ADVANTA CORP
10-Q, 1994-08-11
PERSONAL CREDIT INSTITUTIONS
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                              Form 10Q
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                                   
[X]  Quarterly report pursuant to section 13 or 15(d) of the
     Securities Exchange Act of 1934 for the quarterly period ended
     June 30, 1994 or
     
[ ]  Transition report pursuant to section 13 or 15(d) of the
     Securities Exchange Act of 1934 for the transition period from
     ______ to _______
                                   
                    Commission File Number 0-14120
                                   
                            Advanta Corp.
        (Exact name of registrant as specified in its charter)

            Delaware                               23-1462070
(State or other jurisdiction of               (I.R.S. Employer
 incorporation or organization)              Identification No.)

Brandywine Corporate Center, 650 Naamans Rd., Claymont, DE   19703
      (Address of Principal Executive Offices)             (Zip Code)

                          (302) 791-4400
         (Registrant's telephone number, including area code)
                                   
____________________________________________________________________
(Former name, former address and former fiscal year, if changed
 since last report)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.

Yes   X        No ____

*   Applicable only to issuers involved in bankruptcy proceedings
    during the preceding five years:

Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court.

Yes            No ____

*  Applicable only to corporate issuers:

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

         Class A                      Outstanding at August 1, 1994
Common Stock, $.01 par value                17,347,018 shares
                                                    
         Class B                      Outstanding at August 1, 1994
Common Stock, $.01 par value                23,109,277 shares
                          <PAGE>








                           Table of Contents
                                   

                                                          Page

     Part I - Financial Information


     Item 1.  Financial Statements

              Consolidated Condensed Balance Sheets         3
              Consolidated Condensed Income Statements      4
              Consolidated Statements of Cash Flows         5
              Notes to Consolidated Condensed Financial
               Statements                                   6

     Item 2.  Management's Discussion and Analysis of
              Financial Condition and Results of
              Operations                                   14

     Part II - Other Information                           26
                                   
                           <PAGE>
        
                    ADVANTA CORP. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED BALANCE SHEETS
                        (Dollars in thousands)
                                   
                                            June 30,       December 31,
                                              1994            1993
ASSETS                                     (Unaudited)
Cash                                       $   30,803       $   31,162
Federal funds sold and interest-bearing                               
 deposits with banks                          220,228          234,196
Investments available for sale                297,132          308,026
Loan and lease receivables, net:                                      
 Available for sale                           966,779          667,774
 Other loan and lease receivables, net        360,931          614,879
Total loan and lease receivables, net       1,327,710        1,282,653
Premises and equipment, net                    21,380           17,045
Amounts due from credit card                                          
 securitizations                              119,382          117,764
Other assets                                  175,207          149,349
                                                                      
   Total assets                            $2,191,842       $2,140,195
                                                                      
LIABILITIES                                                           
Deposits                                   $1,041,005       $1,254,881
Debt and other borrowings                     670,592          473,699
Other liabilities                              91,027           68,874
                                                                      
   Total liabilities                        1,802,624        1,797,454
                                                                      
STOCKHOLDERS' EQUITY (See Notes 10 & 11)                              
Class A preferred stock, $1,000 par                                   
 value: authorized, issued and                                      
 outstanding -- 1,010 shares in 1994                                
 and 1993                                       1,010            1,010
Class B preferred stock, $.01 par                                     
 value: authorized -- 1,000,000 shares               
 in 1994 and 1993; none issued                       
Class A common stock, $.01 par value:                                 
 authorized -- 200,000,000 shares;                                  
 issued -- 17,344,568 shares in 1994                                
 and 17,240,064 in 1993                           173              172
Class B common stock, $.01 par value:                                 
 authorized -- 200,000,000 shares;                                  
 issued -- 23,100,209 in 1994 and                                   
 22,603,088 in 1993                               231              226
Additional paid in capital, net               172,588          166,646
Retained earnings, net                        215,838          174,687
Less: Treasury stock at cost, 63,396                         
 Class B common shares in 1994                   (622)               0
                                                             
   Total stockholders' equity                 389,218          342,741
                                                                      
   Total liabilities and stockholders'                                
    equity                                 $2,191,842       $2,140,195

See Notes to Consolidated Condensed Financial Statements
<PAGE>
                    ADVANTA CORP. AND SUBSIDIARIES
               CONSOLIDATED CONDENSED INCOME STATEMENTS
                 (In thousands, except per share data)
                                   

                               Three Months Ended     Six Months Ended
                                     June 30,             June 30,
                                   (Unaudited)           (Unaudited)
                                1994         1993     1994       1993      
Interest income:                                                       
 Loans and leases              $ 23,123   $31,662    $ 52,332  $ 61,575
 Investments                      7,020     6,715      13,046    12,794
Total interest income            30,143    38,377      65,378    74,369
                                                                       
Interest expense:                                                      
 Deposits                        11,485    13,381      23,920    26,736
 Other debt                      10,095     6,284      18,415    13,158
Total interest expense           21,580    19,665      42,335    39,894
                                                                       
Net interest income               8,563    18,712      23,043    34,475
                                                                       
Provision for credit losses      15,434     6,364      22,263    13,545
                                                                       
Net interest income after                                              
 provision for credit losses     (6,871)   12,348         780    20,930
                                                                       
Noninterest revenues:                                                  
 Gain on sale of credit cards    18,352         0      18,352         0
 Other noninterest revenues      89,154    58,338     168,934   115,389
Total noninterest revenues      107,506    58,338     187,286   115,389
                                                                       
Operating expenses               60,022    41,651     108,387    81,658
                                                                       
Income before income taxes       40,613    29,035      79,679    54,661
                                                                       
Provision for income taxes       14,856    10,564      28,998    20,046
                                                                       
Net income before                                                      
 extraordinary item              25,757    18,471      50,681    34,615
                                                                       
Extraordinary item, net                                       
 (See Note 12)                        0    (1,273)          0    (1,273)
                                                                       
Net income                     $ 25,757   $17,198    $ 50,681  $ 33,342
                                                                       
Earnings per common share                                              
 before extraordinary item (A) $    .63   $   .46    $   1.23  $    .90
                                                                       
Earnings per common share (A)  $    .63   $   .43    $   1.23  $    .87
                                                                       
Weighted average common                                                
 shares outstanding (A)          41,173    40,299      40,957    38,165

(A) All share and per share amounts have been adjusted to
    reflect the three-for-two stock split effective October
    15, 1993.  See Note 10 of Notes to Consolidated
    Condensed Financial Statements.

See Notes to Consolidated Condensed Financial Statements
                   <PAGE>
                    ADVANTA CORP. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                        (Dollars in thousands)
                                                  Six Months Ended
                                                       June 30,
                                                  1994         1993
OPERATING ACTIVITIES                                 (Unaudited)
Net income                                   $    50,681   $  33,342
Adjustments to reconcile net income to net                 
 cash provided by operating activities:                    
  Proceeds from sales/securitizations of                  
   receivables                                   865,458     479,962
  Purchase of mortgage/lease portfolios          (57,294)    (46,493)
  Principal collected on mortgages                11,206      12,218
  Mortgages made to customers                   (246,489)   (221,440)
  Depreciation and amortization of intangibles     3,605       2,271
  Provision for credit losses                     22,263      13,545
  Change in other assets and amounts due                  
   from credit card securitizations                4,772       9,589
  Change in other liabilities                     27,039      11,336
  Gain on securitization of mortgages                     
   and leases                                    (14,046)    (10,041)
  Loss on repurchase of senior subordinated               
   debentures                                          0       1,928
Net cash provided by operating activities        667,195     286,217
                                                          
INVESTING ACTIVITIES                                      
 Purchase of investments                      (1,168,013)   (509,702)
 Proceeds from sales of investments              503,866     294,589
 Proceeds from maturing investments              667,516      61,145
 Change in fed funds sold and interest-                   
  bearing deposits                                13,968      70,746
 Change in credit card receivables,                       
  excluding sales                               (597,337)   (415,278)
 Change in premises and equipment                 (7,563)     (2,902)
 Excess of cash collections over income                   
  recognized on direct financing leases            9,271       8,597
 Equipment purchased for direct financing                 
  lease contracts                                (70,606)    (40,538)
 Net change in other loans                          (108)        103
Net cash used by investing activities           (649,006)   (533,240)
                                                          
FINANCING ACTIVITIES                                      
 Increase in demand and savings deposits         113,617      20,251
 Proceeds from sales of time deposits            139,533     353,792
 Payments for maturing time deposits            (467,026)   (336,686)
 Change in repurchase agreements                 140,000     166,398
 Proceeds from issuance of subordinated debt      15,919      46,324
 Payments on redemption of subordinated debt     (26,565)    (59,173)
 Redemption of senior subordinated debentures          0     (36,404)
 Proceeds from issuance of notes payable to 
  banks                                            2,300      54,204
 Repayment of notes payable to banks              (9,787)    (66,318)
 Proceeds from issuance of medium term notes      75,026           0
 Proceeds from issuance of stock                   3,051      92,198
 Cash dividends paid                              (4,616)     (3,233)
Net cash (used)/provided by financing                     
 activities                                      (18,548)    231,353
Net decrease in cash                                (359)    (15,670)
Cash at beginning of period                       31,162      35,753
Cash at end of period                         $   30,803   $  20,083
<PAGE>
                                   
                    ADVANTA CORP. AND SUBSIDIARIES
         NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                        (Dollars in thousands)

                             June 30, 1994

1) In the opinion of management, the accompanying audited and
   unaudited consolidated condensed financial statements contain all
   adjustments necessary to present fairly the financial position of
   Advanta Corp. and Subsidiaries as of June 30, 1994 and December
   31, 1993, and the results of their operations and the statements
   of cash flows for the three and six month periods ended June 30,
   1994 and 1993.  The results of operations for the three and six
   month periods ended June 30, 1994 are not necessarily indicative
   of the results to be expected for the full year.  Certain prior
   period amounts have been reclassified to conform with current year
   classifications.

2) Investments available for sale include securities that the Company
   sells from time to time to provide liquidity and in response to
   changes in the market.  In 1993, the Financial Accounting
   Standards Board ("FASB") issued Statement of Financial Accounting
   Standards No. 115, "Accounting for Certain Investments in Debt and
   Equity Securities" ("SFAS 115").  This statement requires that
   debt and equity securities classified as available for sale be
   reported at market value.  This statement is effective for fiscal
   years beginning after December 15, 1993, although a company may
   elect earlier adoption as of the end of a fiscal year for which
   annual statements have not been previously issued.  The Company
   elected to adopt this statement as of December 31, 1993, and as
   such, these securities are recorded at market value.  Unrealized
   holding gains and losses on these securities are reported as a
   separate component of stockholder's equity and included in
   retained earnings.

3) Loan and lease receivables available for sale represent
   receivables that the Company generally intends to sell or
   securitize within the next six months.  These receivables are
   reported at the lower of book or fair market value.

4) Loan and lease receivables on the balance sheet, including those
   available for sale, consisted of the following:

                                            June 30,     December 31,
                                             1994           1993
     Gross loan and lease receivables     $1,329,740     $1,277,305
                                                                   
     Add: Deferred origination costs,                              
          net of deferred fees                48,192         36,575
                                                                   
     Less: Reserve for credit losses         (50,222)       (31,227)
                                                                   
     Loan and lease receivables, net      $1,327,710     $1,282,653
                                                                   
     Number of Accounts:                                           
      Credit cards                           433,019        514,334
      Other loans and leases                  10,668          8,035
      Total                                  443,687        522,369
                                                        <PAGE>
     Receivables and accounts serviced for others consisted of the
     following:
                                  June 30,       December 31,
                                   1994             1993
        Receivables:                                        
         Credit cards            $3,344,024       $2,790,719
         Mortgage loans           1,115,265        1,058,524
         Leases                     144,092          119,613
         Total                   $4,603,381       $3,968,856
                                                            
        Number of Accounts:                 
         Credit cards             2,664,901        2,183,024
         Mortgage loans              23,470           23,925
         Leases                      31,181           27,566
         Total                    2,719,552        2,234,515
                                                            

5) The Company accounts for credit card origination costs under
   Statement of Financial Accounting Standards No. 91, "Accounting
   for Nonrefundable Fees and Costs Associated with Originating or
   Acquiring Loans and Initial Direct Costs of Leases" ("SFAS 91").
   This accounting standard requires certain loan and lease
   origination fees and costs to be deferred and amortized over the
   life of a loan or lease as an adjustment to interest income.
   Origination costs are defined under this standard to include costs
   of loan origination associated with transactions with independent
   third parties and certain costs relating to underwriting
   activities and preparing and processing loan documents.  The
   Company engages third parties to solicit and originate credit card
   account relationships.  Amounts deferred under these arrangements
   were $25.4 million and $16.3 million in the first six months of
   1994 and 1993, respectively.  For credit card receivables,
   deferred origination costs have been amortized over 60 months.

   At the May 20, 1993 meeting of the Emerging Issues Task Force ("EITF")
   of the Financial Accounting Standards Board, the task force
   reached a consensus regarding the acquisition of individual credit
   card accounts from independent third parties (EITF Issue 93-1).
   The consensus was that credit card accounts acquired individually
   should be accounted for as originations under SFAS 91 and EITF
   Issue 92-5.  Amounts paid to a third party to acquire individual
   credit card accounts should be deferred and netted against the
   related credit card fee, if any, and the net amount should be
   amortized on a straight line basis over the privilege period.  If
   a significant fee is charged, the privilege period is the period
   that the fee entitles the cardholder to use the card.  If there is
   no significant fee, the privilege period should be one year.


  
   <PAGE>

   In accordance with this consensus, direct origination costs
   incurred related to credit card originations initiated after the
   May 20, 1993 consensus date are deferred and amortized over 12
   months.  Costs incurred for originations which were initiated prior
   to May 20, 1993 will continue to be amortized over a 60 month
   period.  Prior to the EITF Issue 93-1 consensus, it was the
   Company's practice to write off deferred origination costs related
   to credit card receivables that have been securitized.  This
   practice had effectively written off credit card origination costs
   much more quickly than the 60 month period previously utilized.  In
   connection with the prospective adoption of a 12 month amortization
   period for deferred credit card origination costs, the Company will
   no longer write off deferred origination costs related to credit
   card receivables being securitized, as under the EITF Issue 93-1
   consensus such costs are not directly associated with the
   receivables.

   The Company records excess servicing income on credit card
   securitizations representing additional cash flow from the
   receivables initially sold based on the repayment term, including
   prepayments.  Prior to the EITF Issue 93-1 consensus, net gains
   were not recorded at the time each transaction was completed as
   excess servicing income was offset by the write-off of deferred
   origination costs and the establishment of recourse reserves.
   Subsequent to the prospective adoption discussed above, excess
   servicing income has been recorded at a lower level at the time of
   each transaction, and is predominantly offset by the establishment
   of recourse reserves.  The lower level of excess servicing income
   corresponds with the discontinuance of deferred origination cost
   write-offs upon securitization of receivables as discussed above.
   During the "revolving period" of each securitization, income is
   recorded based on additional cash flows from the new receivables
   which are sold to the securitization trust on a continual basis to
   replenish the investors' interest in trust receivables which have
   been repaid by the credit cardholders.

6) The following table shows the changes in the reserve for credit
   losses for the periods presented:

                                   Six Months Ended      Year Ended
                                       June 30,         December 31,
                                         1994               1993
                                                              
     Balance, beginning of period      $ 31,227           $ 40,228
                                                                  
       Current provision                 22,263             29,802
                                                                  
       Transfer of reserves to                          
        recourse reserves                     0            (12,027)
                                                        
       Transfer of recourse                             
        reserves to mortgage                            
        reserves                         11,335                  0
                                                        
       Net charge-offs                  (14,603)           (26,776)
                                                                  
     Balance, end of period            $ 50,222           $ 31,227


7) At June 30, 1994 and December 31, 1993, the Company had $119.4
   million and $117.8 million, respectively, of amounts due from
   credit card securitizations.  These amounts include excess
   servicing, accrued interest receivable and other amounts related to
   these securitizations and are net of recourse reserves established.
   A portion of these amounts are subject to liens held by the
   providers of credit enhancement facilities for the respective
   securitizations.

8) Selected Balance Sheet Information
     
      Other Assets
                                             June 30,        December 31,
                                               1994             1993
      Excess mortgage servicing rights       $ 73,981         $ 57,017
      Accrued interest receivable              29,148           25,735
      Prepaid assets                           24,551           16,307
      Deferred costs                            6,790            5,583
      Due from trustees - mortgage              6,041            6,040
      Goodwill                                  5,483            5,648
      Excess servicing - leasing                4,278            1,287
      Other real estate owned                   2,907            1,447
      Due from trustees - leasing               1,744            1,297
      Other                                    20,284           28,988
      Total other assets                     $175,207         $149,349

     
      Other Liabilities
                                              June 30,       December 31,
                                                1994            1993
      Current and deferred income taxes       $30,350          $37,844
      Accounts payable and accrued expenses    25,545           15,139
      Accrued interest payable                 16,604            8,387
      Other                                    18,528            7,504
      Total other liabilities                 $91,027          $68,874


9) Income tax expense for the three and six month periods ended June
   30, 1994 was at an effective tax rate of approximately 36.4%,
   compared to 36.7% for the comparable 1993 period.  Effective
   January 1, 1993, the Company implemented the provisions of
   Statement of Financial Accounting Standards No. 109, "Accounting
   for Income Taxes" ("SFAS 109") with no material effect on the
   financial statements.  SFAS 109 utilizes the liability method and
   deferred taxes are determined based on the estimated future tax
   effects of differences between the financial statement and the tax
   bases of assets and liabilities given the provisions of the
   enacted tax laws.  Prior to the implementation of SFAS 109, the
   Company accounted for income taxes using Accounting Principles
   Board Opinion No. 11.
<PAGE>
   

   Income tax expense consisted of the following components:

                             Three Months Ended       Six Months Ended
                                  June 30,                June 30,
                               1994       1993         1994       1993
     Current:                                                   
      Federal                $18,212    $ 6,974      $30,476    $11,033
      State                    2,224      1,235        4,496      2,953
     Total current            20,436      8,209       34,972     13,986
                                                                       
     Deferred:                                                         
      Federal                 (5,205)     2,104       (6,224)     5,978
      State                     (375)       251          250         82
     Total deferred           (5,580)     2,355       (5,974)     6,060
                                                                       
     Total tax                                                         
      expense before                                                   
      extraordinary item     $14,856    $10,564      $28,998    $20,046

   The reconciliation of the statutory federal income tax to the
   consolidated tax expense is as follows:
   
                             Three Months Ended       Six Months Ended
                                  June 30,                June 30,
                              1994       1993         1994       1993
     Statutory federal                                          
      income tax             $14,228    $ 9,872      $27,901    $18,585
                                                             
     State income taxes        1,202        981        3,085      2,003
                                                             
     Other                      (574)      (289)      (1,988)      (542)
                                                             
     Consolidated tax                                           
      expense before                                            
      extraordinary item     $14,856    $10,564      $28,998    $20,046
                                                             
     Tax benefit on loss                                        
      from repurchase of                                        
      debentures                   0       (656)           0       (656)
                                                             
     Consolidated tax                                        
      expense                $14,856    $ 9,908      $28,998    $19,390
   
   
               <PAGE>
   The net deferred tax liability is comprised of the following:

                                    June 30,     December 31,
                                      1994           1993
                                               
     Deferred taxes:                              
                                               
       Gross assets                 $ 34,239      $ 25,755
                                               
       Gross liabilities             (47,726)      (43,815)
                                               
     Total deferred taxes           $(13,487)     $(18,060)
                                               
   
   The Company did not record any valuation allowances against
   deferred tax assets at June 30, 1994 and December 31, 1993.
   
   The tax effect of significant temporary differences representing
   deferred tax assets and liabilities is as follows:
   
                                     June 30,      December 31,
                                       1994           1993
                                                 
     SFAS 91                        $(17,454)     $(13,344)
     Loan losses                      24,897        23,631
     Mortgage banking income           2,381        (2,395)
     Securitization income           (27,554)      (25,817)
     Insurance underwriting           (2,516)       (2,258)
     Deferred compensation             1,092           592
     Other                             5,667         1,531
                                                 
     Net deferred tax liabilities   $(13,487)     $(18,060)

10) On September 23, 1993, the Board of Directors approved a three-for-
    two stock split effected in the form of a 50% stock dividend on
    both the Class A and Class B Common Stock to shareholders of
    record as of October 4, 1993, which dividend was paid on October
    15, 1993.  All share and per share amounts reflect the three-for-
    two stock split as a result of the stock dividend. Earnings per
    share for the six month period ended June 30, 1993 have been
    adjusted to reflect the impact of this dividend, as if it had
    already occurred at the beginning of the period.

11) On March 24, 1993, in a public offering, the Company sold
    2,575,000 shares (pre-split) of Class B Common Stock.  Proceeds
    from the offering, net of the underwriting discount, were $77.5
    million.  On April 21, 1993, the underwriters of the offering
    purchased an additional 450,000 shares (pre-split) of Class B
    Common Stock, pursuant to the overallotment option granted to them
    by the Company.  This brought the Company's total proceeds of the
    offering, net of related expenses, to approximately $90 million.
    The Company used the proceeds of the offering for general
    corporate purposes, including the financing of growth in its
    subsidiaries.
   <PAGE>
12) In April of 1993, the Company repurchased the remaining $33.2
    million of its 12 3/4% Senior Subordinated Debentures at a price
    equal to 104% of par.  This transaction resulted in an
    extraordinary loss of $1.3 million (net of a tax benefit of $.6
    million) or $.03 per share for the three and six month periods
    ended June 30, 1993.

13) Under certain stock based bonus programs, certain employees have
    received awards in the form of restricted shares of common stock
    which are subject to forfeiture should the employee terminate
    employment with the Company prior to vesting.  The shares become
    unrestricted over time if certain performance criteria are met.
    At June 30, 1994, a total of 1,215,924 shares issued under these
    plans were subject to restriction and are included in the number
    of shares outstanding.  During 1994, the Company granted 200,000
    shares of restricted stock to an executive outside the above
    mentioned bonus programs, which shares are included in the number
    of shares outstanding at June 30, 1994.  Restricted shares are
    considered common stock equivalents in the calculation of earnings
    per common share.

    Deferred compensation of $16.3 million and $11.0 million related 
    to these programs is reflected as a reduction of equity at June 30, 1994
    and December 31, 1993, respectively.

14) In April 1994, the Company, through its subsidiary, Colonial
    National Bank USA, reached an agreement with NationsBank of
    Delaware, N.A., to sell certain credit card customer relationships
    which at that time represented approximately $150 million of
    securitized credit card receivables (less than 4% of the Company's
    managed credit card receivables as of June 30, 1994).  The
    receivables associated with these relationships will continue to
    be serviced by Colonial National until the securitization trust
    terminates.  The Company anticipates this will occur in the second
    quarter of 1995.  In the quarter ended June 30, 1994, the Company
    recorded an $18.4 million pretax gain on the sale.  In addition,
    the Company deferred a portion of the proceeds related to the
    excess spread of the receivables to be generated over the
    remaining life of the trust.  These proceeds will be recognized as
    securitization income over the related period.
    <PAGE>
15) The following table shows the calculation of earnings per common
    share reflecting the effect of the three-for-two stock split
    described in Note 10:
                            Three Months Ended     Six Months Ended
                                June 30,              June 30,
                             1994       1993       1994        1993
                                                                 
     Net income             $25,757   $ 17,198    $50,681   $33,342
     less: preferred                                                 
      dividends                   0          0       (141)     (141)
  
     Net income available                                           
      to common shares      $25,757   $ 17,198    $50,540   $33,201
                                                                 
     Average common                                                 
      stock outstanding      38,863     37,697     38,759    35,588
     Common stock                                                   
      equivalents             2,310      2,602      2,198     2,577
                                                                 
     Weighted average                                               
      shares outstanding                                         
      (in thousands)         41,173     40,299     40,957    38,165
                                                                 
     Earnings per common                                            
      share                 $   .63    $   .43    $  1.23   $   .87
                    <PAGE>
                    ADVANTA CORP. AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   
OVERVIEW
Net income for the three months ended June 30, 1994 was $25.8 million,
an $8.6 million or 50% increase from the $17.2 million reported for
the second quarter of 1993.  Earnings per share for the second quarter
of 1994 were $.63, a 47% increase from $.43 per share for the same
period of 1993.  Earnings for 1993 include a $1.3 million or $.03 per
share extraordinary loss on the early retirement of debt.  Earnings
per share for 1993 have been adjusted to reflect an effective three-
for-two stock split as a result of the October 15, 1993 stock
dividend.

Earnings increased in the second quarter of 1994 primarily as a result
of a 44% increase in average managed receivables and continued
improvement in credit quality with the total managed charge-off rate
decreasing to 2.5% for the second quarter of 1994 from 3.2% for the
second quarter of 1993. The Company continues to securitize a majority
of the growth in its receivables and report the performance of the
securitized receivables as noninterest revenues. Noninterest revenues
increased $49.2 million, or 84%, to $107.5 million in the second
quarter of 1994 from $58.3 million in the comparable 1993 period.
This increase was due to a 44% increase in average managed receivables
coupled with an $18.4 million gain on the sale of $150 million of
credit card customer relationships.  This transaction allowed the
Company to make additional investments in marketing and developmental
initiatives.  The Company also provided an additional $10 million of
loan loss reserves.  Despite the increase in marketing and
developmental expenses, total operating expense growth was maintained
at a level in line with the growth in average managed receivables, and
the operating expense ratio was flat at 4.27% of average managed
receivables for both the 1994 and 1993 second quarter periods.
Although asset quality indicators continue to trend favorably, the
Company continues to maintain a conservative outlook and to strengthen
reserves.

For the six months ended June 30, 1994, net income was $50.7 million,
a 52% increase over the $33.3 million for the comparable year earlier
period.  Earnings per share increased 41% to $1.23 in 1994 compared to
$.87 in 1993.  Earnings per share before extraordinary item were $.90
in 1993.

NET INTEREST INCOME
Net interest income for the second quarter of 1994 decreased to $8.6
million from $18.7 million for the same period of 1993.  This decrease
was due to an increase in the amortization of deferred origination
costs due to the change in the policy and amortization period for
these costs (see Note 5 of Notes to Consolidated Condensed Financial
Statements).  Also affecting net interest income was a drop in the
owned net interest margin to 3.85% from 4.74% for the second quarter
of 1993, offset by an increase in average interest earning assets of
$245 million.  The Company is executing a strategy to market a "risk-
adjusted" credit card product in which credit cards are issued with
lower rates to customers whose credit quality is expected to result in
a lower rate of credit losses (the "risk-adjusted" pricing strategy).
This strategy resulted in a drop in credit card yields thereby
lowering the owned net interest margin.   Also affecting the owned net
interest margin was a lag in the repricing of the interest rates on
the Company's credit cards, as the result of multiple changes in the 
prime rate during the quarter.  The Company's credit cards are 
contractually indexed monthly to the prime rate. 

                     <PAGE>
The following tables provide an analysis of both owned and managed
interest income and expense data, average balance sheet data, net
interest spread (the difference between the yield on interest earning
assets and the average rate paid on interest-bearing liabilities), and
net interest margin (the difference between the yield on interest
earning assets and the average rate paid to fund interest earning
assets) for the three and six month periods ended June 30, 1994 and
1993.  Average owned loan and lease receivables and the related
interest revenues exclude deferred origination costs and deferred fees
and the amortization thereof (see Notes to Consolidated Condensed
Financial Statements) and include certain loan fees.
  <PAGE>

  <TABLE>
  INTEREST RATE ANALYSIS
  <CAPTION>                                                  
                                                  Three Months Ended June 30,
                                          1994                                   1993
                            Average                     Yield/     Average                     Yield/
                            Balance (1)      Interest    Rate      Balance (1)     Interest     Rate
  <S>                       <C>              <C>        <C>        <C>             <C>         <C>  
  On-balance sheet                                                                          
  Credit cards              $1,099,843       $ 28,006   10.19%      $  833,751     $ 25,746    12.35%
  Mortgage loans               135,025          2,550    7.57          164,137        4,051     9.90
  Leases                        52,894          1,909   14.43           63,998        2,784    17.40
  Other loans                    3,772             68    7.23            1,649           40     9.73
  Gross receivables          1,291,534         32,533   10.08        1,063,535       32,621    12.27
  Investments (2)              621,424          7,463    4.80          604,687        6,860     4.54
  Total interest earning                                                                    
   assets                   $1,912,958       $ 39,996    8.37%      $1,668,222     $ 39,481     9.47%
                                                                                            
  Interest-bearing                                                                          
   liabilities              $1,747,315       $ 21,580    4.87%      $1,531,943     $ 19,665     5.14%
                                                                                            
  Net interest spread                                    3.50%                                  4.33%
  Net interest margin                                    3.85%                                  4.74%
                                                                                            
  Off-balance sheet                                                                         
  Credit cards              $3,118,461                              $1,903,216                 
  Mortgage loans             1,073,957                                 860,567                 
  Leases                       135,160                                  78,017                 
  Total average                                                                             
   securitized receivables  $4,327,578                              $2,841,800
  Total average managed                                                                     
   receivables              $5,619,112                              $3,905,335
                                                                                            
  Managed Net Interest                                                                      
  Analysis (3):
  Interest earning assets   $5,031,419       $151,233   12.03%      $3,571,438     $113,794    12.75%
  Interest-bearing                                                                           
   liabilities              $4,865,776       $ 63,898    5.23%      $3,435,159     $ 44,834     5.22%
                                                                                            
    Net interest spread                                  6.80%                                  7.53%
    Net interest margin                                  6.95%                                  7.72%
  <FN>
  (1)Includes assets held and available for sale and nonaccrual loans and
      leases.
  (2)Interest and average rate for tax-free securities computed on a tax
      equivalent basis using a statutory rate of 35%.
  (3)Combination of owned interest earning assets/owned interest-bearing
      liabilities and securitized credit card assets/liabilities.
  </TABLE>
  <PAGE>
  <TABLE>
  INTEREST RATE ANALYSIS
  <CAPTION>                                        
                                                    Six Months Ended June 30,
                                          1994                                   1993
                            Average                     Yield/      Average                   Yield/
                            Balance (1)      Interest    Rate       Balance (1)    Interest    Rate
  <S>                       <C>              <C>        <C>         <C>            <C>        <C>
  On-balance sheet                                                                          
  Credit cards              $1,115,658       $ 58,210   10.44%      $  776,851     $ 48,749   12.55%
  Mortgage loans               127,038          5,361    8.51          186,197        9,493   10.28
  Leases                        49,453          3,652   14.77           58,693        5,176   17.64
  Other loans                    3,707            135    7.34            1,698           81    9.62
  Gross receivables          1,295,856         67,358   10.41        1,023,439       63,499   12.42
  Investments (2)              602,759         13,912    4.63          559,582       12,956    4.64
  Total interest earning                                                                    
   assets                   $1,898,615       $ 81,270    8.57%      $1,583,021     $ 76,455    9.67%
                                                                                            
  Interest-bearing                                                                          
   liabilities              $1,747,496       $ 42,335    4.83%      $1,498,138     $ 39,894    5.36%
                                                                                            
  Net interest spread                                    3.74%                                 4.31%
  Net interest margin                                    4.07%                                 4.59%
                                                                                            
  Off-balance sheet                                                                         
  Credit cards              $2,954,347                              $1,893,455                 
  Mortgage loans             1,057,728                                 803,116                 
  Leases                       129,219                                  80,908                 
  Total average                                                                             
   securitized receivables  $4,141,294                              $2,777,479
  Total average managed                                                                     
   receivables              $5,437,150                              $3,800,918
                                                                                            
  Managed Net Interest                                                                      
  Analysis (3):
  Interest earning assets   $4,852,962       $292,669   12.06%      $3,476,476     $224,800   12.94%
  Interest-bearing                                                                          
   liabilities              $4,701,843       $118,883    5.05%      $3,391,593     $ 90,187    5.33%
                                                                                            
    Net interest spread                                  7.01%                                 7.61%
    Net interest margin                                  7.15%                                 7.73%
  <FN>
  (1)Includes assets held and available for sale and nonaccrual loans and
      leases.
  (2)Interest and average rate for tax-free securities computed on a tax
      equivalent basis using a statutory rate of 35%.
  (3)Combination of owned interest earning assets/owned interest-bearing
      liabilities and securitized credit card assets/liabilities.
  </TABLE>
          <PAGE>
The effects of the amortization of deferred origination costs, deferred
fees and tax equivalent interest on net interest income were as follows:

                                   Three Months Ended     Six Months Ended
                                       June 30,               June 30,
                                    1994      1993         1994      1993
     Net interest income before                                          
      amortization of deferred                                           
      origination costs and                                              
      fees and including tax                                             
      equivalent interest        $18,416    $19,816      $38,935    $36,561
    Amortization of deferred                                                
     origination costs, net of                                           
     deferred fees                (9,395)      (959)     (15,006)    (1,924)
    Tax equivalent interest         (458)      (145)        (886)      (162)
                                                                      
    Net interest income          $ 8,563    $18,712     $ 23,043    $34,475


PROVISION FOR CREDIT LOSSES

The provision for credit losses for the second quarter of 1994 was $15.4
million compared to $6.4 million for the comparable period of 1993.  For
the six month period ended June 30, 1994, the provision for credit losses
was $22.3 million compared to $13.5 million for the six months of 1993.
Despite lower charge-offs on owned receivables, which on a consolidated
basis were 2.3% of average receivables for the first six months of 1994
versus 2.8% a year ago, the Company provided an additional $10 million of
general reserves in the second quarter of 1994.  At June 30, 1994, the
general reserve was $18.8 million.  The owned impaired asset level was
$48.7 million or 3.7% of receivables at June 30, 1994 compared to $23.9
million or 2.0% of receivables a year ago.  This increase was due to
several transactions in which the Company repurchased nonperforming
mortgage loans from the securitization trusts, in order to lower net
funding costs on these managed assets.  The Company repurchased
$45 million of nonperforming mortgages during the first half of 1994 and
transferred approximately $11 million of off-balance sheet recourse
reserves to on-balance sheet reserves as a result of these transactions.
These repurchases increased the owned impaired asset level while having
no impact on either the level of managed impaired assets or the provision
for credit losses. (See also Asset Quality below).

ASSET QUALITY

The reserve for credit losses is maintained for on-balance sheet
receivables.  The reserve is intended to cover credit losses inherent in
the owned loan portfolio.  With regard to securitized assets, anticipated
losses and related recourse reserves are reflected in the calculations of
securitization income, amounts due from credit card securitizations and
other assets.  Recourse reserves are intended to cover all probable
credit losses over the life of the receivables securitized.  The Company
periodically evaluates its on-balance sheet and recourse reserve
requirements and, as appropriate, effects transfers between these accounts.
<PAGE>
The reserve for credit losses on a consolidated owned basis was $50.2
million or 3.8% of receivables at June 30, 1994 up from $31.2 million or
2.4% of receivables at December 31, 1993 and $37.2 million or 3.1% of
receivables at June 30, 1993.  Due to the increase in the proportion of
owned impaired mortgages, which have a lower level of reserve coverage,
the consolidated coverage of impaired assets dropped to 103.1% at June
30, 1994 from 138.6% at year end 1993 and 155.8% at June 30, 1993.

On the total managed portfolio, impaired assets were $90.9 million or 1.5%
of receivables at June 30, 1994, versus $95.1 million or 1.8% of
receivables at December 31, 1993 and $89.0 million or 2.2% of receivables
at June 30, 1993.  A key credit quality statistic, the 30+ day delinquency
rate on managed credit cards, dropped to 2.0% at June 30, 1994 from 2.9% a
year ago and is at its lowest level in over five years.

On the total owned portfolio, impaired assets were $48.7 million or  3.7%
of receivables at June 30, 1994, compared to $22.5 million or 1.8% of
receivables and $23.9 million or 2.0% of receivables at December 31, 1993
and June 30, 1993, respectively.  This increase was due to the repurchase
of the nonperforming mortgages from the securitization trusts.

The total managed charge-off rate for the first six months of 1994 was
2.5%, down from 2.9% for the full year of 1993 and 3.2% for the first six
months of 1993.  The charge-off rate on managed credit cards was 2.7% for
the first six months of 1994, down from 3.5% for the full year 1993 and
4.0% for the comparable 1993 period.  The Company believes that charge-offs
on mortgages will remain at approximately the current levels throughout
1994.

The charge-off rate on owned receivables on a consolidated basis was 2.3%
of average receivables for the first six months of 1994, down from 2.4% for
the full year 1993 and 2.8% a year ago.  The charge-off rate on owned
credit cards was 2.0% for the first six months of 1994, down from 2.6% for
the full year 1993 and 3.4% for the comparable 1993 period.
 
The following tables provide a summary of impaired assets, delinquencies
and charge-offs, as of and for the year-to-date periods indicated.
 <PAGE>
                                              June    December     June
                                               30,       31,        30,
   CONSOLIDATED - MANAGED                     1994      1993       1993
                                                                 
   Nonperforming assets                     $63,062   $ 63,589   $ 61,991
   Accruing loans past due 90 days or more   27,831     31,514     26,992
   Impaired assets                           90,893     95,103     88,983
   Total loans 30 days or more delinquent   173,725    186,297    173,463
   As a percentage of gross receivables:                     
    Nonperforming assets                        1.1%       1.2%       1.5%
    Accruing loans past due 90 days or more      .5         .6         .7
    Impaired assets                             1.5        1.8        2.2
    Total loans 30 days or more delinquent      2.9        3.6        4.2
   Net charge-offs:                                          
    Amount                                  $67,859   $122,715   $ 60,644
    As a percentage of average gross                         
     receivables(annualized)                    2.5%       2.9%       3.2%
  CREDIT CARDS - MANAGED                                     
   Nonperforming assets                     $13,885   $ 10,881   $  7,984
   Accruing loans past due 90 days or more   27,793     31,489     26,953
   Impaired assets                           41,678     42,370     34,937
   Total loans 30 days or more delinquent    89,306     94,035     84,092
   As a percentage of gross receivables:                     
    Nonperforming assets                         .3%        .3%        .3%
    Accruing loans past due 90 days or more      .6         .8         .9
    Impaired assets                              .9        1.1        1.2
    Total loans 30 days or more delinquent      2.0        2.4        2.9
   Net charge-offs:                                          
    Amount                                  $55,862   $105,966   $ 54,512
    As a percentage of average gross                         
     receivables(annualized)                    2.7%       3.5%       4.0%
  MORTGAGE LOANS - MANAGED                                   
   Nonperforming assets                     $47,396   $ 50,418   $ 50,437
   Total loans 30 days or more delinquent    69,086     75,747     74,623
   As a percentage of gross receivables:                     
    Nonperforming assets                        3.9%       4.4%       4.7%
    Total loans 30 days or more delinquent      5.6        6.6        7.0
   Net charge-offs:                                          
    Amount (1)                              $10,366   $ 13,991   $  4,818
    As a percentage of average gross                         
     receivables(annualized) (1)                1.7%       1.3%       1.0%
  LEASES - MANAGED                                           
   Nonperforming assets                     $ 1,771   $  2,290   $  3,570
   Total loans 30 days or more delinquent    15,239     16,476     14,691
   As a percentage of receivables:                           
    Nonperforming assets                         .9%       1.3%       2.6%
    Total loans 30 days or more delinquent      7.6        9.7       10.6
   Net charge-offs:                                          
    Amount                                  $ 1,648   $  2,759   $  1,299
    As a percentage of average receivables                      
     (annualized)                               1.8%       1.9%       1.9%

(1)  Restated, where necessary, to exclude interest advances on the
     serviced portfolio to be consistent with presentation of owned
     portfolio.
   <PAGE>
                                               June    December     June
                                                30,       31,        30,
  CONSOLIDATED - OWNED                         1994      1993       1993
   Reserve for credit losses                 $50,222   $31,227    $37,165
   Nonperforming assets                       41,783    11,487     13,648
   Accruing loans past due 90 days or more     6,907    11,038     10,206
   Impaired assets                            48,690    22,525     23,854
   Reserve as a percentage of impaired assets  103.1%    138.6%     155.8%
   As a percentage of gross receivables:                        
    Reserve                                      3.8%      2.4%       3.1%
    Nonperforming assets                         3.1        .9        1.2
    Accruing loans past due 90 days or more       .5        .9         .9
    Impaired assets                              3.7       1.8        2.0
   Net charge-offs:  
    Amount                                   $14,603   $26,776    $14,224
    As a percentage of average gross                            
     receivables(annualized)                     2.3%      2.4%       2.8%
  CREDIT CARDS - OWNED                                          
   Reserve for credit losses                 $18,125   $25,859    $23,876
   Nonperforming assets                        2,875     3,062      2,288
   Accruing loans past due 90 days or more     6,869    11,013     10,167
   Impaired assets                             9,744    14,075     12,455
   Reserve as a percentage of impaired assets  186.0%    183.7%     191.7%
   As a percentage of gross receivables:                        
    Reserve                                      1.6%      2.3%       2.4%
    Nonperforming assets                          .2        .3         .2
    Accruing loans past due 90 days or more       .6       1.0        1.0
    Impaired assets                               .8       1.2        1.3
   Net charge-offs:                                             
    Amount                                   $11,074   $23,623    $13,096
    As a percentage of average gross                            
     receivables(annualized)                     2.0%      2.6%       3.4%
  MORTGAGE LOANS - OWNED (1)                                    
   Reserve for credit losses                 $11,953   $ 2,706    $ 3,166
   Nonperforming assets                       38,453     7,090      9,292
   Reserve as a percentage of impaired assets   31.1%     38.2%      34.1%
   As a percentage of gross receivables:                        
    Reserve                                     10.6%      3.0%       2.3%
    Nonperforming assets                        34.1       7.8        6.6
   Net charge-offs:                                             
    Amount                                   $ 3,145   $ 2,207    $   633
    As a percentage of average gross                            
     receivables(annualized)                     5.0%      1.4%        .7%
  LEASES - OWNED                                                
   Reserve for credit losses                 $ 1,385   $ 1,826    $ 1,448
   Nonperforming assets                          445     1,335      2,068
   Reserve as a percentage of impaired assets  311.2%    136.8%      70.0%
   As a percentage of receivables:                              
    Reserve                                      2.4%      3.6%       2.3%
    Nonperforming assets                          .8       2.6        3.2
   Net charge-offs:                                             
    Amount                                   $   401   $   947    $   480
    As a percentage of average receivables                      
     (annualized)                                1.6%      1.6%       1.6%

(1) Beginning March 1994, the Company initiated a program for repurchasing
   nonperforming assets from the securitized portfolios  (see "Provision
   for Credit Losses").
   <PAGE>
NONINTEREST REVENUES
                                  Three Months Ended      Six Months Ended
                                      June 30,               June 30,
                                   1994      1993         1994       1993
  Gain on sale of credit cards   $ 18,352   $     0     $ 18,352   $      0
  Other noninterest revenues:                                            
   Credit card securitization                                            
    income                         49,824    27,939       95,048     57,394
   Credit card servicing                                                 
    income                         15,336     9,397       29,136     18,690
   Income from mortgage                                                  
    banking activities              8,587     8,851       16,792     17,236
   Leasing revenues, net            5,787     1,319       10,380      2,665
   Other credit card revenues       3,253     2,511        6,501      4,808
   Insurance revenues, net          3,056     2,058        5,966      4,141
   Credit card interchange                                               
    income                          2,992     4,981        4,448      7,803
   Other                              319     1,282          663      2,652
  Total other noninterest                                             
   revenues                      $ 89,154   $58,338     $168,934   $115,389
                                                                      
  Total noninterest revenues     $107,506   $58,338     $187,286   $115,389

For the second quarter of 1994, noninterest revenues increased 84% to
$107.5 million from $58.3 million for the same period of 1993.  During the
quarter, the Company sold $150 million of credit card customer relationships
from a securitization trust.  The Company will continue to service the
receivables until the securitization trust terminates, which is anticipated
to occur in the second quarter of 1995.  The Company recorded a gain of
$18.4 million on this transaction.  (See Note 14 of Notes to Consolidated 
Condensed Financial Statements.)  Excluding this gain, other noninterest 
revenues of $89.2 million increased $30.9 million or 53% from the second 
quarter of 1993. Securitization income increased $21.9 million or 78% as 
average securitized credit card receivables grew 64% from the comparable 
quarter of 1993 and interchange income paid to the credit card trusts 
(included in securitization income) also increased.  Securitization income 
as an annualized percentage of average securitized credit card receivables 
was 6.4% for the second quarter of 1994 versus 5.9% for the second quarter 
of 1993.  Credit card servicing income increased $5.9 million due to higher 
securitized balances.  Leasing revenues, net, increased $4.5 million 
primarily due to a 73% growth in average securitized lease receivables from 
the comparable quarter of 1993.  Credit card interchange income represents 
approximately 1.4% of credit card purchases less amounts paid to the 
securitization trusts, which amounts range from 1% to 2% of securitized 
balances and are included in credit card securitization income.  Interchange 
income decreased $2.0 million due to a higher level of interchange fees being 
included in credit card securitization income, as well as an increase in the 
volume of balance transfer activity which yields no interchange income.  Other 
income declined $1.0 million primarily due to $.9 million of securities gains
included in the second quarter of 1993.

For the six month period ended June 30, 1994, noninterest revenues rose to
$187.3 million from $115.4 million for the comparable 1993 period, a 62%
increase.  This improvement resulted from the gain on sale of credit cards,
as well as a 56% growth in average securitized credit card receivables and
a 60% growth in average securitized lease receivables.
<PAGE>
OPERATING EXPENSES
                                Three Months Ended     Six Months Ended
                                     June 30,              June 30,
                                  1994      1993         1994      1993
  Salaries and employee                                                 
   benefits                     $21,460   $15,671      $42,023   $30,070
  Marketing                      11,976     5,037       18,360     9,428
  External processing             5,349     3,828       10,006     7,414
  Credit card fraud losses        4,737     3,482        8,244     6,787
  Postage                         3,052     2,333        5,753     4,591
  Equipment expense               2,291     1,464        4,346     2,840
  Occupancy expense               2,076     1,488        3,863     3,012
  Professional fees               1,824     2,119        3,576     4,815
  Telephone expense               1,804     1,288        3,597     2,458
  Credit and collection                                                 
   expense                        1,769     1,748        3,435     3,424
  Other                           3,684     3,193        5,184     6,819
  Total operating expenses      $60,022   $41,651     $108,387   $81,658

Operating expenses of $60.0 million for the three months ended June 30,
1994 increased 44% from $41.7 million for the same period of 1993.
Operating expenses as a percentage of average managed receivables were
4.27% for the second quarter of 1994, flat with the comparable 1993 period.
Included in expenses for the second quarter of 1994 was approximately $9
million of marketing and developmental expenses related to new initiatives.
The remainder of the growth in operating expenses was driven by a 44%
growth in average managed receivables.  As a result, the Company
experienced an increase in salaries and employee benefits with a 20%
increase in the number of employees from 1,414 at June 30, 1993 to 1,693 at
June 30, 1994 to effectively service the current and anticipated account
growth.  Other expenses, including postage, telephone expense and external
processing increased consistent with the increase in the number of credit
card accounts managed.

For the first six months of 1994, operating expenses increased 33% to
$108.4 million from $81.7 million for the same 1993 period.  Average
managed receivables grew 43% over the same period of time.  Operating
expenses as a percentage of average managed receivables were 3.99% for the
six months ended June 30, 1994, down from 4.30% for the six months ended
June 30, 1993.


LIQUIDITY AND CAPITAL RESOURCES

The Company's goal is to maintain an adequate level of liquidity, both
long- and short-term, through active management of both assets and
liabilities.  During the first six months of 1994, the Company, through its
subsidiaries, securitized $550 million of credit card receivables,  $183
million of mortgage loans and $43 million of equipment lease receivables.
Cash generated from these transactions was temporarily invested in
short-term, high quality investments at money market rates awaiting
redeployment to pay down deposits and to fund future credit card, mortgage
and lease receivable growth.  At June 30, 1994, the Company had
approximately $967 million of loan and lease receivables and $297 million
of investments available for sale which could be sold to generate
additional liquidity.
<PAGE>
During 1993, the debt securities of Advanta Corp. achieved investment-grade
ratings from the nationally recognized rating agencies.  These ratings have
allowed the Company to further diversify its funding sources.  As a result,
in 1994 the Company obtained a revolving credit facility totaling $255
million from a consortium of banks.  In November 1993, the Company filed a
shelf registration statement with the Securities and Exchange Commission
for $1 billion of debt securities, and subsequently sold $150 million of
three-year notes in the fourth quarter of 1993 and has sold $90 million of
medium-term notes under this registration statement through the second
quarter of 1994.  The Company anticipates selling up to an additional $410
million of medium-term notes as needed.

Due to the continued success in marketing credit cards, the Company
anticipates that its marketing and developmental expenditures in 1994 will
be substantially higher than those of 1993, in order to sustain the rapid
growth in managed credit card receivables.  While there can be no assurance
that this strategy will in fact result in continued rapid receivable
growth, the Company believes that, in light of current market conditions,
the Company's credit card offers will continue to appeal to consumers and
will thus enable the Company to continue to increase its share of the
domestic bank credit card market. The Company added 570,000 new credit card
accounts during the first six months of 1994, and now manages over 3
million credit card accounts, a 33% increase from a year ago.  Credit card
sales through June 30, 1994 were $3.6 billion, a 46% increase over the $2.4
billion generated in the first six months of 1993.  Subsequent to June 30,
1994, the Company securitized $750 million of credit card receivables, $200
million of which were previously included in securitized receivables,
generating additional funding for future asset growth.

ASSET/LIABILITY MANAGEMENT

The Company attempts to minimize the impact of market interest rate
fluctuations on net interest income and net income by regularly evaluating
the risk inherent in its asset and liability structure, including
securitized assets.  The risk arises from continuous changes in the
Company's asset/liability mix, market interest rates, the yield curve,
prepayment trends, and the timing of cash flows.  Computer simulations are
used to evaluate net interest income volatility under varying rate, spread
and volume assumptions over monthly time periods of up to two years.

In managing its rate sensitivity position, the Company periodically
securitizes, sells and purchases assets, alters the mix and term structure
of its retail and institutional funding base, and complements its basic
business activities by changing the investment portfolio and short-term
asset positions.  The Company has primarily utilized variable rate funding
in pricing its credit card securitization transactions in an attempt to
match the pricing dynamics of the underlying receivables sold to the
trusts.  Although credit card receivables are priced at a spread over the
prime rate, they generally contain interest rate floors.  These floors have
the impact of converting the credit card receivables to fixed rate
receivables in a low interest rate environment.  In instances when a
significant portion of credit card receivables are at their floors, the
Company may convert part of the underlying funding to a fixed rate by using
interest rate hedges, swaps and fixed rate securitizations.  In pricing
mortgage and lease securitizations, both fixed rate and variable rate
funding are used depending upon the characteristics of the underlying
receivables.
 <PAGE>
Interest rate fluctuations affect net interest income at virtually all
financial institutions.  While interest rate volatility does have an effect
on net interest income, other factors also contribute significantly to
changes in net interest income.  Specifically, within the credit card
portfolio, pricing decisions and customer behavior regarding convenience
usage impact the yield on the portfolio.  These factors may counteract or
exacerbate income changes due to fluctuating interest rates.  The Company
closely monitors interest rate movements, competitor pricing and consumer
behavioral changes in its ongoing analysis of net interest income
sensitivity.
  <PAGE>







                        PART II - OTHER INFORMATION
     
     
     Item 6. Exhibits and Reports on Form 8-K.
     
        (a)  The following exhibits are being filed with this Report:
        
             10(a) Agreement of Limited Partnership of Advanta Partners
                   LP, dated as of May 6, 1994.
             
             10(b) Employment Agreement by and between Advanta Partners LP
                   and Anthony P. Brenner, made as of May 6, 1994.

        (b)  A report on Form 8-K, dated July 20, 1994, was filed
             by the Company setting forth the financial highlights of
             the Company's results of operations for the period ended
             June 30, 1994.  A Financial Data Schedule was included as an
             exhibit in this Form 8-K.
     
     
                                     
                                     
                                                   <PAGE>
                                     
                                     
                                SIGNATURES


          Pursuant to the requirements of the Securities Exchange Act
     
     of 1934, the registrant has duly caused this report to be signed
     
     on its behalf by the undersigned thereto duly authorized.
     
                                             Advanta Corp.
     
                                             (Registrant)

    August 11, 1994                 By  /s/David Wesselink
                                        Senior Vice President and
                                        Chief Financial Officer
     
    August 11, 1994                 By  /s/John J. Calamari
                                        Vice President, Finance and
                                        Principal Accounting Officer

    
    
                                     
                                     
                                     
 <PAGE>
                                    
                                     
                                     
                               EXHIBIT INDEX
                                     
                                     
    Exhibit                       Description
    
        2                          Inapplicable.

        4                          Inapplicable.

     10(a)                         Agreement of Limited Partnership
                                   of Advanta Partners LP, dated as
                                   of May 6, 1994 (filed herewith).
     
     10(b)                         Employment Agreement by and between
                                   Advanta Partners LP and Anthony P.           
                                   Brenner, made as of May 6, 1994   
                                   (filed herewith).
                                                           
       11                          Inapplicable.

       15                          Inapplicable.

       18                          Inapplicable.

       19                          Inapplicable

       22                          Inapplicable.

       23                          Inapplicable.

       24                          Inapplicable.

       27                          Inapplicable.

       99                          Inapplicable.




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