CUSIP NO.

018581108

13G

Page 1 of 6

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

ALLIANCE DATA SYSTEMS CORPORATION

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

018581108

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this

form with respect to the subject class of securities, and for any subsequent amendment containing

information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the

purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the

liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,

see the Notes).

CUSIP NO.

018581108

13G

Page 2 of 6

NAMES OF REPORTING PERSONS.

Franklin Mutual Advisers, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

SOLE VOTING POWER

(See Item 4)

SHARED VOTING POWER

(See Item 4)

SOLE DISPOSITIVE POWER

(See Item 4)

SHARED DISPOSITIVE POWER

(See Item 4)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,577,307

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.1%

12.

TYPE OF REPORTING PERSON

IA, OO (See Item 4)

CUSIP NO.

018581108

13G

Page 3 of 6

Item 1.

(a)

Name of Issuer

ALLIANCE DATA SYSTEMS CORPORATION

(b)

Address of Issuer's Principal Executive Offices

17655 Waterview Parkway

Dallas, TX 75252

Item 2.

(a)

Name of Person Filing

Franklin Mutual Advisers, LLC

(b)

Address of Principal Business Office or, if none, Residence

101 John F. Kennedy Parkway

Short Hills, NJ 07078-2789

(c)

Citizenship

Delaware

(d)

Title of Class of Securities

Common Stock, par value $0.01 per share

(e)

CUSIP Number

018581108

CUSIP NO.

018581108

13G

Page 4 of 6

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether

the person filing is a:

(a)

o Broker or dealer registered under section 15 of the Act (15

U.S.C. 78o).

(b)

o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o Insurance company as defined in section 3(a)(19) of the Act (15

U.S.C. 78c).

(d)

o Investment company registered under section 8 of the Investment

Company Act of 1940 (15 U.S.C 80a-8).

(e)

x An investment adviser in accordance with

§240.13d-1(b)(1)(ii)(E);

(f)

o An employee benefit plan or endowment fund in accordance with

§240.13d-1(b)(1)(ii)(F);

(g)

o A parent holding company or control person in accordance with

§240.13d-1(b)(1)(ii)(G);

(h)

o A savings associations as defined in Section 3(b) of the Federal

Deposit Insurance Act (12 U.S.C. 1813);

(i)

o A church plan that is excluded from the definition of an

investment company under section 3(c)(14) of the Investment Company

Act of 1940 (15 U.S.C. 80a-3);

(j)

o Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

The securities reported herein (the “Securities”) are beneficially owned by one or more open-end

investment companies or other managed accounts which, pursuant to investment management contracts, are

managed by Franklin Mutual Advisers, LLC ("FMA"), an indirect wholly owned subsidiary of Franklin

Resources, Inc. ("FRI"). Such investment management contracts grant to FMA all investment and voting

power over the securities owned by such investment management clients. Therefore, FMA may be deemed to

be, for purposes of Rule 13d-3 under the Act, the beneficial owner of the Securities.

Beneficial ownership by investment management subsidiaries and other affiliates of FRI is being reported

in conformity with the guidelines articulated by the SEC staff in Release No. 34-39538 (January 12,

1998) relating to organizations, such as FRI, where related entities exercise voting and investment

powers over the securities being reported independently from each other. The voting and investment

powers held by FMA are exercised independently from FRI (FMA’s parent holding company) and from all

other investment management subsidiaries of FRI (FRI, its affiliates and investment management

subsidiaries other than FMA are, collectively, “FRI affiliates”). Furthermore, internal policies and

procedures of FMA and FRI establish informational barriers that prevent the flow between FMA and the FRI

affiliates of information that relates to the voting and investment powers over the securities owned by

their respective investment management clients. Consequently, FMA and the FRI affiliates report the

securities over which they hold investment and voting power separately from each other for purposes of

Section 13 of the Act.

Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders") each own in excess of 10%

of the outstanding common stock of FRI and are the principal stockholders of FRI. However, because FMA

exercises voting and investment powers on behalf of its investment management clients independently of

FRI, the Principal Shareholders, and their respective affiliates, beneficial ownership of the securities

being reported by FMA is being attributed only to FMA. FMA disclaims any pecuniary interest in any of

the Securities. In addition, the filing of this Schedule 13G on behalf of FMA should not be construed

as an admission that it is, and it disclaims that it is, the beneficial owner, as defined in Rule 13d-3,

of any of the Securities.

CUSIP NO.

018581108

13G

Page 5 of 6

Furthermore, FMA believes that it is not a "group" with FRI, the Principal Shareholders, or their

respective affiliates within the meaning of Rule 13d-5 under the Act and that none of them are otherwise

required to attribute to each other the beneficial ownership of the Securities held by any of them or by

any persons or entities for whom or for which FRI subsidiaries provide investment management services.

(a)

Amount beneficially owned:

4,577,307

(b)

Percent of class:

7.1%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

Franklin Mutual Advisers, LLC:

4,577,307

(ii)

Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of

Franklin Mutual Advisers, LLC:

4,577,307

(iv)

Shared power to dispose or to direct the disposition of

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting

person has ceased to be the beneficial owner of more than five percent of the class of

securities, check the following o. Not Applicable

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

The clients of Franklin Mutual Advisers, LLC, including investment companies registered under

the Investment Company Act of 1940 and other managed accounts, have the right to receive or

power to direct the receipt of dividends from, as well as the proceeds from the sale of, such

securities reported on in this statement.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being

Reported on By the Parent Holding Company

Not Applicable

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of Group

Not Applicable

CUSIP NO.

018581108

13G

Page 6 of 6

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to

above were acquired and are held in the ordinary course of business and were not acquired and are not

held for the purpose of or with the effect of changing or influencing the control of the issuer of the

securities and were not acquired and are not held in connection with or as a participant in any

transaction having that purpose or effect.

This report shall not be construed as an admission by the person filing the report that it is the

beneficial owner of any securities covered by this report.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set

forth in this statement is true, complete and correct.

Dated:

January 12, 2009

Franklin Mutual Advisers, LLC

By:

/s/BRADLEY D. TAKAHASHI

--------------------------

Bradley D. Takahashi

Vice President of Franklin Mutual Advisers, LLC