ADVANTA CORP
10-Q, 1995-08-11
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, 1995 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, 1995
 Common Stock, $.01 par value               17,441,114 shares
         Class B                     Outstanding at August 1, 1995
 Common Stock, $.01 par value               23,816,584 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                                13

     Part II - Other Information                          27

     <PAGE>

                    ADVANTA CORP. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED BALANCE SHEETS
                        (Dollars in thousands)

                                             June 30,        December 31,
                                               1995              1994
ASSETS                                     (Unaudited)      
Cash                                        $   43,953       $   43,706
Federal funds sold and interest-bearing                                
 deposits with banks                           366,185          352,902
Investments available for sale                 302,977          318,759
Loan and lease receivables, net:                                       
 Available for sale                            660,974          573,076
 Other loan and lease receivables, net       1,229,554        1,406,378
Total loan and lease receivables, net        1,890,528        1,979,454
Premises and equipment, net                     34,516           33,219
Amounts due from credit card securitizations   164,947          144,483  
Other assets                                   254,992          240,525
                                                                       
   Total assets                             $3,058,098       $3,113,048
                                                                       
LIABILITIES                                                            
Deposits                                    $1,097,581       $1,159,358
Debt and other borrowings                    1,335,397        1,403,128
Other liabilities                              114,272          108,872
                                                                       
   Total liabilities                         2,547,250        2,671,358
                                                                       
STOCKHOLDERS' EQUITY                                                   
Class A preferred stock, $1,000 par                                    
 value: authorized, issued and                                        
 outstanding -- 1,010 shares in 1995                                  
 and 1994                                        1,010            1,010
Class B preferred stock, $.01 par                                      
 value: authorized -- 1,000,000 shares
 in 1995 and 1994; none issued
Class A common stock, $.01 par value:                                  
 authorized -- 200,000,000 shares;                                    
 issued -- 17,441,924 shares in 1995                                  
 and 17,347,468 in 1994                            174              173
Class B common stock, $.01 par value:                                  
 authorized -- 200,000,000 shares;                                    
 issued -- 23,805,822 in 1995 and                                     
 23,131,498 in 1994                                238              231
Additional paid in capital, net                182,966          176,465
Retained earnings, net                         326,712          263,811
Less: Treasury stock at cost, 10,431                                   
 Class B common shares in 1995                   (252)                0
                                                            
   Total stockholders' equity                  510,848          441,690
                                                                       
   Total liabilities and stockholders'                                 
    equity                                  $3,058,098       $3,113,048

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,
                               1995       1994        1995       1994
                                 (Unaudited)           (Unaudited)
Interest income:                                                       
 Loans and leases            $ 38,044   $ 32,325    $ 86,569   $ 66,979
 Investments                   10,513      7,020      21,394     13,046
Total interest income          48,557     39,345     107,963     80,025
                                                                       
Interest expense:                                                      
 Deposits                      14,650     11,485      29,306     23,920
 Other debt                    20,921     10,095      44,375     18,415
Total interest expense         35,571     21,580      73,681     42,335
                                                                       
Net interest income            12,986     17,765      34,282     37,690
                                                                       
Provision for credit losses     8,583     15,434      17,508     22,263
                                                                       
Net interest income after                                              
 provision for credit losses    4,403      2,331      16,774     15,427
                                                                       
Noninterest revenues:                                                  
 Gain on sale of credit cards       0     18,352           0     18,352
 Other noninterest revenues   130,849     89,154     245,072    168,934
Total noninterest revenues    130,849    107,506     245,072    187,286
                                                                       
Operating expenses:                                                    
 Amortization of credit card                                           
  deferred origination                                                 
  costs, net                   16,717      9,202      32,118     14,647
 Other operating expenses      67,154     60,022     129,894    108,387
Total operating expenses       83,871     69,224     162,012    123,034
                                                                       
Income before income taxes     51,381     40,613      99,834     79,679
                                                                       
Provision for income taxes     17,981     14,856      35,651     28,998
                                                                       
Net income                   $ 33,400   $ 25,757    $ 64,183   $ 50,681
                                                                       
Earnings per common share    $    .80   $    .63    $   1.54   $   1.23
                                                                       
Weighted average common                                                
 shares outstanding            41,772     41,173      41,594     40,957

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,
                                                      1995         1994
OPERATING ACTIVITIES                                     (Unaudited)
Net income                                          $   64,183  $   50,681
Adjustments to reconcile net income to net                      
 cash provided by operating activities:                         
  Proceeds from sales/securitizations of                        
   receivables                                       1,767,791     865,458
  Equity securities gain                                (3,469)          0
  Purchase of mortgage/lease portfolios               (149,166)    (57,294)
  Principal collected on mortgages                      12,794      11,206
  Mortgages made to customers                         (203,574)   (246,489)
  Depreciation and amortization of intangibles           4,955       3,605
  Provision for credit losses                           17,508      22,263
  Change in other assets and amounts due from                   
   credit card securitizations                         (46,479)      4,772
  Change in other liabilities                           18,379      27,039
  Gain on securitization of mortgages and leases       (15,550)    (14,046)
Net cash provided by operating activities            1,467,372     667,195
INVESTING ACTIVITIES                                            
 Purchase of investments available for sale           (257,393) (1,168,013)
                                                             
 Proceeds from sales of investments available for               
  sale                                                 251,096     503,866
 Proceeds from maturing investments available for               
  sale                                                  36,709     667,516
 Change in fed funds sold and interest-bearing                  
  deposits                                               1,984      13,968
 Change in credit card receivables, excluding sales (1,274,811)   (597,337)
 Change in premises and equipment                       (6,047)     (7,563)
 Excess of cash collections over income recognized              
  on direct financing leases                             9,397       9,271
 Equipment purchased for direct financing lease                 
  contracts                                           (107,732)    (70,606)
 Net change in other loans                                 135        (108)
Net cash used by investing activities               (1,346,662)   (649,006)
                                                   
FINANCING ACTIVITIES                                            
 Change in demand and savings deposits                  (9,597)    113,617
 Proceeds from deposits sold                            30,018           0
 Proceeds from sales of time deposits                  256,655     139,533
 Payments for maturing time deposits                  (338,853)   (467,026)
 Change in repurchase agreements/other borrowings     (118,374)    140,000
 Proceeds from issuance of subordinated debt            23,224      15,919
 Payments on redemption of subordinated debt           (25,354)    (26,565)
 Proceeds from issuance of medium-term notes           185,026      75,026
 Proceeds from issuance of notes payable               263,022       2,300
 Repayment of notes payable                           (383,000)     (9,787)
                                                   
 Proceeds from issuance of stock                         3,023       3,051
 Cash dividends paid                                    (6,253)     (4,616)
Net cash used by financing activities                 (120,463)    (18,548)
Net increase/(decrease) in cash                            247        (359)
Cash at beginning of period                             43,706      31,162
Cash at end of period                                $  43,953  $   30,803
                                   
       See Notes to Consolidated Condensed Financial Statements
<PAGE>
                        ADVANTA CORP. AND SUBSIDIARIES
         NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                        (Dollars in thousands)

                             June 30, 1995

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, 1995 and December
   31, 1994, the results of their operations for the three and six
   month periods ended June 30, 1995 and 1994, and their cash flows
   for the three and six month periods ended June 30, 1995 and 1994.
   The results of operations for the three and six month periods
   ended June 30, 1995 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.  With respect to operating expenses, the Company
   is including the amortization of credit card deferred origination
   costs, net of deferred fees, in operating expenses rather than as
   a component of interest income as these net costs are linked to
   the privilege period of the cards and not to the credit card
   receivables.
   
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. Debt and equity securities classified as
   available for sale are reported at market value.  Unrealized gains
   and losses on these securities (except those held by the Company's
   venture capital unit, Advanta Partners LP) are reported as a
   separate component of stockholders' equity and included in
   retained earnings.  Changes in the fair value of Advanta Partners
   LP investments are reported in noninterest revenues as equity
   securities gains under fair value accounting.

3) Loan and lease receivables available for sale represent
   receivables currently on the balance sheet 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,
                                               1995            1994
     Gross loan and lease receivables      $1,867,799      $1,964,444
                                                                     
     Add: Deferred origination costs,                                
          net of deferred fees                 62,504          56,627
                                                                     
     Less: Reserve for credit losses          (39,775)        (41,617)
                                                                     
     Loan and lease receivables, net       $1,890,528      $1,979,454
                                                                     
     Number of Accounts:                                             
      Credit cards                            549,980         337,662
      Other loans and leases                    9,763          14,034
      Total                                   559,743         351,696
<PAGE>

     Receivables and accounts serviced for others consisted of the
     following:
                                     June 30,       December 31,
                                       1995            1994
      Receivables:                                            
       Credit cards                $5,915,084       $4,808,257
       Mortgage loans               1,348,134        1,203,226
       Leases                         239,608          179,310
       Total                       $7,502,826       $6,190,793
                                                              
      Number of Accounts:                                     
       Credit cards                 3,657,952        3,490,354
       Mortgage loans                  26,311           24,668
       Leases                          49,745           35,537
       Total                        3,734,008        3,550,559
                                                              

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 $36.3 million and $25.4 million in the first six months of
   1995 and 1994, respectively.

   The Company amortizes deferred credit card origination costs under
   Issue 93-1 of the Emerging Issues Task Force ("EITF Issue 93-1")
   of the Financial Accounting Standards Board regarding the
   acquisition of individual credit card accounts from independent
   third parties.  EITF Issue 93-1 stated 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.  Direct origination costs incurred related to
   credit card account originations initiated after EITF Issue 93-1
   are deferred and amortized over 12 months.  Costs incurred for
   originations which were initiated prior to EITF Issue 93-1 will
   continue to be amortized over a 60 month period as was the
   practice prior to the EITF 93-1 consensus.
   
   <PAGE>

   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,
                                         1995                  1994
      Balance, beginning of period    $ 41,617              $ 31,227
                                                                     
         Current provision              17,508                34,198
                                                                     
         Transfer of recourse                                        
          reserves to on-balance                                     
          sheet reserves                     0                11,485
                                                                     
         Net charge-offs               (19,350)              (35,293)
                                                                     
      Balance, end of period          $ 39,775              $ 41,617
                                                                     

7) At June 30, 1995 and December 31, 1994, the Company had $164.9
   million and $144.5 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 is subject to liens held
   by the providers of credit enhancement facilities for the
   respective securitizations.
<PAGE>
8) Selected Balance Sheet Information
     
     Other Assets
                                          June 30,     December 31,
                                            1995          1994
    Excess mortgage servicing rights     $ 82,745       $ 73,223
    Accrued interest receivable            42,848         39,353
    Prepaid assets                         34,228         28,516
    Investments in operating leases        11,791         13,123
    Deferred costs                          9,962          9,500
    Excess servicing - leasing              8,373          5,949
    Due from trustees - mortgage            7,812          6,295
    Current and deferred federal                                
     income taxes                           9,102         18,658
    Goodwill                                5,140          5,318
    Other real estate owned                 3,982          4,564
    Due from trustees - leasing             2,490          2,010
    Other                                  36,519         34,016
    Total other assets                   $254,992       $240,525

     
     Other Liabilities
                                          June 30,     December 31,
                                            1995          1994
  Deferred fees and other reserves       $ 36,033       $ 42,855
  Accounts payable and accrued                                  
      expenses                             27,540         31,380
  Accrued interest payable                 23,855         10,640
  Current and deferred state income                             
      taxes                                 9,306          6,813
  Other                                    17,538         17,184
  Total other liabilities                $114,272       $108,872


9) Income tax expense reflects an effective tax rate of approximately
   35.0% and 35.7%, for the three and six month periods ended June
   30, 1995, compared to 36.6% and 36.4% for the comparable 1994
   periods.  The Company accounts for income taxes under the
   Statement of Financial Accounting Standards No. 109, "Accounting
   for Income Taxes" ("SFAS 109").
   
   Income tax expense consisted of the following components:

                        Three Months Ended        Six Months Ended
                             June 30,                 June 30,
                           1995       1994          1995       1994
   Current:                                                           
    Federal              $17,518     $18,212      $32,087     $30,476
    State                    392       2,224        3,518       4,496
   Total current          17,910      20,436       35,605      34,972
                                                           
   Deferred:                                                 
    Federal                 (623)     (5,205)        (529)     (6,224)
    State                    694        (375)         575         250
   Total deferred             71      (5,580)          46      (5,974)
                                                           
   Total tax expense     $17,981     $14,856      $35,651     $28,998
<PAGE>
    
   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,
                            1995        1994         1995       1994
     Statutory federal                                       
      income tax          $17,983     $14,228      $34,942     $27,901
     State income taxes       706       1,202        2,660       3,085
     Tax-free income         (315)       (241)        (594)       (569)
     Other                   (393)       (333)      (1,357)     (1,419)
                                                             
     Consolidated tax                                        
      expense             $17,981     $14,856      $35,651     $28,998
   
   
   The net deferred tax asset is comprised of the following:

                                   June 30,       December 31,
                                     1995             1994
   Deferred taxes:                                  
                                                   
     Gross assets                 $ 73,641          $ 78,602
                                                   
     Gross liabilities             (56,315)          (52,344)
                                                   
   Total deferred taxes           $ 17,326          $ 26,258
                                                   
   
   The Company did not record any valuation allowances against
   deferred tax assets at June 30, 1995 and December 31, 1994.
   
   The tax effect of significant temporary differences representing
   deferred tax assets and liabilities is as follows:
   
                                      June 30,        December 31,
                                       1995               1994
                                                     
     SFAS 91                         $(22,204)         $(20,034)
     Loan losses                       17,540            14,965
     Mortgage banking income           10,702            10,174
     Securitization income            (30,977)          (28,949)
     Leasing income                    33,933            42,473
     Insurance underwriting            (3,134)           (3,361)
     Deferred compensation              1,902             1,388
     Mark to market adjustment          1,556             3,021
     Change in accounting method        1,109             1,008
     Other                              6,899             5,573
     Net deferred tax asset          $ 17,326          $ 26,258
<PAGE>

10) The Company has adopted several management incentive plans
    designed to provide incentives to participating employees to
    remain in the employ of the Company and devote themselves to its
    success.  Under these plans, certain eligible employees were
    required and others were given the opportunity to elect to take
    portions of their anticipated or "target" bonus payments for
    future years in the form of restricted shares of common stock.
    The restricted shares 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, 1995, a total of 1,314,059 shares
    issued under these plans were subject to restrictions and were
    included in the number of shares outstanding.  These shares are
    considered common stock equivalents in the calculation of earnings
    per common share.

    Deferred compensation of $22.8 million and $14.2 million related 
    to these shares of restricted stock is reflected as a reduction of 
    equity at June 30, 1995 and December 31, 1994, respectively.

11) In April 1994, the Company, through its subsidiary, Colonial
    National Bank USA ("Colonial National" or the "Bank"), 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). In the second quarter of 1994, the Company
    recorded an $18.4 million pretax gain on the sale related to the
    value associated with the customer relationships.  In addition,
    the Company deferred a portion of the proceeds related to the
    excess spread of the receivables over the remaining life of the
    securitization trust, which terminated in the second quarter of
    1995.  These proceeds were recognized as securitization income
    over the related period.  While the accounts related to these
    customer relationships were transferred to NationsBank upon
    termination of the securitization trust, these accounts were
    serviced by Colonial National at market rates until the systems
    conversion to NationsBank was completed, which occurred in July
    1995.
<PAGE>

12) The following table shows the calculation of earnings per common
    share:
   
                             Three Months Ended        Six Months Ended
                                  June 30,                 June 30,
                               1995       1994          1995       1994
 Net income                 $33,400    $25,757       $64,183    $50,681
 less: preferred dividends        0          0          (141)      (141)
                                                                        
 Net income available                                                  
   to common shares         $33,400    $25,757       $64,042    $50,540
                                                                        
 Average common                                                        
   stock outstanding         39,676     38,863        39,585     38,759
 Common stock equivalents     2,096      2,310         2,009      2,198
                                                                        
 Weighted average                                       
   common shares                                                      
   outstanding                                                       
   (in thousands)            41,772     41,173        41,594     40,957
                                                                        
 Earnings per common                                                   
   share                    $   .80    $   .63       $  1.54    $  1.23

<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, 1995 was $33.4 million,
a $7.6 million or 30% increase from the $25.8 million reported for the
second quarter of 1994.  Earnings per share for the second quarter of
1995 were $.80, a 27% increase from $.63 per share for the same period
last year.

Earnings increased in the second quarter of 1995 primarily as a result
of a 57% increase in average managed receivables, partially offset by
an approximate 14% contraction in the managed net interest margin,
reflecting the Company's growth strategy of utilizing low introductory
rate pricing on credit cards.  Earnings also reflected continuing
strong credit quality with the total managed charge-off rate
decreasing to 2.1% for the second quarter of 1995 from 2.5% for the
second quarter of 1994. The Company continues to securitize a majority
of its receivables and report the performance of the securitized
receivables as noninterest revenues. Noninterest revenues increased
$23.3 million, or 22%, to $130.8 million in the second quarter of 1995
from $107.5 million in the comparable 1994 period.  This increase was
due to the 68% increase in average securitized receivables, which
outweighed the $18.4 million gain on the sale of credit card customer
relationships recorded in the second quarter of 1994. The operating
expense ratio decreased to 3.0% of average managed receivables in the
second quarter of 1995, compared to 4.3% in the second quarter of
1994.  The Company made additional investments in marketing and
developmental initiatives during last year's second quarter.

For the six months ended June 30, 1995, net income was $64.2 million,
a 27% increase over the $50.7 million for the comparable year earlier
period.  Earnings per share for the six months ended June 30, 1995
increased 25% to $1.54 from $1.23 for the comparable 1994 period.

NET INTEREST INCOME

Net interest income for the second quarter of 1995 decreased $4.8
million, or 27%, to $13.0 million from $17.8 million for the same
period of 1994.  This resulted from a decline in the owned net
interest margin to 2.38% for the second quarter of 1995 from 3.85% for
the second quarter of 1994, partially offset by a $392 million
increase in average interest earning assets. The lower owned net
interest margin resulted from a significant increase in the proportion
of credit card receivables earning low introductory rates, reflecting
the success of the Company's marketing campaigns.  The credit cards
earning introductory rates reprice upwards after an introductory
period of up to one year.  However, due to the substantial volume of
new credit cards being originated in 1995, it is not anticipated that
the net interest margin will widen in the last half of 1995.
Furthermore, while a large number of credit cards will reprice upwards
in the first quarter of 1996, most of the receivables on those credit
cards will have been securitized. Consequently, the enhanced revenues

<PAGE>

on those receivables will be recorded primarily as increased
noninterest revenues (securitization income) and will not affect the
owned net interest margin, although it is expected that they will
positively impact the managed net interest margin.


The following table provides 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, 1995 and
1994.  Average owned loan and lease receivables and the related
interest revenues include certain loan fees.

<PAGE>
  
<TABLE>
 INTEREST RATE ANALYSIS
<CAPTION>
                                                  Three Months Ended June 30,
                                          1995                                   1994
                               Average                  Yield/      Average                   Yield/
                               Balance (1)   Interest    Rate       Balance (1)    Interest    Rate
  <S>                          <C>           <C>        <C>         <C>            <C>        <C>
  On-balance sheet                                                                          
  Credit cards              $1,280,210       $ 31,246   9.76%      $1,099,843     $ 28,006    10.19%
  Mortgage loans               188,465          4,319   9.19          135,025        2,550     7.57
  Leases                        89,538          2,785  12.44           52,894        1,909    14.43
  Other loans                    5,096             92   7.24            3,772           68     7.23
  Gross receivables          1,563,309         38,442   9.84        1,291,534       32,533    10.08
  Investments (2)              741,625         10,917   5.89          621,424        7,463     4.80
  Total interest earning                                                                    
   assets                   $2,304,934       $ 49,359   8.57%      $1,912,958     $ 39,996     8.37%
                                                                                            
  Interest-bearing                                                                          
   liabilities              $2,182,913       $ 35,571   6.47%      $1,747,315     $ 21,580     4.87%
                                                                                            
  Net interest spread                                   2.10%                                  3.50%
  Net interest margin                                   2.38%                                  3.85%
                                                                                            
  Off-balance sheet                                                                         
  Credit cards              $5,752,617                             $3,118,461                 
  Mortgage loans             1,300,537                              1,073,957                 
  Leases                       213,475                                135,160                 
  Total average                                                                             
   securitized receivables  $7,266,629                             $4,327,578
  Total average managed                                                                     
   receivables              $8,829,938                             $5,619,112
                                                                                            
  Managed Net Interest                                                                      
  Analysis (3):
  Interest earning assets   $8,057,551       $251,006  12.46%      $5,031,419     $151,233    12.03%
  Interest-bearing                                                                           
   liabilities              $7,935,530       $130,723   6.58%      $4,865,776     $ 63,898     5.23%
                                                                                            
    Net interest spread                                 5.88%                                  6.80%
    Net interest margin                                 5.96%                                  6.95%

<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,
                                          1995                                   1994
                               Average                  Yield/      Average                   Yield/
                               Balance (1)   Interest    Rate       Balance (1)    Interest    Rate
  <S>                          <C>           <C>         <C>        <C>            <C>         <C>
  On-balance sheet                                                                          
  Credit cards              $1,399,131       $ 74,135   10.60%    $1,115,658      $ 58,210  10.44%
  Mortgage loans               162,497          7,240    8.98        127,038         5,361   8.51
  Leases                        88,203          5,854   13.27         49,453         3,652  14.77
  Other loans                    5,115            180    7.10          3,707           135   7.34
  Gross receivables          1,654,946         87,409   10.57      1,295,856        67,358  10.41
  Investments (2)              755,738         22,206    5.90        602,759        13,912   4.63
  Total interest earning                                                                    
   assets                   $2,410,684       $109,615    9.11%    $1,898,615      $ 81,270   8.57%
                                                                                            
  Interest-bearing                                                                          
   liabilities              $2,308,170       $ 73,681    6.36%    $1,747,496      $ 42,335   4.83%
                                                                                            
  Net interest spread                                    2.75%                               3.74%
  Net interest margin                                    2.95%                               4.07%
                                                                                            
  Off-balance sheet                                                                         
  Credit cards              $5,466,776                            $2,954,347                 
  Mortgage loans             1,260,784                             1,057,728                 
  Leases                       201,523                               129,219                 
  Total average                                                                             
   securitized receivables  $6,929,083                            $4,141,294
  Total average managed                                                                     
   receivables              $8,584,029                            $5,437,150                
                                                                                            
  Managed Net Interest                                                                      
  Analysis (3):
  Interest earning assets   $7,877,460       $489,559   12.43%    $4,852,962      $292,669  12.06%
  Interest-bearing                                                                          
   liabilities              $7,774,946       $254,679    6.54%    $4,701,843      $118,883   5.05%
                                                                                            
    Net interest spread                                  5.89%                               7.01%
    Net interest margin                                  5.95%                               7.15%
  
<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>

MANAGED PORTFOLIO DATA

The following table provides selected information on a managed basis, as
well as a summary of the effects of credit card securitizations on selected
line items of the Company's consolidated income statements as of and for
the six months ended June 30, 1995 and 1994.

                                             Six Months Ended
                                                  June 30,
                                          1995            1994
    Balance sheet data:                                           
    Average managed receivables      $ 8,584,029     $ 5,437,150
    Managed receivables                9,370,626       5,933,121
    Total managed assets              10,560,924       6,795,223
    Managed net interest margin                       
     (on a fully tax equivalent basis)      5.95%           7.15%
    As a percentage of gross managed                              
     receivables:
      Total loans 30 days or more                                 
       delinquent                            2.7%            2.9%
      Net charge-offs                        2.1%            2.5%
    Effects of credit card                            
     securitizations on:
      Net interest income            $  (198,947)    $  (134,851)
      Provision for credit losses         65,632          44,788
  
With respect to the above information on the effects of credit card
securitizations, net interest income represents the amount by which net
interest income would have been higher had the securitized receivables
remained on the balance sheet.  In addition, provision for credit losses
represents the amount by which the provision for credit losses would have
been higher had the securitized receivables remained as owned and the
provision for credit losses been equal to charge-offs.  Both effects on net
interest income and the provision for credit losses described above are
netted and included in other noninterest revenues in the Consolidated
Condensed Income Statements.
  
  
PROVISION FOR CREDIT LOSSES

The provision for credit losses for the second quarter of 1995 totalled
$8.6 million compared to $15.4 million for the comparable period of 1994.
The Company provided approximately $10 million of additional general
reserves during the second quarter of 1994. Excluding this addition to
general reserves, the provision increased $3.2 million primarily due to
the Company's desire to maintain a targeted level of reserve coverage of
impaired assets on credit cards.  For the six month period ended June 30,
1995, the provision for credit losses was $17.5 million compared to $22.3
million for the six months of 1994.  The owned impaired asset level was
$36.1 million or 1.9% of receivables at June 30, 1995 compared to $48.7
million or 3.7% of receivables a year ago.  The higher 1994 level was due
to the repurchase of approximately $45 million of nonperforming mortgage
loans from the securitization trusts during the first half of 1994.  In
connection with these repurchases, the Company also transferred $11
million of off-balance sheet recourse reserves to on-balance sheet

<PAGE>
reserves.  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).  At June
30, 1995, approximately $16 million of the loans that had been
repurchased during 1994 remained on the balance sheet as either
nonperforming loans or other real estate owned.

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.

The reserve for credit losses on a consolidated owned basis was $39.8
million or 2.1% of receivables at June 30, 1995 compared to $41.6 million
or 2.1% of receivables at December 31, 1994 and $50.2 million or 3.8% of
receivables at June 30, 1994.  The consolidated reserve coverage of
impaired assets was 110.2% at June 30, 1995 compared to 96.1% at year end
1994 and 103.1% at June 30, 1994.

On the total managed portfolio, impaired assets were $113.9 million or 1.2%
of receivables at June 30, 1995, compared to $102.4 million or 1.3% of
receivables at December 31, 1994 and $90.9 million or 1.5% of receivables
at June 30, 1994.  A key credit quality statistic, the 30 day and over
delinquency rate on managed credit cards, was 2.0% at
June 30, 1995, flat with the rate of a year ago.

On the total owned portfolio, impaired assets were $36.1 million or  1.9%
of receivables at June 30, 1995, compared to $43.3 million or 2.2% of
receivables and $48.7 million or 3.7% of receivables at December 31, 1994
and June 30, 1994, respectively.

The total managed charge-off rate for the six months of 1995 was 2.1%, down
from 2.3% for the full year of 1994 and 2.5% for the six months of 1994.
The charge-off rate on managed credit cards was 2.4% for the six months of
1995, down from 2.5% for the full year of 1994 and 2.7% for the comparable
1994 period.  The charge-off rate on managed mortgage loans was 1.0% for
the six months of 1995, down from 1.7% for the comparable 1994 period.

The charge-off rate on consolidated owned receivables was 2.3% of average
receivables for the six months of 1995, compared to 2.6% for the full year
of 1994 and 2.3% for the year ago period.  The charge-off rate on owned
credit cards was 2.2% for the six months of 1995, up from 1.9% for the full
year of 1994 and 2.0% for the comparable 1994 period.
<PAGE>
The following tables provide a summary of impaired assets, delinquencies
and charge-offs, as of and for the year-to-date periods indicated.

                                            June    December     June
                                             30,       31,        30,
CONSOLIDATED - MANAGED                      1995      1994       1994
Nonperforming assets                     $ 66,489  $ 61,587  $ 63,062
Accruing loans past due 90 days or more    47,365    40,837    27,831
Impaired assets                           113,854   102,424    90,893
Total loans 30 days or more delinquent    248,358   220,390   173,725
As a percentage of gross receivables:                     
 Nonperforming assets                          .7%       .8%      1.1%
 Accruing loans past due 90 days or more       .5        .5        .5
 Impaired assets                              1.2       1.3       1.5
 Total loans 30 days or more delinquent       2.7       2.7       2.9
Net charge-offs:                                          
 Amount                                  $ 90,496  $139,676  $ 67,836
 As a percentage of average gross                         
  receivables (annualized)                    2.1%      2.3%      2.5%
CREDIT CARDS - MANAGED                                     
 Nonperforming assets                    $ 18,052  $ 14,227  $ 13,885
 Accruing loans past due 90 days or    
 more                                      47,206    40,721    27,793
 Impaired assets                           65,258    54,948    41,678
 Total loans 30 days or more              152,441   133,121    89,306
  delinquent
 As a percentage of gross receivables:                     
  Nonperforming assets                         .2%       .2%       .3%
  Accruing loans past due 90 days or           .6        .6        .6
  more
  Impaired assets                              .9        .8        .9
  Total loans 30 days or more                 2.0       2.0       2.0
  delinquent
 Net charge-offs:                                          
  Amount                                 $ 80,959  $115,218  $ 55,862
  As a percentage of average gross                         
  receivables (annualized)                    2.4%      2.5%      2.7%
MORTGAGE LOANS - MANAGED                                   
 Nonperforming assets                    $ 45,881  $ 44,678  $ 47,396
 Total loans 30 days or more delinquent    73,945    65,966    69,086
  As a percentage of gross receivables:                     
  Nonperforming assets                        3.0%      3.3%      3.9%
  Total loans 30 days or more                 4.8       4.9       5.6
    delinquent
 Net charge-offs:                                          
  Amount                                 $  6,895  $ 20,709  $ 10,366
  As a percentage of average gross                         
  receivables(annualized)                     1.0%      1.7%      1.7%
LEASES - MANAGED                                           
 Nonperforming assets                    $  2,556  $  2,682  $  1,771
 Total loans 30 days or more               21,538    20,972    15,239
  delinquent
 As a percentage of receivables:                           
  Nonperforming assets                         .8%      1.0%       .9%
 Total loans 30 days or more delinquent       6.8       7.9       7.6
  Net charge-offs:                                          
  Amount                                 $  2,651  $  3,747  $  1,625
  As a percentage of average                               
  receivables (annualized)                    1.8%      2.0%      1.8%
<PAGE>
     
                                            June   December     June
                                             30,       31,       30,
CONSOLIDATED - OWNED                        1995      1994      1994
 Reserve for credit losses                $39,775   $41,617    $50,222
 Nonperforming assets                      26,312    31,949     41,783
 Accruing loans past due 90 days or more    9,767    11,354      6,907
 Impaired assets                           36,079    43,303     48,690
 Reserve as a percentage of impaired        
  assets                                    110.2%     96.1%     103.1%
  As a percentage of gross receivables:                        
  Reserve                                     2.1%      2.1%       3.8%
  Nonperforming assets                        1.4       1.6        3.1
  Accruing loans past due 90 days or more      .5        .6         .5
   Impaired assets                            1.9       2.2        3.7
 Net charge-offs:                                             
  Amount                                  $19,350   $35,293    $14,603
  As a percentage of average gross                            
   receivables (annualized)                   2.3%      2.6%       2.3%
CREDIT CARDS - OWNED                                          
 Reserve for credit losses                $24,906   $27,486    $18,125
 Nonperforming assets                       3,684     3,502      2,875
 Accruing loans past due 90 days or more    9,608    11,238      6,869
 Impaired assets                           13,292    14,740      9,744
 Reserve as a percentage of impaired        187.4%    186.5%     186.0%
  assets
 As a percentage of gross receivables:                        
  Reserve                                     1.6%      1.6%       1.6%
  Nonperforming assets                         .2        .2         .2
  Accruing loans past due 90 days or more      .6        .6         .6
   Impaired assets                             .8        .9         .8
 Net charge-offs:                                             
  Amount                                  $15,327   $22,688    $11,074
  As a percentage of average gross                            
   receivables (annualized)                   2.2%      1.9%       2.0%
MORTGAGE LOANS - OWNED (1)                                    
 Reserve for credit losses                $ 2,275   $ 5,164    $11,953
 Nonperforming assets                      21,825    27,379     38,453
 Reserve as a percentage of impaired         10.4%     18.9%      31.1%
  assets
 As a percentage of gross receivables:                        
  Reserve                                     1.1%      3.6%      10.6%
  Nonperforming assets                       11.0      19.2       34.1
 Net charge-offs:                                             
  Amount                                  $ 3,363   $11,689    $ 3,145
  As a percentage of average gross                            
   receivables(annualized)                    4.1%      9.7%       5.0%
LEASES - OWNED                                                
 Reserve for credit losses                $   995   $ 1,076    $ 1,385
 Nonperforming assets                         803     1,068        445
 Reserve as a percentage of impaired        123.9%    100.7%     311.2%
  assets
 As a percentage of receivables:                              
  Reserve                                     1.3%      1.2%       2.4%
  Nonperforming assets                        1.0       1.2         .8
 Net charge-offs:                                             
  Amount                                  $   669   $   914    $   401
  As a percentage of average receivables                      
   (annualized)                               1.5%      1.5%       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,
                                1995       1994       1995        1994
Gain on sale of credit 
 cards                      $      0   $ 18,352   $      0    $ 18,352
Other noninterest revenues:                                           
 Credit card securitization                                           
  income                      45,666     36,247     86,735      68,921
 Credit card servicing                                                
  income                      27,927     15,336     52,799      29,136
 Credit card interchange                                              
  income                      22,052     16,569     41,550      30,575
 Income from mortgage                                                 
  banking activities          11,929      8,587     22,147      16,792
 Leasing revenues, net         8,301      5,787     17,895      10,380
 Insurance revenues, net       6,117      3,056     12,275       5,966
 Equity securities gain        3,803          0      3,803           0
 Other                         5,054      3,572      7,868       7,164
Total other noninterest                                               
 revenues                   $130,849    $89,154   $245,072    $168,934
 
Total noninterest revenues  $130,849   $107,506   $245,072    $187,286

For the second quarter of 1995, noninterest revenues increased 22% to
$130.8 million from $107.5 million for the same period of 1994.  Included
in the second quarter of 1994 was an $18.4 million gain on the sale of $150
million of credit card customer relationships (See Note 11).  Total other
noninterest revenues rose $41.7 million or 47% from $89.2 million in the
second quarter of 1994.  Credit card securitization income increased $9.4
million or 26% to $45.7 million as  a result of an 84% increase in average
securitized credit card receivables partially offset by contraction in the
net interest margin.  For the 1994 periods, securitized interchange income
has been reclassified from credit card securitization income to credit card
interchange income.  Credit card interchange income, which represents
approximately 1.4% of credit card purchases, increased $5.5 million to
$22.1 million.  Credit card servicing income increased $12.6 million due to
higher securitized balances.  Leasing revenues, net, increased $2.5 million
to $8.3 million primarily due to a 58% growth in average securitized lease
receivables from the comparable quarter of 1994.  Insurance revenues, net,
were $6.1 million for the second quarter of 1995, up from $3.1 million for
last year's second quarter.  This growth is attributed to the successful
marketing of insurance products in the credit card, mortgage and leasing
businesses.  The $3.8 million equity securities gain in 1995 related to an
equity investment, held by the Company's venture capital unit, Advanta
Partners LP, in a corporation whose initial public offering occurred during
the second quarter of 1995.

For the six month period ended June 30, 1995 noninterest revenues rose to
$245.1 million from $187.3 million for the comparable 1994 period, a 31%
increase.  This improvement resulted primarily from an 85% growth in
average securitized credit card receivables and a 56% growth in average
securitized lease receivables partially offset by 1994's gain on sale of
the credit card customer relationships.
<PAGE>
OPERATING EXPENSES
                              Three Months Ended     Six Months Ended
                                     June 30,              June 30,
                                1995       1994       1995        1994
 Amortization of credit card                                           
  deferred origination costs,                                            
  net                         $16,717    $ 9,202   $ 32,118    $ 14,647
   
 Other operating expenses:                                             
  Salaries and employee                                                
   benefits                    27,074     21,460     51,062      42,023
  Marketing                     6,665     11,976     14,283      18,360
  External processing           6,552      5,349     12,279      10,006
  Credit card fraud losses      4,464      4,737      8,526       8,244
  Postage                       4,339      3,052      8,730       5,753
  Professional fees             3,293      1,824      5,565       3,576
  Equipment expense             2,953      2,291      5,707       4,346
  Telephone expense             2,499      1,804      5,354       3,597
  Credit and collection                                                   
   expense                      2,332      1,769      4,476       3,435
  Occupancy expense             2,249      2,076      4,265       3,863
  Other                         4,734      3,684      9,647       5,184
  Total other operating                                                   
   expenses                   $67,154    $60,022   $129,894    $108,387
                                                                         
 Total operating expenses     $83,871    $69,224   $162,012    $123,034

The amortization of credit card deferred origination costs, net, increased
from $9.2 million for the second quarter of 1994 to $16.7 million for the
second quarter of 1995.  This increase resulted primarily from amortization
related to the $66 million of credit card origination costs that have been
deferred since the second quarter of 1994.  Costs incurred for credit card
originations initiated after May 1993 are being amortized over 12 months,
rather than pursuant to the previous policy of 60 months.  Total other
operating expenses of $67.2 million for the three months ended June 30,
1995 increased 12% from $60.0 million for the same period of 1994. Other
operating expenses as a percentage of average managed receivables were 3.0%
for the second quarter of 1995, down from 4.3% in the comparable 1994
period.  The increase in total other operating expenses is attributable, in
part, to a 24% increase in the number of employees from 1,693 at June 30,
1994 to 2,094 at June 30, 1995 to effectively service the current and
anticipated account growth.  Other expenses, including external processing,
postage and telephone expense showed increases consistent with the increase
in the number of credit card accounts managed.  Marketing expenses,
however, were lower in 1995 due to additional investments in marketing and
developmental initiatives the Company made in the second quarter of 1994.

For the first six months of 1995, total operating expenses increased 32% to
$162.0 million from $123.0 million for the same 1994 period.  Average
managed receivables grew 58% over the same period of time.  Other operating
expenses as a percentage of average managed receivables were 3.0% for the
six months ended June 30, 1995, down from 4.0% for the six months ended
June 30, 1994.
<PAGE>
As a result of continued investments in developmental initiatives, the
Company entered into a joint venture agreement with The Royal Bank of
Scotland ("RBS"), for the purpose of issuing credit cards in the United
Kingdom.  This new company, RBS Advanta, anticipates the issuance of
bankcards to commence by the end of 1995.


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 1995, the Company, through its
subsidiaries, securitized $1.3 billion of credit card receivables, $250
million of mortgage loans and $88 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 borrowings and to fund future credit card,
mortgage and lease receivable growth.  At June 30, 1995, the Company had
approximately $661 million of loan and lease receivables and $303 million
of investments available for sale which could be sold to generate
additional liquidity.

The debt securities of Advanta Corp. achieved investment-grade ratings from
the nationally recognized rating agencies in 1993.  These ratings have
allowed the Company to further diversify its funding sources.  As a result,
in 1994 the Company obtained revolving credit facilities totaling $255
million from a consortium of banks and $200 million in money market bid
lines.  In the second quarter of 1995, the Company's  revolving credit
facilities were consolidated into one facility and doubled in size to $510
million.  The Company may also sell up to $325 million of medium-term notes
as needed.

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).  While the accounts related to these customer relationships were
transferred to NationsBank upon termination of the securitization trust in
the second quarter of 1995, these accounts were serviced by Colonial
National at market rates until the systems conversion to NationsBank was
completed, which occurred in July 1995.

Subsequent to quarter end, the Company securitized $600 million of credit
card receivables, generating additional funding for future asset growth,
and a $500 million universal shelf registration statement filed by the
Company with the Securities and Exchange Commission became
effective. On August 1, 1995, the Company announced a planned offering,
under the universal shelf, of depositary shares representing interests in a
new series of convertible Class B preferred stock, which preferred stock
will be mandatorily convertible into shares of the Company's Class B common
stock.
<PAGE>
INTEREST RATE SENSITIVITY

Interest rate sensitivity refers to net interest income variability
resulting from mismatches between asset and liability indices (basis risk)
and the effects which these changes in market interest rates have on asset
and liability maturity mismatches (gap risk).

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. This 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 projections over monthly time periods of up to two years.
Beginning in the first quarter of 1995, the Company's credit card marketing
efforts were weighted heavily towards variable rate cards priced at a
spread over LIBOR rather than a spread over the prime rate.  The Company
believes that this shift will prospectively reduce the basis risk to which
the Company has been subject as the result of maintaining credit card
portfolios indexed to the prime rate while funding certain on-balance sheet
liabilities and  securitizing a majority of the credit card receivables at
a spread over LIBOR.

In managing its interest rate sensitivity position, the Company
periodically securitizes, sells and purchases assets, alters the mix and
term structure of its funding base, changes its investment portfolio and
short-term investment position, and uses derivative financial instruments.
Derivative financial instruments are used for the express purpose of
managing exposure to changes in interest rates and, by policy, are not used
for any speculative purposes (see discussion under "Derivatives
Activities"). The Company has primarily utilized variable rate funding in
pricing its credit card securitization transactions in an attempt to match
the variable rate pricing dynamics of the underlying receivables sold to
the trusts. Variable rate funding is also used on the balance sheet as
well, in support of unsecuritized receivables which carry variable rates.
Although credit card receivable rates are generally set at a spread over
the prime rate, they often 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 addition, the Company
at times offers fixed rate pricing to consumers for the introductory rate
period of its credit cards.  In instances when a significant portion of
credit card receivables are at fixed rates or their contractual 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>
Additionally, basis risk exists in on-balance sheet funding as well as
securitizing credit card receivables at a spread over LIBOR when the rate
on the underlying assets is indexed to the prime rate.  The underlying
liability or coupon on a securitization is often indexed to LIBOR, and
LIBOR does not perfectly correlate to movements in the prime rate.  The
Company measures the basis risk resulting from potential variability in the
spread between prime and LIBOR and incorporates such risk into the asset
and liability management process.  During 1994, $425 million in prime-LIBOR
corridors were executed in order to provide protection against narrowing of
these spreads.  During the first six months of 1995 there were no
additional prime-LIBOR corridors executed.

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 affect 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.

DERIVATIVES ACTIVITIES

The Company utilizes derivative financial instruments for the purpose of
managing its interest rate and foreign currency exposure. The Company has a
number of mechanisms in place that enable it to monitor and control both
market and credit risk from these derivatives activities. At the broader
level, all derivatives strategies are managed under the hedging policy
approved by the Board of Directors that details the use of such derivatives
and the individuals authorized to execute derivatives transactions. All
derivatives strategies must be approved by the Company's senior management
(President, Chief Financial Officer and Treasurer).

As part of this approval process, a market risk analysis is completed to
determine the potential impact on the Company from severe negative
(stressed) movements in the market. By policy, derivatives transactions may
only be used to manage the Company's exposure to interest rate and foreign
currency risk and may not be used for speculative purposes. As such, the
impact of any derivatives transaction is calculated using the Company's
asset/liability model to determine its suitability.

Procedures and processes are in place to provide reasonable assurance that
prior to and after the execution of any derivatives strategy, market,
credit and liquidity risks are fully analyzed and incorporated into the
Company's asset/liability and risk measurement models and the proper
accounting treatment for the transaction is identified.

As of June 30, 1995 and December 31, 1994, all of the Company's derivatives
were designated as hedges or synthetic alterations and were accounted for
as such. For the six months ended June 30, 1995 and the year ended December
31, 1994, there were no derivatives contracts terminated prior to scheduled
maturity.

<PAGE>

The following table summarizes by notional amounts the Company's derivative
instruments:

                              June 30,       December 31,
                                1995             1994
 Interest rate swaps        $  782,735        $  459,735
 Interest rate options:                                 
  Caps written               1,180,000         1,100,000
  Caps purchased               190,000           110,000
  Corridors                    425,000           425,000
 Forward contracts              89,497            39,000
 Total notional amount      $2,667,232        $2,133,735

The notional amounts of derivatives do not represent amounts exchanged by
the counterparties and, thus, are not a measure of the Company's exposure
through its use of derivatives. The amounts exchanged are determined by
reference to the notional amounts and the other terms of the derivatives
contracts.

<PAGE>

                        PART II - OTHER INFORMATION
                                     
     
     Item 6. Exhibits and Reports on Form 8-K.
     
      (a)(1) A report on Form 8-K, dated June 28, 1995, was filed
             by the Company describing litigation commenced against the
             Company's subsidiary, Colonial National Bank USA, over the
             exportation of certain credit card fees from Delaware into
             Pennsylvania.  The Company does not consider this litigation
             to be material.  No financial statements were filed with the
             report.
        
        
      (a)(2) A report on Form 8-K, dated July 20, 1995, was filed
             by the Company setting forth the financial highlights of
             the Company's results of operations for the period ended
             June 30, 1995.  A Financial Data Schedule was included as an
             exhibit in this Form 8-K.
        
      (a)(3) A report on Form 8-K, dated August 3, 1995, was filed
             by the Company to report that the Board of Directors had
             elected Alex "Pete" Hart as the Company's new Chief Executive
             Officer.  Dennis Alter, who has served as Chief Executive
             Officer since 1972, will remain as Chairman of the Board of
             the Company.  No financial statements were filed with the
             report.
<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, 1995                  By  /s/Gene S. Schneyer
                                         Vice President,
                                         Secretary & General Counsel
     
    August 11, 1995                  By  /s/John J. Calamari
                                         Vice President, Finance and
                                         Principal Accounting Officer
<PAGE>
 
                               EXHIBIT INDEX
                                     
                                     
    Exhibit                        Description
    
        2                          Inapplicable.

        4                          Inapplicable.

       11                          Inapplicable.

       15                          Inapplicable.

       18                          Inapplicable.

       19                          Inapplicable

       22                          Inapplicable.

       23                          Inapplicable.

       24                          Inapplicable.

       27                          Incorporated by reference to Exhibit
                                   27 to the Company's Report on Form           
                                   8-K filed July 20, 1995.

       99                          Inapplicable.




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