment to the Second Amended and Restated Bylaws of the
               Registrant (incorporated by reference to Exhibit 3.3 of the
               Registrant's registration statement on Form S-1 filed on March 4,
               2001).

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 Corporation and its Subsidiaries Employee
               Stock Purchase Plan (incorporated by reference to Exhibit 10.10
               of the Registrant's registration statement on Form S-1 filed on
               February 7, 2001).

99.2           Amendment No. 1 to the Alliance Data Systems Corporation and its
               Subsidiaries Employee Stock Purchase Plan.

99.3           Amended and Restated Alliance Data Systems Corporation and its
               Subsidiaries Stock Option and Restricted Stock Plan (incorporated
               by reference to Exhibit 10.34 of the Registrant's registration
               statement on Form S-1 filed on May 4, 2001).