SECURITIES & EXCHANGE COMMISSION
                           Washington, D.C. 20549
                           ______________________

                               SCHEDULE 13G/A
                              (Amendment No.1)*



		Under the Securities Exchange Act of 1934




		   	 Alliance Data Systems Corporation
			       (Name of Issuer)

                                 Common Stock
                        (Title of Class of Securities)

                                 018581108
                               (CUSIP Number)

                              January 31, 2008
            (Date of event which requires filing of this statement)


     Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
                              [X]  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 purposes 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).

                           Continued on following pages
                              (Page 1 of 11 Pages)
                             Exhibit List: Page 11














CUSIP No. 018581108                 13G                   Page 2 of 11 Pages

____________________________________________________________________________


     (1)    NAMES OF REPORTING PERSONS
            I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

                   SATELLITE ASSET MANAGEMENT, L.P.
_____________________________________________________________________________
     (2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
								  (a)  [ ]
                                                                  (b)  [X]
_____________________________________________________________________________
     (3)    SEC USE ONLY
_____________________________________________________________________________
     (4)    CITIZENSHIP OR PLACE OF ORGANIZATION
                  DELAWARE
_____________________________________________________________________________
NUMBER OF      (5)  SOLE VOTING POWER
                         0
SHARES         ______________________________________________________________

BENEFICIALLY   (6)  SHARED VOTING POWER
                         0
OWNED BY       ______________________________________________________________

EACH           (7)  SOLE DISPOSITIVE POWER
                         0
REPORTING      ______________________________________________________________

PERSON WITH    (8)  SHARED DISPOSITIVE POWER
                          0
_____________________________________________________________________________
     (9)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                     0
_____________________________________________________________________________
     (10)    CHECK BOX IF THE AGGREGATE AMOUNT
             IN ROW (9) EXCLUDES CERTAIN SHARES**
                     [  ]
_____________________________________________________________________________
     (11)    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
                     0%
_____________________________________________________________________________
     (12)    TYPE OF REPORTING PERSON **
                     IA; PN
_____________________________________________________________________________
                    ** SEE INSTRUCTIONS BEFORE FILLING OUT!












CUSIP No. 018581108                 13G                   Page 3 of 11 Pages

____________________________________________________________________________

     (1)    NAMES OF REPORTING PERSONS
            I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

                   SATELLITE FUND MANAGEMENT LLC
_____________________________________________________________________________
     (2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
								  (a)  [ ]
                                                                  (b)  [X]
_____________________________________________________________________________
     (3)    SEC USE ONLY
_____________________________________________________________________________
     (4)    CITIZENSHIP OR PLACE OF ORGANIZATION
                  DELAWARE
_____________________________________________________________________________
NUMBER OF      (5)  SOLE VOTING POWER
                         0
SHARES         ______________________________________________________________

BENEFICIALLY   (6)  SHARED VOTING POWER
                         0
OWNED BY       ______________________________________________________________

EACH           (7)  SOLE DISPOSITIVE POWER
                         0
REPORTING      ______________________________________________________________

PERSON WITH    (8)  SHARED DISPOSITIVE POWER
                           0
_____________________________________________________________________________
     (9)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                      0
_____________________________________________________________________________
     (10)    CHECK BOX IF THE AGGREGATE AMOUNT
             IN ROW (9) EXCLUDES CERTAIN SHARES**
                     [  ]
_____________________________________________________________________________
     (11)    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
                     0%
_____________________________________________________________________________
     (12)    TYPE OF REPORTING PERSON **
                     OO
_____________________________________________________________________________
                    ** SEE INSTRUCTIONS BEFORE FILLING OUT!






CUSIP No. 018581108                 13G                   Page 4 of 11 Pages

____________________________________________________________________________




Item 1(a).     NAME OF ISSUER:

                Alliance Data Systems Corporation  (the "Issuer").

Item 1(b).     ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

              	17655 Waterview Parkway
		Dallas, TX 75252


Item 2(a).     NAME OF PERSON FILING:

  This statement is filed by:

(i)    Satellite Asset Management, L.P. ("Satellite Asset Management"); and
(ii)   Satellite Fund Management LLC ("Satellite Fund Management")

     This statement relates to Shares (as defined herein) held by certain funds
and accounts (the "Satellite Funds") over which Satellite Asset Management has
discretionary investment trading authority.  The general partner of Satellite
Asset Management is Satellite Fund Management. Satellite Fund Management's
Executive Committee makes investment decisions on behalf of the
Satellite Funds and investment decisions made by such Executive Committee,
when necessary, are made through approval of a majority of the Executive
Committee members.

     The foregoing persons are hereinafter sometimes collectively referred to as
the "Reporting Persons."

Item 2(b).     ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

     	       The address of the business office of each of the Reporting Persons
	       is 623 Fifth Avenue, 19th Floor, New York, NY 10022.







CUSIP No. 018581108                 13G                   Page 5 of 11 Pages

____________________________________________________________________________



Item 2(c).     CITIZENSHIP:


   1)  Satellite Asset Management is a Delaware limited partnership; and

   11) Satellite Fund Management is a Delaware limited liability company


Item 2(d).     TITLE OF CLASS OF SECURITIES:

                Common Stock, $0.01 par value per share (the "Shares").

Item 2(e).     CUSIP NUMBER:

               018581108

Item 3.  IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) or
         13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

          (a) [ ]   Broker or dealer registered under Section 15 of the
                    Act,

          (b) [ ]   Bank as defined in Section 3(a)(6) of the Act,

          (c) [ ]   Insurance Company as defined in Section 3(a)(19) of
                    the Act,







CUSIP No. 018581108                 13G                   Page 6 of 11 Pages

____________________________________________________________________________



          (d) [ ]   Investment Company registered under Section 8 of the
                    Investment Company Act of 1940,

          (e) [X]   Investment Adviser in accordance with Rule
                    13d-1(b)(1)(ii)(E),

          (f) [ ]   Employee Benefit Plan or Endowment Fund in accordance
		    with 13d-1(b)(1)(ii)(F),

          (g) [ ]   Parent Holding Company or control person in accordance
                    with Rule 13d-1(b)(1)(ii)(G),

          (h) [ ]   Savings Association as defined in Section 3(b) of the
                    Federal Deposit Insurance Act,

          (i) [ ]   Church Plan that is excluded from the definition of an
                    investment company under Section 3(c)(14) of the
                    Investment Company Act of 1940,

          (j) [ ]   Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to 13d-1(c), check this box:  []




























CUSIP No. 018581108                 13G                   Page 7 of 11 Pages

____________________________________________________________________________

Item 4.   OWNERSHIP.

      The percentages used herein and in the rest of Item 4 are calculated
based upon the 78,740,781 shares of Common Stock issued and outstanding
as of November 2, 2007, as described in the Issuer's Form 10-Q
filed on November 6, 2007.








	   Satellite Asset Management, L.P.
         ---------------------------------
         (a)	 Amount beneficially owned:  0

	 (b)     Percent of class: 0%

         (c)     Number of shares as to which the person has:

         	(i)     Sole power to vote or direct the vote                0
         	(ii)    Shared power to vote or to direct the vote   0
         	(iii)   Sole power to dispose or to direct the
                        disposition of                                       0
        	(iv)    Shared power to dispose or to direct the
                        disposition of                               0









CUSIP No. 018581108                 13G                   Page 8 of 11 Pages

____________________________________________________________________________




	   Satellite Fund Management LLC
         --------------------------
         (a)	 Amount beneficially owned:  0

	 (b)     Percent of class: 0%

         (c)     Number of shares as to which the person has:

         	(i)     Sole power to vote or direct the vote                0
         	(ii)    Shared power to vote or to direct the vote   0
         	(iii)   Sole power to dispose or to direct the
                        disposition of                                       0
        	(iv)    Shared power to dispose or to direct the
                        disposition of                               0




     Satellite Asset Management and Satellite Fund Management expressly declare
that this filing shall not be construed as an admission that each is, for the
purposes of sections 13(d) or 13(g)of the Act, the beneficial owner of any
securities covered by this filing.











CUSIP No. 018581108                 13G                   Page 9 of 11 Pages

____________________________________________________________________________



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 5% OF THE CLASS OF SECURITIES,
            CHECK THE FOLLOWING [X]

Item 6.     OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

     Satellite Asset Management and Satellite Fund Management have the power
to direct the receipt of dividends from, or proceeds from the sale of, the
securities held for the accounts of the Satellite Funds.


Item 7.     IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
            ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
            HOLDING COMPANY.

            This Item 7 is not applicable.


Item 8.     IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

            This Item 8 is not applicable.


Item 9.     NOTICE OF DISSOLUTION OF GROUP.

            This Item 9 is not applicable.


Item 10.    CERTIFICATION.

     Each of the Reporting Persons hereby makes the following certification:

     By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above 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 oras a participant in any transaction having that
purpose or effect.













CUSIP No. 018581108                 13G                   Page 10 of 11 Pages

____________________________________________________________________________


				SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement
is true, complete and correct.





DATED:  November 20, 2008                SATELLITE ASSET MANAGEMENT, L.P.


                                    By:  /s/ Simon Raykher
                                         ------------------------
                                         Name:  Simon Raykher
                                         Title: General Counsel


DATED:  November 20, 2008                SATELLITE FUND MANAGEMENT LLC

                                    By:  /s/ Simon Raykher
                                         ------------------------
                                         Name:  Simon Raykher
                                         Title: Attorney-in-Fact













CUSIP No. 018581108                 13G                   Page 11 of 11 Pages

____________________________________________________________________________

				EXHIBIT A

			JOINT FILING AGREEMENT


     The undersigned hereby agree that this statement on Schedule 13G
with respect to the Common Stock of Alliance Data Systems Corporation, dated
as of November 20, 2008, is, and any amendments thereto (including amendments
on Schedule 13G) signed by each of the undersigned shall be, filed on behalf
of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)
under the Securities Exchange Act of 1934.





DATED:  November 20, 2008                SATELLITE ASSET MANAGEMENT, L.P.


                                    By:  /s/ Simon Raykher
                                         ------------------------
                                         Name:  Simon Raykher
                                         Title: General Counsel


DATED:  November 20, 2008                SATELLITE FUND MANAGEMENT LLC

                                    By:  /s/ Simon Raykher
                                         ------------------------
                                         Name:  Simon Raykher
                                         Title: Attorney-in-Fact