ADVANTA CORP
SC 13G/A, 1996-08-12
PERSONAL CREDIT INSTITUTIONS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549


                                  SCHEDULE 13G


            INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
                  UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
                               (Amendment No. 1 )*



                                  Advanta Corp.
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                        Convertible Preferred Stock SAILS
                  (Stock Appreciation Income Linked Securities)
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    007942303
- --------------------------------------------------------------------------------
                                 (CUSIP Number)



Check the following box if a fee is being paid with this statement [ ].  (A fee
is not required only if the filing person:  (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)




- --------------------
(1)*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).


                        (Continued on following page(s))
                                Page 1 of 8 Pages

<PAGE>


- --------------------                                        --------------------
CUSIP No. 007942303                    13G                     Page 2 of 8 Pages
- --------------------                                        --------------------

- --------------------------------------------------------------------------------
1    NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

               The TCW Group, Inc.

- --------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) / /

                                                                         (b) /X/

- --------------------------------------------------------------------------------
3    SEC USE ONLY


- --------------------------------------------------------------------------------
4    CITIZENSHIP OR PLACE OF ORGANIZATION

          Nevada corporation
- --------------------------------------------------------------------------------
  NUMBER OF         5    SOLE VOTING POWER
   SHARES                                                                    -0-
BENEFICIALLY        ------------------------------------------------------------
  OWNED BY          6    SHARED VOTING POWER
    EACH                                                                     -0-
  REPORTING         ------------------------------------------------------------
   PERSON           7    SOLE DISPOSITIVE POWER
    WITH                                                                     -0-
                    ------------------------------------------------------------
                    8    SHARED DISPOSITIVE POWER
                                                                             -0-
- --------------------------------------------------------------------------------
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                                                             -0-
- --------------------------------------------------------------------------------
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                             / /
- --------------------------------------------------------------------------------
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
          0.0% (see response to Item 4)
- --------------------------------------------------------------------------------
12   TYPE OF REPORTING PERSON*
                                      HC/CO
- --------------------------------------------------------------------------------



                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>


- --------------------                                        --------------------
CUSIP No. 007942303                    13G                     Page 3 of 8 Pages
- --------------------                                        --------------------

- --------------------------------------------------------------------------------
1    NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

               Robert Day

- --------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) / /

                                                                         (b) /X/

- --------------------------------------------------------------------------------
3    SEC USE ONLY


- --------------------------------------------------------------------------------
4    CITIZENSHIP OR PLACE OF ORGANIZATION

          United States Citizen
- --------------------------------------------------------------------------------
  NUMBER OF         5    SOLE VOTING POWER
   SHARES                                                                    -0-
BENEFICIALLY        ------------------------------------------------------------
  OWNED BY          6    SHARED VOTING POWER
    EACH                                                                     -0-
  REPORTING         ------------------------------------------------------------
   PERSON           7    SOLE DISPOSITIVE POWER
    WITH                                                                     -0-
                    ------------------------------------------------------------
                    8    SHARED DISPOSITIVE POWER
                                                                             -0-
- --------------------------------------------------------------------------------
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                                                             -0-
- --------------------------------------------------------------------------------
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                             / /
- --------------------------------------------------------------------------------
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
          0.0% (see response to Item 4)
- --------------------------------------------------------------------------------
12   TYPE OF REPORTING PERSON*7
                                      HC/IN
- --------------------------------------------------------------------------------



                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>


                                                               Page 4 of 8 Pages

Item 1(a).   Name of Issuer:

             Advanta Corp.

Item 1(b).   Address of Issuer's Principal Executive Offices:

             300 Welsh Road
             Building #5
             Horsham, PA 19044

Item 2(a).   Name of Persons Filing:
Item 2(b).   Address of Principal Business Office:
Item 2(c).   Citizenship:

             The TCW Group, Inc.
             865 South Figueroa Street
             Los Angeles, CA 90017
             (Nevada Corporation)

             Robert Day
             200 Park Avenue, Suite 2200
             New York, New York 10166
             (United States Citizen)

Item 2(d).   Title of Class of Securities:

             Convertible Preferred Stock SAILS $2.4975
             (Stock Appreciation Income Linked Securities)

Item 2(e).   CUSIP Number:

             007942303


<PAGE>


                                                               Page 5 of 8 Pages


Item 3.      If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
             check whether the person filing is a:

       (a)   [ ]  Broker or Dealer registered under Section 15 of the Act:

                      Not applicable

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

                      Not applicable

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

                      Not applicable

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

                      Not applicable

       (e)   [ ]  Investment Adviser registered under Section 203 of the
                  Investment Advisers Act of 1940:

                      Not applicable

       (f)   [ ]  Employee Benefit Plan, Pension Fund which is subject to the
                  provisions of the Employee Retirement Income Security Act of
                  1974 or Endowment Fund (SEE 13d-1(b)(1)(ii)(F)):

                      Not applicable

       (g)   [X]  Parent Holding Company, in accordance with Rule
                  13d-1(b)(ii)(G) (SEE Item 7):

                      The TCW Group, Inc.
                          Robert Day (individual who may be deemed to control
                          The TCW Group, Inc. and other holders of the
                          Convertible Preferred Stock SAILS $2.4975 (Stock
                          Appreciation Income Linked Securities) of the issuer)

       (h)   [ ]  Group, in accordance with Rule 13d-1(b)(1)(ii)(H):

                      Not applicable.


<PAGE>


                                                               Page 6 of 8 Pages


Item 4.      Ownership **

       THE TCW GROUP, INC.

             (a)  Amount beneficially owned: -0-

             (b)  Percent of class: 0.0%

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

                  (i)   Sole power to vote or to direct the vote:  -0-

                  (ii)  Shared power to vote or to direct the vote:  none.

                  (iii) Sole power to dispose or direct the disposition of:  -0-

                  (iv)  Shared power to dispose or to direct the disposition of:
                  none.

       ROBERT DAY

             (a)  Amount beneficially owned:  -0-

             (b)  Percent of class:  0.0%

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

                  (i)   Sole power to vote or to direct the vote:  -0-

                  (ii)  Shared power to vote or to direct the vote:  none.

                  (iii) Sole power to dispose or direct the disposition of:  -0-

                  (iv)  Shared power to dispose or to direct the disposition of:
                  none.



- --------------------
**The filing of this Schedule 13G shall not be construed as an admission that
the reporting person or any of its affiliates is, for the purposes of Section
13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of
any securities covered by this Schedule 13G.  In addition, the filing of this
Schedule 13G shall not be construed as an admission that the reporting person or
any of its affiliates is the beneficial owner of any securities covered by this
Schedule 13G for any other purposes than Section 13(d) of the Securities
Exchange Act of 1934.


<PAGE>


                                                               Page 7 of 8 Pages


Item 5.      Ownership of Five Percent or Less of a Class.

                  Applicable.

Item 6.      Ownership of More than Five Percent on Behalf of Another Person.

             Various persons other than as described in Item 4 have the right to
             receive or the power to direct the receipt of dividends from, or
             the proceeds from the sale of, the Convertible Preferred Stock
             SAILS $2.4975 (Stock Appreciation Income Linked Securities) of
             Advanta Corp.

Item 7.      Identification and Classification of the Subsidiary Which Acquired
             the Security Being Reported on by the Parent Holding Company.

             SEE Exhibit A.

Item 8.      Identification and Classification of Members of the Group.

             Not applicable. SEE Exhibits A and B.

Item 9.      Notice of Dissolution of Group.

             Not applicable.

Item 10.     Certification.

       Because this statement is filed pursuant to Rule 13d-1(b), the following
       certification is included:


       By signing below I certify that, to the best of my knowledge and belief,
       the securities referred to above were acquired in the ordinary course of
       business and were not acquired for the purpose of and do not have the
       effect of changing or influencing the control of the issuer of such
       securities and were not acquired in connection with or as a participant
       in any transaction having such purpose or effect.


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                                                               Page 8 of 8 Pages


                                    SIGNATURE


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


Dated this 12th day of August, 1996.


                                   The TCW Group, Inc.



                                   By:  /s/ Mohan V. Phansalkar
                                        ----------------------------------------
                                        Mohan V. Phansalkar
                                        Authorized Signatory



                                   Robert Day



                                   By:  /s/ Mohan V. Phansalkar
                                        ----------------------------------------
                                        Mohan V. Phansalkar
                                        Mohan V. Phansalkar under Power of
                                        Attorney dated January 30, 1996, on File
                                        with Schedule 13G Amendment Number 1 for
                                        Matrix Service Co. dated January 30,
                                        1996.



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                                    EXHIBIT A


                 RELEVANT SUBSIDIARIES OF PARENT HOLDING COMPANY

PART A: TCW Entities

PARENT HOLDING COMPANY:

          The TCW Group, Inc.

          Robert Day (an individual who may be deemed to control The TCW Group,
          Inc.)


RELEVANT SUBSIDIARIES THAT ARE PERSONS DESCRIBED IN RULE 13d-1(b):

     (i)   Trust Company of the West, a California corporation and a bank as
     defined in Section 3(a)(6) of the Securities Exchange Act of 1934.

     (ii)  TCW Asset Management Company, a California corporation and an
     Investment Adviser registered under Section 203 of the Investment Advisers
     Act of 1940.

     (iii) TCW Funds Management, Inc., a California corporation and an
     Investment Adviser registered under Section 203 of the Investment Advisers
     Act of 1940.

Note:      No Convertible Preferred Stock SAILS $2.4975 (Stock Appreciation
           Income Linked Securities of Advanta Corp. is held directly by The TCW
           Group, Inc.  Other than the indirect holdings of The TCW Group, Inc.
           no Convertible Preferred Stock SAILS $2.4975 (Stock Appreciation
           Income Linked Securities of Advanta Corp. is held directly or
           indirectly by Robert Day, an individual who may be deemed to control
           The TCW Group, Inc.

PART B: NON TCW Entities

PARENT HOLDING COMPANY:

           Robert Day (an individual who may be deemed to control the holders
           described below which are not subsidiaries of The TCW Group, Inc.)

RELEVANT SUBSIDIARIES THAT ARE PERSONS DESCRIBED IN
RULE 13d-1(b):

           Oakmont Corporation, a California corporation and an Investment
           Adviser registered under Section 203 of the Investment Advisers Act
           of 1940.

           Cypress International Partners Limited, a British Virgin Islands
           corporation and an Investment Adviser registered under Section 203 of
           the Investment Advisers Act of 1940.

                                       A-1


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                                    EXHIBIT B

                             JOINT FILING AGREEMENT


          The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
acquisition statements.  The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it containing therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other, except to the extent that he or it knows or has reason to
believe that such information is accurate.


Dated: August 12, 1996
                              The TCW Group, Inc.



                              By:  /s/ Mohan V. Phansalkar
                                   ---------------------------------------------
                                   Mohan V. Phansalkar
                                   Vice President



                              Robert Day



                              By:  /s/ Mohan V. Phansalkar
                                   ---------------------------------------------
                                   Mohan V. Phansalkar
                                   Mohan V. Phansalkar under Power of Attorney
                                   dated January 30, 1996, on File with Schedule
                                   13G Amendment Number 1 for Matrix Service Co.
                                   dated January 30, 1996.





                                       B-1


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