<PAGE> 1
Pricing Supplement No. 29 dated October 24, 1997 Rule 424(b)(3)
(To Prospectus dated July 8, 1996 and File No. 333-05701
Prospectus Supplement dated August 7, 1997)
ADVANTA CORP.
VALUE NOTES(SM), SERIES A - FIXED RATE
================================================================================
Cusip No.: 00757GBE8 Interest Rate: 7.10%
Aggregate Principal Amount: $179,000.00 Maturity Date: 10/30/2000
Total Agents' Discount or Commission: $1,790.00 Issue Date: 10/29/97
Net Proceeds to Issuer: $177,210.00 Trade Date: 10/24/97
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<TABLE>
<CAPTION>
Agent's Discount Net Proceeds to
Name of Agent Principal Amount or Commission Issuer
------------- ---------------- ---------------- ---------------
<S> <C> <C> <C>
Legg Mason Wood Walker, Incorporated $ 50,000.00 $ 500.00 $ 49,500.00
Sage Rutty & Co. $ 109,000.00 $ 1,090.00 $ 107,910.00
Dain Bosworth, Inc. $ 20,000.00 $ 200.00 $ 19,800.00
</TABLE>
Interest Payment Dates: December 15, 1997 and the 15th day of each succeeding
calendar month thereafter through and including
October 15, 2000 and on the Maturity Date.
Day Count Convention:
[X] 30/360 for the period from 10/29/97 to 10/29/2000
Redemption:
[X] The Notes cannot be redeemed prior to the Stated Maturity
Date.
[ ] The Notes may be redeemed prior to the Stated Maturity Date.
Initial Redemption Date:
Initial Redemption Percentage:
Annual Redemption Percentage Reduction: ____% until Redemption
Percentage is 100% of the principal amount.
Form: [X] Book Entry
Agent acting in the capacity as indicated below:
[X] Agent [ ] Principal
If as Principal:
[ ] The Notes are being offered at varying prices related to
prevailing market prices at the time of resale.
[ ] The Notes are being offered at a fixed initial public offering
price of ____% of principal amount.
If as Agent:
The Notes are being offered at a fixed initial public offering price of
100% of principal amount.
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[X] Other Provisions: Agent: Dain Bosworth, Inc.
RECENT DEVELOPMENTS
On October 28, 1997, Advanta Corp. (the "Company") announced that it
has reached a definitive agreement under which Fleet Financial Group ("Fleet")
will acquire the Company's consumer credit card business and will combine it
with Fleet's consumer credit card business. The Company will continue to operate
its mortgage and business services companies.
The Company intends to seek shareholder approval and the transaction is
subject to regulatory approval. The transaction, which is expected to close by
late 1997 or early 1998, is anticipated to have a total value to the Company of
approximately $1.3 billion, including an after tax gain of approximately $500
million.
The Company also announced that it intends to make a tender offer to
repurchase between $750 to $850 million of the Company's common stock in 1998,
following the closing of the transaction. The Company presently expects the
tender offer to be at a price between $40 and $45 per share. Following the
tender offer, the Company will be well-capitalized with a book value of
approximately $650 million. The Company will have combined managed assets of
$8.4 billion and an additional $10.3 billion of mortgage contracts serviced
for a total of $18.7 billion.
The Company also announced that Dennis Alter will resume his long-held
position as Chief Executive Officer of Advanta. Alex "Pete" Hart, former Chief
Executive Officer, and Jim Allhusen, Group Executive of Advanta Personal Payment
Services, are leaving to pursue other interests.
On October 28, 1997, in connection with the Company's announcement
described above, Moody's Investors Service lowered its ratings of the Company's
debt securities. As of the date of this Pricing Supplement, senior debt of the
Company is rated investment grade (at or above investment grade level) by three
of the nationally recognized rating agencies, but is rated two levels below
investment grade by Standard and Poor's and three levels below investment grade
by Moody's Investor Service.
This Prospectus Supplement contains forward-looking statements,
including but not limited to projections of future earnings, that are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those projected. The most significant among these risks and
uncertainties are: (1) the Company's managed net interest margin, which in turn
is affected by the Company's success in originating new credit card accounts,
the receivables volume and initial pricing of new accounts, the impact of
repricing existing accounts and account attrition, the mix of account types and
interest rate fluctuations; (2) the level of delinquencies and charge-offs; and
(3) the level of expenses. Earnings also may be affected by factors that affect
consumer debt, competitive pressures and the ratings on debt of the Company and
its subsidiaries. The transaction described herein also may be affected by
factors which include the timing of closing as well as contingencies. The
proposed tender offer also may be affected by factors which include the closing
of the transaction and the price at which the Company's stock is trading at the
time of the proposed tender offer. Additional risks that may affect the
Company's future performance are detailed in the Company's filings with the
Securities and Exchange Commission, including its most recent Annual Report on
Form 10-K and its Quarterly Reports on Form 10-Q.
[ ] PaineWebber Incorporated
[X] Legg Mason Wood Walker, Incorporated
[X] Sage Rutty & Co.
