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
     SEPTEMBER 30, 1998 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.)

     WELSH AND MCKEAN ROADS, P.O. BOX 844, SPRING HOUSE, PA 19477
          (Address of Principal Executive Offices) (Zip Code)

                            (215) 657-4000
         (Registrant's telephone number, including area code)

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 November 1, 1998

Common Stock, $.01 par value                   10,375,494 shares

      Class B                           Outstanding at November 1, 1998

Common Stock, $.01 par value                   16,300,591 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 Condensed Statements of Changes in
            Stockholders' Equity                                 5-6
          Consolidated Statements of Cash Flows                  7-8
          Notes to Consolidated Condensed Financial Statements     9

Item 2.   Management's Discussion and Analysis of Financial 
            Condition and Results of Operations                   20

PART II   Other Information                                       39
<PAGE>
ITEM 1.   FINANCIAL STATEMENTS

                    ADVANTA CORP. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED BALANCE SHEETS
                        (DOLLARS IN THOUSANDS)

                                            September 30, December 31,
                                                 1998        1997
ASSETS                                       (Unaudited)

Cash                                         $   80,214   $   57,953
Federal funds sold and interest-bearing
  deposits with banks                           302,800      156,500
Restricted interest-bearing deposits             88,882      543,239
Trading investments                             186,923            0
Investments available for sale                  791,594    1,392,553
Loan and lease receivables, net:
  Available for sale                            594,591    1,452,560
  Other loan and lease receivables, net         315,564    1,923,986
Total loan and lease receivables, net           910,155    3,376,546
Retained interest-only strip                    221,116      191,868
Premises and equipment(at cost, less
  accumulated depreciation of
  $36,338 in 1998 and $83,746 in 1997)           60,837      152,215
Other assets                                    744,964      815,258
     Total assets                            $3,387,485   $6,686,132
LIABILITIES
Deposits                                     $1,284,929   $3,017,611
Debt and other borrowings                     1,187,365    2,300,946
Other liabilities                               247,709      340,625
     Total liabilities                        2,720,003    5,659,182
Company-obligated mandatorily redeemable
  preferred securities of subsidiary trust
  holding solely subordinated debentures
  of the Company                                100,000      100,000
STOCKHOLDERS' EQUITY
Class A preferred stock, $1,000 par
  value: authorized, issued and
  outstanding - 1,010 shares in 1998
  and 1997                                        1,010        1,010
Class B preferred stock, $.01 par
  value: authorized - 1,000,000 shares
  in 1998 and 1997; issued and outstanding
  14,211 shares in 1998 and 25,000 in 1997            0            0
Class A common stock, $.01 par value:
  authorized - 214,500,000 shares;
  issued and outstanding 10,320,489 shares
  in 1998, and 18,193,885 shares in 1997            103          182
Class B common stock, $.01 par value:
  authorized - 230,000,000 shares;
  issued and outstanding 16,227,999 shares
  in 1998, and 26,564,546 in 1997                   162          266
Additional paid-in capital, net                 202,204      354,190
Retained earnings, net                          381,968      585,709
Less: Treasury stock at cost,
527,168 Class B common shares in 1998,
418,286 Class B common shares in 1997           (17,965)     (14,407)
     Total stockholders' equity                 567,482      926,950
     Total liabilities and stockholders'
       equity                                $3,387,485   $6,686,132


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     Nine Months Ended
                                  September 30,         September 30,
                                1998        1997        1998     1997
                                  (Unaudited)            (Unaudited)

Revenues:
Gain on sale of receivables     $ 51,275  $ 30,566   $  115,450  $ 77,419
Interest on receivables           28,080    95,410       99,922   224,994
Interest on investments           22,224    38,231       71,116   107,051
Servicing revenues                30,677    63,406      113,885   185,528
Imputed interest                   4,895     5,453       15,683    16,259
Consumer credit card
  securitization income                0    90,618       84,144   235,755
Gain on transfer of consumer
  credit card business                 0         0      541,288         0
Other revenues, net               10,131    19,037           14    45,586
  Total revenues                 147,282   342,721    1,041,502   892,592
Expenses:
Salaries and employee benefits    41,908    63,964      136,822   178,594
Other operating expenses          38,331    84,940      157,183   277,685
Interest expense                  39,165    88,414      142,936   239,673
Provision for credit losses        6,414    48,243       47,220   158,886
Severance and outplacement costs
  associated with workforce
  reduction, option exercise and
  other employee costs associated
  with Fleet Transaction/
  Tender Offer                         0         0       62,257         0
Expense associated with exited
  business/product                     0         0       54,115         0
Impairment of facility assets
  related to restructuring             0         0        8,700         0
  Total expenses                 125,818   285,561      609,233   854,838
Income before income taxes        21,464    57,160      432,269    37,754
Income taxes (benefit)             6,439    14,748      (11,013)    9,741
Net income                      $ 15,025 $  42,412   $  443,282  $ 28,013
Basic earnings per common share-
  Combined (See Note 16)        $    .58 $     .95   $    15.80  $    .54
Diluted earnings per share-
  Combined (See Note 16)        $    .58 $     .92   $    14.88  $    .53
Basic weighted average common
  shares outstanding -            24,482    42,875       27,880    42,749
Diluted weighted average common
  shares outstanding -            24,514    46,115       29,776    43,608
Cash dividends declared:
  Class A                       $   .063 $    .110   $     .189  $   .330
  Class B                       $   .076 $    .132   $     .227  $   .396



See Notes to Consolidated Condensed Financial Statements.
<PAGE>
Consolidated Condensed Statements of Changes in Stockholders' Equity (Unaudited)
($ in thousands)

                          Class A   Class B Class A Class B   Additional
                         Preferred Preferred Common  Common    Paid-In
                           Stock     Stock   Stock   Stock     Capital

Balance at Dec. 31,1996   $1,010      $ 0    $ 179   $ 256    $ 350,479
Change in unrealized
  appreciation of
  investments
Preferred and common
  cash dividends declared
Exercise of stock options                        3       6        8,468
Issuance of stock:
  Dividend reinvestment                                             857
  Benefit plans                                          4       14,524
Amortization of deferred
  compensation
Termination/tax benefit-
  benefit plans                                                   5,215
Foreign currency
  translation adjustment
Net Income
Balance at Dec. 31, 1997  $1,010      $ 0    $ 182   $ 266    $ 379,543
Tender offer                                   (79)   (113)    (160,861)
Change in unrealized
  appreciation of
  investments
Preferred and common
  cash dividends declared
Exercise of stock options                        1       3        5,156
Issuance of stock:
  Dividend reinvestment                                              85
  Benefit plans                                         11       18,772
Stock buyback                                   (1)     (1)      (1,541)
Stock buyback-ESOP
Amortization of deferred
  compensation
Termination/tax benefit-
  benefit plans                                         (4)     (12,633)
Foreign currency
  translation adjustment
Net Income
Balance at September 30,  $1,010      $ 0    $ 103   $ 162    $ 228,521
  1998


See Notes to Consolidated Condensed Financial Statements.
<PAGE>
<TABLE>
($ in thousands)
<CAPTION>
                                                  Unrealized
                                                  Investment
                             Deferred   Unearned   Holding    Retained  Treasury     Stockholders'
                          Compensation   ESOP       Gains     Earnings   Stock          Equity
                                                   (Losses)     Net


<S>                       <C>          <C>          <C>       <C>       <C>         <C>       
Balance at Dec. 31, 1996  $(41,229)    $     0      $ (618)    $542,001  $    (42)   $ 852,036
Change in unrealized
  appreciation of
  investments                                          466                                 466
Preferred and common
  cash dividends declared                                      (28,301)                (28,301)
Exercise of stock options                                                                8,477
Issuance of stock:
  Dividend reinvestment                                                                    857
  Benefit plans            (11,159)                                        1,297         4,666
Amortization of deferred
  Compensation              11,343                                                      11,343
Termination/tax benefit
   benefit plans            15,692                                       (15,662)        5,245
Foreign currency
  translation adjustment                                           536                     536
Net Income                                                      71,625                  71,625
Balance at Dec. 31, 1997  $(25,353)    $     0      $ (152)    $585,861  $(14,407)   $ 926,950
Tender offer                                                  (640,551)               (801,604)
Change in unrealized
  appreciation of
  investments                                        2,018                               2,018
Preferred and common
  cash dividends declared                                       (8,231)                 (8,231)
Exercise of stock options                                                                5,160
Issuance of stock:
  Dividend reinvestment                                                                     85
   Benefit  plans          (20,034)                                        1,251             0
Stock buyback                                                                           (1,543)
Stock buyback-ESOP                      (4,837)                                         (4,837)
Amortization of deferred
  Compensation               4,687                                                       4,687
Termination/tax benefit-
  benefit plans             19,220                                        (4,809)        1,774
Foreign currency
  translation adjustment                                          (259)                   (259)
Net Income                                                     443,282                 443,282
Balance at Sept. 30, 1998 $(21,480)    $(4,837)    $ 1,866  $  380,102  $(17,965)    $ 567,482
</TABLE>
<PAGE>
                    ADVANTA CORP. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                        (DOLLARS IN THOUSANDS)

                                                       Nine Months Ended
                                                         September 30,
                                                       1998        1997
                                                          (Unaudited)
OPERATING ACTIVITIES
Net income                                          $    443,282 $    28,013
Adjustments to reconcile net income (loss) to net
  cash provided by operating activities:
  Gain on transfer of consumer credit card business     (541,288)          0
  Restructure and other unusual charges                   99,672           0
  Sales/valuation adjustments-equity securities           43,039      10,113
  Depreciation and amortization of intangibles            15,797      25,243
  Provision for credit losses                             47,219     158,886
  Change in other assets and amounts due from
    consumer credit card securitizations                 (36,782)    (37,767)
  Change in other liabilities                            (46,308)    (36,823)
  Change in retained I/O strip                           (29,248)    (67,592)
Net cash (used in) provided by operating activities       (4,617)     80,073
INVESTING ACTIVITIES
  Purchase of investments available for sale         (42,261,460)(33,475,817)
  Proceeds from sales of investments available
    for sale                                           1,226,360   1,057,644
  Proceeds from maturing investments available
    for sale                                          41,500,657  31,800,974
  Change in federal funds sold and interest-
    bearing deposits                                    (206,538)   (557,198)
  Change in consumer credit card receivables,
    excluding sales/transfers                         (1,113,094)     369,906
  Proceeds from sales/securitizations of receivables   5,569,946    2,705,381
   Purchase of lease portfolios/Advanta Mortgage loans   (23,136)    (136,887)
  Principal collected on Advanta Mortgage loans           79,018       85,324
  Advanta Mortgage loans made to customers            (3,932,942)  (2,531,997)
  Purchases of premises and equipment                    (41,060)     (53,709)
  Proceeds from sale of premises and equipment            10,558          226
  Excess of cash collections over income
    recognized on direct financing leases                 26,998       28,520
  Equipment purchased for direct financing leases       (230,350)    (242,624)
  Change in business card receivables, excluding
    sales                                               (119,827)    (314,126)
  Net change in other loans                               (5,896)     (36,178)
Net cash provided by (used in) investing activities      479,234   (1,300,561)
FINANCING ACTIVITIES
  Change in demand and savings deposits                 (379,914)     180,973
  Proceeds from sales of time deposits                 1,143,128    1,621,209
  Payments for maturing time deposits                   (403,256)    (720,125)
  Change in repurchase agreements and term federal
    funds                                                      -      (10,000)
  Proceeds from issuance of subordinated/
    senior debt                                           18,554       11,784
  Payments on redemption of subordinated/
    senior debt                                          (51,840)     (73,714)
  Proceeds from issuance of medium-term notes                 30      436,333
  Payments on maturity of medium-term notes             (188,000)    (203,235)
  Change in notes payable                                219,913      (69,481)
<PAGE>
                                                       Nine Months Ended
                                                         September 30,
                                                        1998      1997
                                                          (Unaudited)

Stock tender offer                                   (801,604)          0
Stock buy back                                         (6,380)          0
Proceeds from issuance of stock                         5,244      11,903
Cash dividends paid                                    (8,231)    (21,247)
Net cash (used in) provided by financing activities  (452,356)  1,164,400
Net increase (decrease) in cash                        22,261     (56,088)
Cash at beginning of period                            57,953     165,875
Cash at end of period                               $  80,214  $  109,787



See Notes to Consolidated Condensed Financial Statements.
<PAGE>
                    ADVANTA CORP. AND SUBSIDIARIES
         NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                        (DOLLARS IN THOUSANDS)
                                   
                          SEPTEMBER 30, 1998
                              (UNAUDITED)
                                   
Note 1) Basis of Presentation

     The   unaudited   consolidated  condensed  financial   statements
     included herein have been prepared by the Company pursuant to the
     rules  and regulations of the Securities and Exchange Commission.
     Certain information and footnote disclosures normally included in
     consolidated  financial statements prepared  in  accordance  with
     generally  accepted accounting principles have been condensed  or
     omitted pursuant to such rules and regulations. In the opinion of
     management, the statements include all adjustments (which include
     only  normal  recurring adjustments, except for items  associated
     with  the  disposition of consumer credit card  assets  described
     below)  required  for  a  fair statement of  financial  position,
     results  of operations, changes in stockholders' equity and  cash
     flows   for   the  interim  periods  presented.  These  financial
     statements  should  be  read in conjunction  with  the  financial
     statements  and  notes thereto included in the  Company's  latest
     annual report on Form 10-K. All significant intercompany accounts
     and  transactions  have  been eliminated  in  consolidation.  The
     results  of  operations through February  20,  1998  include  the
     results  of  operations  of the Company's  consumer  credit  card
     business. (See Note 3.) The results of operations for the interim
     periods  are  not necessarily indicative of the results  for  the
     full year.

     The  preparation  of  financial  statements  in  accordance  with
     generally  accepted accounting principles requires management  to
     make  estimates and assumptions that affect the reported  amounts
     of assets and liabilities and disclosure of contingent assets and
     liabilities  at  the  date of the financial  statements  and  the
     reported  amounts of revenues and expenses during  the  reporting
     periods. Estimates are used when accounting for gain on  sale  of
     receivables  and  the retained interest-only strips,  contractual
     mortgage  servicing rights, the allowance for credit  losses  and
     income  taxes,  among others. Actual results  could  differ  from
     those estimates.

     The  Company  has reclassified its consolidated condensed  income
     statements  and, accordingly, certain prior period  amounts  have
     been  reclassified  to conform with this presentation  and  other
     current year classifications.

Note 2) Disposition of Consumer Credit Card Assets

     Pursuant to the terms of the Contribution Agreement, dated as  of
     October  28,  1997, as amended February 20, 1998, by and  between
     the  Company  and  Fleet  Financial Group,  Inc.  ("Fleet"),  the
     Company and certain of its subsidiaries and Fleet and certain  of
     its  subsidiaries each contributed certain assets and liabilities
     of  their  respective  consumer credit card businesses  to  Fleet
     Credit Card LLC (the "LLC") in exchange for an ownership interest
     in  the LLC (the "Fleet Transaction"). As of the consummation  of
     the  Fleet  Transaction  on  February  20,  1998,  the  Company's
     ownership  interest in the LLC was 4.99%, which is accounted  for
     on the cost basis.   The Contribution Agreement provides for the
     parties to make a final determination of the transferred assets 
     and liabilities, and the settlement procedure is currently in 
     process.  The Company retained certain immaterial assets
     of  its  consumer credit card business which are not required  in
     the operation of such business and certain liabilities related to
     its  consumer credit card business, including, among others,  all
     reserves  relating  to  its  credit insurance  business  and  any
     liability or obligation relating to certain consumer credit  card
     accounts  generated in specific programs which comprised  a  very
     small  portion of the Company's consumer credit card  receivables
     as of February 20, 1998. The assets and liabilities retained have
     been classified in other assets and other liabilities.

     Concurrently  with  the Fleet Transaction the  Company  purchased
     7,882,750 shares of its Class A Common Stock, 12,482,850  of  its
 <PAGE>
     Class B Common Stock, each at $40 per share net, and 1,078,930 of
     its   depositary  shares  each  representing  one   one-hundredth
     interest  in  a  share of  6 3/4% Convertible Class  B  Preferred
     Stock,  Series  1995 (Stock Appreciated Income Linked  Securities
     (SAILS)) at $32.80 per share net, through an issuer tender  offer
     (the  "Tender Offer") which was completed on February  20,  1998.
     The Office of the Comptroller of the Currency (the "Comptroller")
     approved  the payment of a special dividend from Advanta National
     Bank to Advanta Corp., its parent company, to effect the purchase
     of the shares.

     The  contribution  was accounted for as a transfer  of  financial
     assets (cash, loans, and other receivables) and an extinguishment
     of financial liabilities (deposits, debt and other borrowings and
     other   liabilities)  under  Statement  of  Financial  Accounting
     Standards   ("SFAS")  No.  125  "Accounting  for  Transfers   and
     Servicing of Financial Assets and Extinguishments of Liabilities"
     and  a  sale of non financial assets and liabilities (principally
     property  and  equipment,  prepaid  assets,  deferred  costs  and
     certain  contractual obligations). The financial assets  and  non
     financial assets and liabilities of the Company's consumer credit
     card business that were contributed were removed from the balance
     sheet.  The  Company was legally released from being the  primary
     obligor  under  all of the financial liabilities contributed  and
     accordingly, they were removed from the balance sheet.

Note 3) Comprehensive Income

     As of January 1, 1998, the Company adopted Statement of Financial
     Accounting  Standards ("SFAS") No. 130, "Reporting  Comprehensive
     Income,"  which  establishes  standards  for  the  reporting  and
     display  of  comprehensive income and its  components.  The  main
     objective of the statement is to report a measure of all  changes
     in equity that result from transactions and other economic events
     of the period other than transactions with owners.

                                Three Months Ended     Nine Months Ended
                                  September 30,          September 30,
                                 1998       1997       1998         1997

     Net income/(loss)          $ 15,025   $ 42,412   $ 443,282   $  28,013
     Unrealized holding
       gain (loss), net of tax     1,448        992       2,018         232
     Cumulative translation
       adjustments                     0        (51)       (259)        257
     Comprehensive income/
       (loss)                   $ 16,473   $ 43,353   $ 445,041    $ 28,502

Note 4) Recent Accounting Pronouncements

     The  American  Institute of Certified Public  Accountants  issued
     Statement of Position ("SOP") 98-1 "Accounting for the  Costs  of
     Computer  Software  Developed or Obtained for  Internal  Use"  in
     March  1998.  SOP  98-1 is effective for fiscal  years  beginning
     after  December 15, 1998 and specifies that direct costs incurred
     when  developing  computer software for internal  use  should  be
     capitalized  once certain capitalization criteria  are  met.  The
     Company will adopt this SOP during the first quarter of 1999. The
     adoption of SOP 98-1 is not expected to have a material effect on
     the Company's financial statements.

     In   June   1998,   the  Financial  Accounting  Standards   Board
     ("FASB")issued   SFAS   No.  133,  "Accounting   for   Derivative
     Instruments  and  Hedging Activities." SFAS No.  133  establishes
     accounting   and   reporting  standards  requiring   that   every
     derivative  instrument (including certain derivative  instruments
     embedded in other contracts) be recorded in the balance sheet  as
     either an asset or liability measured at its fair value. SFAS No.
     133  requires  that  changes in the derivative's  fair  value  be
     recognized currently in earnings unless specific hedge accounting
     criteria  are  met. SFAS No. 133 is effective  for  fiscal  years
     beginning   after   June   15,  1999  and   cannot   be   applied
     retroactively. The Company has not yet quantified the impacts  of
     adopting  SFAS No. 133 on the financial statements  and  has  not
<PAGE>
     determined the timing of or method of adoption of SFAS  No.  133.
     However,  SFAS No. 133 could increase volatility in earnings  and
     other comprehensive income.

     In  October  1998, the FASB issued SFAS No. 134, "Accounting  for
     Mortgage-Backed  Securities Retained after the Securitization  of
     Mortgage Loans Held for Sale by a Mortgage Banking Enterprise, an
     amendment  of FASB Statement No. 65."  SFAS No. 134  amends  SFAS
     No. 65 to require that after the securitization of mortgage loans
     held  for  sale, an entity engaged in mortgage banking activities
     classify  the  resulting  mortgage-backed  securities  or   other
     retained  interests based on its ability and intent  to  sell  or
     hold   those  investments.   SFAS  No.  134  also  conforms   the
     subsequent   accounting  for  securities   retained   after   the
     securitization of mortgage loans by a mortgage banking enterprise
     with the subsequent accounting for securities retained after  the
     securitization of other types of assets by a nonmortgage  banking
     enterprise.   Prior to the issuance of SFAS No. 134, the  Company
     was  required to account for resulting mortgage-backed securities
     or  other retained interests as trading securities.  SFAS No. 134
     is  effective  for  the  first  fiscal  quarter  beginning  after
     December  15,  1998,  with  early  application  encouraged.   The
     adoption  of  SFAS  No. 134 is not expected to  have  a  material
     effect on the Company's financial statements.

Note 5) Loan and Lease Receivables

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

                                            September 30,    Dec. 31,
                                                 1998          1997

     Consumer credit cards                    $       0  $ 2,579,890
     Advanta Mortgage loans                     571,676      478,433
     Leases and business cards                  282,997      298,789
     Other loans                                 64,605       40,978
     Gross loan and lease receivables           919,278    3,398,090
     Add: Deferred origination costs,
       net of deferred fees                      10,030      116,229
     Less: Reserve for credit losses:
       Consumer credit cards                          0     (118,420)
       Advanta Mortgage loans                    (6,235)      (5,822)
       Leases and business cards                 (9,184)      (9,798)
       Other loans                               (3,734)      (3,733)
       Total                                    (19,153)    (137,773)
     Net loan and lease receivables           $ 910,155  $ 3,376,546

     Receivables  and  accounts serviced for others consisted  of  the
     following:

                                           September 30,   Dec. 31,
                                                1998         1997

     Receivables:
       Consumer credit cards                $         0  $ 8,664,711
       Mortgages                              6,689,717    4,635,730
       Auto loans                               193,398      194,673
       Leases                                   492,342      442,312
       Business cards                           640,468      522,688
       Total                                $ 8,015,925  $14,460,114
     Number of Accounts:
       Consumer credit cards                          0    4,529,248
       Mortgages                                105,249       74,128
       Auto loans                                20,310       19,189
       Leases                                    87,089       86,261
       Business cards                           207,945      162,285
       Total                                    420,593    4,871,111
 <PAGE>
     "Advanta Mortgage loans" include mortgage and auto loans and
     exclude mortgage loans which were never owned by the Company, but
     which the Company services for a fee ("contract servicing").
     Contract servicing receivables were $7.6 billion and $9.2 billion
     at September 30, 1998 and December 31, 1997, respectively. The
     related number of accounts serviced at September 30, 1998 and
     December 31, 1997 were 110,099 and 130,644, respectively.

Note 6) Allowance for Credit Losses

     The following table shows the changes in the allowance for credit
     losses for the periods presented:

                                             Nine Months       Year
                                                Ended         Ended
                                            September 30,    Dec. 31,
                                                 1998          1997

     Balance, beginning of period             $ 137,773    $  89,184
       Current provision                         47,220      210,826
       Reserves on receivables
         (sold)/purchased, net                 (118,530)     (11,015)
       Net charge-offs                          (47,310)    (151,222)
     Balance, end of period                   $  19,153    $ 137,773

Note 7) Interest-Only Strip

     The following reflects activity in the interest-only (IO) strip:

                                                Nine Months       Year
                                                   Ended         Ended
                                               September 30,    Dec. 31,
                                                    1998          1997

     Beginning balance                            $191,868    $ 133,805
     Retained IO on sales, net                     153,481      165,303
     Mark to market adjustments                    (50,980)     (42,371)
     Additional credit reserve                           0       (4,400)
     Amortization and recourse charge-offs, net    (73,253)     (60,469)
     Ending Balance                               $221,116    $ 191,868
<PAGE>
Note 8) Selected Balance Sheet Information

                                            September 30,    Dec. 31,
     Other Assets                                1998          1997

     Receivable from loans sold                $348,449            0
     Prepaid assets                              83,513     $131,305
     Investment in affordable housing            62,395       66,187
     Due from trustees - Advanta Mortgage loans  56,416       25,383
     Escrow advances                             49,761       31,236
     Contract mortgage servicing rights          45,920       24,546
     Accrued interest receivable                 26,178       99,167
     Current and deferred federal
       income taxes                              15,059            0
     Investments in operating leases              9,297       12,432
     Due from trustees - leases and
       business cards                             9,268        6,736
     Deferred costs                               5,807       48,332
     Goodwill                                     3,669        5,134
     Other real estate (A)                        5,652          689
     Amounts due from consumer credit card
       securitizations                                0      222,330
     Other                                       23,580      141,781
     Total other assets                        $744,964     $815,258

     (A) Carried at the lower of cost or fair market value less selling costs.

                                            September 30,    Dec. 31,
     Other Liabilities                           1998          1997

     Accounts payable and accrued expenses     $ 74,397     $101,493
     Accrued interest payable                    53,184       73,103
     Custodial liability                         65,943       30,217
     Unearned insurance premium                  19,451       17,674
     Deferred fees and other reserves            11,217       28,050
     Current and deferred federal and state
       income taxes                                   0       40,461
     Other                                       23,517       49,627
     Total other liabilities                   $247,709     $340,625

Note 9) Income Taxes

     Income tax expense is based on the estimated annual effective tax
     rate  of 30% for the three month period ended September 30, 1998,
     compared to 26% tax rate for the comparable 1997 period.

     Income tax expense (benefit) consisted of the following:

                               Three Months Ended   Nine Months Ended
                                 September 30,        September 30,
                                1998      1997      1998        1997

     Current:
       Federal               $ 24,216  $ (1,079)  $ (45,651)   $ 14,732
       State                    1,937     4,232       8,566       3,893
     Total current             26,153     3,153     (37,085)     18,625
     Deferred:
       Federal                (19,843)   12,742      26,526      (7,115)
       State                      129    (1,147)       (454)     (1,769)
     Total deferred           (19,714)   11,595      26,072      (8,884)
     Total tax expense
        (benefit)            $  6,439 $  14,748   $ (11,013)   $  9,741

     The  reconciliation of the statutory federal income  tax  to  the
     consolidated tax expense is as follows:

                                  Three Months Ended   Nine Months Ended
                                    September 30,        September 30,
                                  1998       1997      1998       1997

     Statutory federal
       income tax                $ 7,484  $ 19,983  $ 151,220   $ 13,142
     State income taxes            1,343     2,006      5,273      1,380
     Insurance income                755    (2,981)    23,331     (5,177)
     Tax credits                  (2,321)   (1,346)    (6,963)    (4,075)
     162m limitation                   0         0      4,725          0
     APB 28 adjustment              (742)   (3,960)    20,506      3,617
     Transfer of consumer credit
       card business                   0         0   (209,110)         0
     Other                           (80)    1,046          5        854
     Consolidated tax
       expense                   $ 6,439  $ 14,748  $ (11,013)  $  9,741
<PAGE>
Note 10) Debt

     Debt consisted of the following:

                                            September 30,    Dec. 31,
                                                 1998          1997

     SENIOR DEBT
     RediReserve certificates (3.77%)        $    2,806   $    3,611
     6 month senior notes (6.53%-7.00%)           4,581        3,523
     12 month senior notes (6.86%-7.33%)         49,486       51,537
     18 month senior notes (6.39%-7.42%)          6,074        6,795
     24 month senior notes (6.16%-7.48%)         32,437       33,517
     30 month senior notes (5.92%-7.56%)         13,111       14,441
     48 month senior notes (5.97%-7.79%)          8,053        8,061
     60 month senior notes (5.83%-7.93%)         19,677       21,999
     Value notes, fixed (6.85%-7.85%)             9,330       30,755
     Medium-term notes, fixed (6.40%-8.36%)     728,492      861,462
     Medium-term notes, floating (5.69%-6.43%)  183,000      238,000
     Short-term bank notes                            0       99,986
     Short-term bank notes, floating                  0      141,974
     Medium-term bank notes, fixed (6.45%-7.12%)  7,336      408,651
     Medium-term bank notes, floating                 0      260,837
     Other senior notes (6.53%-11.34%)            6,808        7,491
     Total senior debt                        1,071,191    2,192,640
     SUBORDINATED DEBT
     Subordinated notes (5.83%-11.34%)            1,614        5,754
     7% subordinated bank notes due 2003              0       49,778
     Total subordinated debt                      1,614       55,532
     Other borrowings                           114,560       52,774
     Total debt and other borrowings          1,187,365    2,300,946
     Less short-term debt & certificates       (327,780)    (809,814)
     Less other borrowings                     (114,560)     (52,774)
     Long-term debt                           $ 745,025  $ 1,438,358

     The  Company's senior floating rate notes were priced based on  a
     factor of LIBOR. At September 30, 1998, the rates on these  notes
     varied  from  5.69% to 6.43%. At September 30, 1998, the  Company
     used  derivative  financial instruments  to  effectively  convert
     certain fixed rate debt to a LIBOR based variable rate.
          

Note 11) Capital Stock

     During  the  third  quarter  of  1998,  the  Board  of  Directors
     authorized  the repurchase shares of the Company's  Class  A  and
     Class  B  common  stock and the formation of  an  Employee  Stock
     Ownership  Plan ("ESOP")(see Note 12).  Up to 2.5 million  shares
     of  the  Company's  Class  A and Class B  common  stock  will  be
     purchased in connection with the stock repurchase program and the
     ESOP.    At   September  30,  1998,  the  Company  had  purchased
     approximately  89,000  Class B shares and  approximately  427,000
     Class  A  shares at a total cost of $6.4 million.  Of  the  total
     shares  purchased,  approximately 372,000  Class  A  shares  were
     purchased for the Company's newly formed Employee Stock Ownership
     Plan (see Note 12).

Note 12) Employee Stock Ownership Plan

     On   September  10,  1998,  the  Company's  Board  of   Directors
     authorized  the  formation of an Employee  Stock  Ownership  Plan
     ("ESOP"), covering all employees of the Company who have  reached
     age  21 with one year of service. During September 1998, the ESOP
     borrowed  approximately $4.8 million from the Company (the  "ESOP
     Loan")  and  used the proceeds to purchase approximately  372,000
     shares  of the Company's Class A common stock.  The ESOP Loan  is
     payable over 30 years.  The Company makes annual contributions to
     the ESOP equal to the ESOP's debt service less dividends received
<PAGE>
     by  the ESOP.  All dividends received by the ESOP are used to pay
     debt  service.  As the ESOP Loan is repaid, shares are  allocated
     to active employees, based on the proportion of debt service paid
     in  the  year.   The Company accounts for its ESOP in  accordance
     with AICPA Statement of Position 93-6, "Employer's Accounting for
     Employee Stock Ownership Plans."  Accordingly, unallocated shares
     are  reported as unearned ESOP shares in the balance  sheet.   As
     shares of common stock acquired by the ESOP are allocated to each
     employee  based  on the repayment of the ESOP Loan,  the  Company
     reports compensation expense equal to the current market price of
     the  shares,  and the shares become outstanding for earnings-per-
     share  computations.  Dividends  on  allocated  ESOP  shares  are
     recorded  as  a  reduction  of retained  earnings;  dividends  on
     unallocated ESOP shares are recorded as a reduction of  debt  and
     interest expense.  ESOP compensation expense of the quarter ended
     September 30, 1998 was not material.


Note 13) Restructuring Charges

     During  the  first  quarter of 1998, the  Company  implemented  a
     restructuring plan to reduce corporate expenses incurred  in  the
     past   to  support  the  operations  contributed  in  the   Fleet
     Transaction.  In  connection with this plan, the Company  accrued
     severance benefits of approximately $35 million during the  first
     quarter,  approximately $27 million of which has been  classified
     as  severance  and outplacement costs associated  with  workforce
     reduction,  option exercise and other employee  costs  associated
     with  Fleet  Transaction/Tender Offer and the  balance  has  been
     classified as compensation expense. In connection with this  plan
     approximately  255  employees who ceased to be  employed  by  the
     Company  are  entitled to benefits, of which 190  employees  were
     directly  associated with the operations contributed to  the  LLC
     and approximately 65 employees were associated with the workforce
     reduction.   As   of  September  30,  1998,  the   Company   paid
     approximately  $28 million of severance benefits  to  employees
     which was charged against the associated liability.

     Also during the first quarter of 1998, the Company implemented  a
     plan   to  exit  business  and  product  offerings  not  directly
     associated  with  its mortgage and business  services  units.  In
     connection  with  this  plan, contractual commitments  associated
     with development activities to be discontinued were accrued.  The
     contractual commitments and termination benefits are expected  to
     be  paid  out over the next nine months. The actions to  complete
     the   plan   are   principally  the  settlement  of   contractual
     commitments and distributing the remaining severance benefits.

     The  Company has contractual commitments to certain customers and
     other   nonrelated  financial  institutions  that  are  providing
     benefits  to these customers under a product that will no  longer
     be  offered and for which no future revenues or benefits will  be
     received.  A  substantial portion of the contractual  commitments
     will  be  paid  out over approximately the next  40  months.  The
     actions required to complete this plan include the settlement  of
     contractual commitments and the payment of customer benefits.

     During  the  first  quarter of 1998, the Company  recorded  $29.8
     million  of charges classified as expense associated with  exited
     business/product  in  connection  with  the  aforementioned  exit
     plans.  As  of September 30, 1998, the Company paid approximately
     $6.9  million  of contractual commitments, customer benefits  and
     termination  benefits which were charged against  the  associated
     liabilities for the aforementioned exit plans.

Note 14) Assets Held for Disposal

     In  connection  with the Company's restructuring plan  to  reduce
     corporate expenses and the Company's efforts to exit business and
     product  development  activities  previously  mentioned,  certain
     assets were identified for disposal and written down to estimated
     realizable value. These assets principally consisted of  facility
<PAGE>
     capital  assets, software, intangible and other  assets.  In  the
     first  quarter  of 1998, the Company recognized a  total  of  $20
     million  of losses associated with the write-off of these assets,
     $11.3   million  of  which  have  been  classified  as   expenses
     associated  with  exited business/product. The  disposal  of  the
     assets is expected to be completed within the next six months.

Note 15) Net interest income

     The following presents the components of net interest income:

                                  Three Months        Nine Months
                                   Ended                 Ended
                                  September 30,       September 30,
                                1998     1997       1998       1997
                                           

Interest income
 Loans and leases            $ 28,080 $ 95,410  $  99,922  $ 224,994
 Investments                   22,224   38,231     71,116    107,051
Total interest income          50,304  133,641    171,038    332,045
Interest expense:
 Deposits                      14,016   44,143     62,747    105,337
 Other debt                    25,149   44,271     80,189    134,336
Total interest expense         39,165   88,414    142,936    239,673
Net interest income            11,139   45,227     28,102     92,372
Provision for loan losses       6,414   48,243     47,220    158,886
Net interest income after
 provision for credit losses $  4,725 $ (3,016) $ (19,118) $ (66,514)
<PAGE>
Note 16) Earnings Per Share

     Earnings  per share are calculated under the provisions  of  SFAS
     No.  128,  "Earnings  Per Share" ("SFAS  128").  Since  the  cash
     dividends  declared on the Company's Class B  Common  Stock  were
     higher  than the dividends declared on the Class A Common  Stock,
     Basic  and Dilutive Earnings Per Share have been calculated using
     the  "two-class"  method. The two-class  method  is  an  earnings
     allocation  formula that determines earnings per share  for  each
     class  of  common  stock  according  to  dividends  declared  and
     participation rights in undistributed earnings. The  Company  has
     also presented "Combined Earnings Per Share," which represents  a
     weighted  average  of  Class A Earnings Per  Share  and  Class  B
     Earnings Per Share.

     The  following table sets forth the calculation of basic earnings
     per share and diluted earnings per share:

                                     Three Months Ended   Nine Months Ended
                                       September 30,        September 30,
                                     1998      1997       1998       1997

Net income                        $  15,025  $  42,412  $ 443,282    $ 28,013
 less: Preferred "A" dividends            0          0       (141)       (141)
 less: Preferred "B"
   dividends, net                      (929)    (1,602)    (2,733)     (4,807)
Income available
 to common Shareholders              14,096     40,810    440,408      23,065
 less: Class A dividends
   declared                            (653)    (2,000)    (1,961)     (5,996)
 less: Class B dividends
   declared                          (1,147)    (3,435)    (3,396)    (10,302)
Undistributed Earnings            $  12,296   $ 35,375  $ 435,051    $  6,767
Shares:
 Basic: Combined                     24,482     42,875     27,880      42,750
   Class A                           10,316     18,188     11,780      18,171
   Class B                           14,166     24,687     16,100      24,579
 Options A                                4         57         10          78
 Options B                               28        526        108         611
 AMIP B                                   0        157        156         169
 Preferred B                              0      2,500      1,622           0
   Diluted: Combined                 24,514     46,115     29,776      43,608
     Class A                         10,320     18,245     11,790      18,249
     Class B                         14,194     27,870     17,986      25,359
 Earnings Per Share
   Basic: Combined(1)              $    .58   $    .95  $   15.80    $    .54
     Class A                            .57        .94      15.77         .49
     Class B                            .58        .96      15.82         .58
   Diluted: Combined(1)            $    .58   $    .92  $   14.88    $    .53
     Class A                            .56        .91      14.87         .48
     Class B                            .58        .92      14.89         .56

     (1)  Combined represents a weighted average of Class A and Class B.

     For  the quarters ended September 30, 1998 and 1997 and the  nine
     months ended September 30, 1997, 14,211 shares, 25,000 shares and
     25,000 shares, respectively, of the Company's Convertible Class B
     Preferred Stock (SAILS) were outstanding but were not included in
     the  computation of diluted earnings per share because they  were
     antidilutive  for that period. Options to purchase 3.0  million
     and  2.2 million shares of Class B common stock, respectively, were
     outstanding  during  the  three  months  and  nine  months  ended
     September  30,  1998 but were not included in the computation  of
     diluted EPS because the options' exercise price was greater  than
     or  equal to the average market price of the common shares during
     the applicable periods.
<PAGE>
Note 17) Contingencies

     On  June 30, 1997, purported shareholders of the Company who  are
     represented by a group of law firms filed a putative class action
     complaint  against  the Company and several of  its  current  and
     former officers and directors in the United States District Court
     for  the  Eastern  District of Pennsylvania.  A  second,  similar
     complaint  was  filed in the same court a few  days  later  by  a
     different  group  of law firms. Both complaints allege  that  the
     Company  made misrepresentations in certain of its public filings
     and  statements  in violation of the Securities Exchange  Act  of
     1934.  The  complaints seek damages of an unspecified amount.  On
     July   10,  1998,  the  complaints,  which  had  previously  been
     consolidated, were dismissed by the Court for failing to state  a
     claim.  The  plaintiffs determined not to attempt to amend  their
     Complaints.   Rather,  they have appealed  the  District  Court's
     decision  to  the United States Court of Appeals  for  the  Third
     Circuit.  The  Company believes that the District Court's  ruling
     will  be affirmed and that the allegations in the complaints  are
     without  merit.  In  the  opinion  of  management,  the  ultimate
     resolution of these complaints is not expected to have a material
     adverse  effect  on  the financial position or  future  operating
     results of the Company.

     Between  August 25, 1997 and December 18, 1997, the  Company  and
     certain  of its subsidiaries were named as defendants in lawsuits
     by  certain  consumer  credit cardholders claiming  to  represent
     consumer  credit  cardholders in a specific  program.  The  class
     action complaints allege that consumer credit cardholder accounts
     in  a  specific  program were improperly  repriced  to  a  higher
     percentage  rate  of  interest.  The  complaints  assert  various
     violations  of  federal  and  state  law  with  regard  to   such
     repricings, and each seeks damages of an unspecified  amount.  On
     June  3,  1998,  the  Judicial Panel on multidistrict  litigation
     ordered  that  all of the federal court actions  be  consolidated
     into  one  proceeding for pretrial purposes in the United  States
     District  Court  for  the Eastern District  of  Pennsylvania.  On
     November 6, 1998, the Company and counsel for plaintiffs  in  two
     of  the  actions pending in the Superior Court of  the  State  of
     Delaware entered into  a Settlement Agreement and Stipulation in
     the Delaware State Court to settle the claims relating to the
     specific  program referred to above.  Pursuant to the  Settlement
     Agreement  and Stipulation, which is subject to Court approval,
     the Company will pay  $7.25 million to the plaintiffs.  With the
     exception of persons who opt-out of the settlement, once the Court
     grants final approval of the settlement and that approval becomes 
     effective, all of the claims in the other lawsuits relating to the
     specific program referred to above will be released.  While 
     management believes the allegations are without merit, the Company
     recognizes the risk of continued litigation and the additional
     expenditure of time, energy and resources and that further 
     defense of the actions would be potentially protracted and expensive 
     and that settlement is desirable.
     
     The   Company  and  its  subsidiaries  are  involved   in   legal
     proceedings,  claims and litigation, including those  arising  in
     the  ordinary course of business.  Management believes  that  the
     aggregate liabilities, if any, resulting from such actions  would
     not  have a material adverse effect on the consolidated financial
     position of the Company.  However, as the ultimate resolution  of
     these  proceedings  is  influenced  by  factors  outside  of  the
     Company's  control, it is reasonably possible that the  Company's
     estimated liability under these proceedings may change.
<PAGE>
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS

Overview

For  the  quarter ended September 30, 1998, the Company  reported  net
income  of  $15.0 million or diluted earnings per share  of  $.58  for
Class  A  and Class B shares combined. The net income for the  quarter
ended  September 30, 1998 includes $10.1 million and $5.1 million  for
Advanta  Mortgage  and Advanta Business Services,  respectively.  This
represents an increase of $6.0 million, or 65% from the net income  of
$9.2  million from Advanta Mortgage and Advanta Business Services that
was  reported  in  the  second quarter of this year.  Last  year,  the
Company reported net income of $42.4 million, or diluted earnings  per
share  of $.92 for Class A and Class B shares combined for the quarter
ended September 30, 1997.

For  the nine months ended September 30, 1998 the Company reported net
income  of $443.3 million or diluted earnings per share of $14.88  for
Class  A  and Class B shares combined. In the same period of 1997  the
Company  reported net income of $28.0 million or diluted earnings  per
share of $.53 for Class A and Class B shares combined.

The  net income for the nine month period of 1998 reflects the  $536.4
million  net gain on the Fleet Transaction (See Note 2 to Consolidated
Condensed  Financial Statements), a $62.3 million  pretax  charge  for
severance and outplacement costs associated with  workforce reduction,
option  exercises and other employee costs associated with  the  Fleet
Transaction / Tender Offer, a $54.1 million pretax charge for expenses
associated  with  exited  businesses and products,  $42.5  million  of
equity  securities  losses  and  an $8.7  million  pretax  charge  for
facility  impairments.  Net income for Advanta  Mortgage  and  Advanta
Business  Services  was $22.4 million and $8.3 million,  respectively.
Net income for Advanta Mortgage reflects a $51.0 million pretax charge
recorded   to  adjust  the  retained  interest-only  (IO)  strips   in
accordance  with  the  Company's practice of regularly  reviewing  its
assumptions to reflect the Company's actual market experience.

This  report 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.  Significant  risks   and
uncertainties include: the Company's managed net interest margin;  the
receivables  volume;  the  timing  of the  Company's  securitizations;
prepayment  rates;  the  mix  of  account  types  and  interest   rate
fluctuations;  the level of delinquencies, customer bankruptcies,  and
charge-offs;  and  the  amount and rate of  growth  in  the  Company's
expenses. Earnings also may be significantly affected by factors  that
affect  consumer debt, competitive pressures from other  providers  of
financial services, the effects of governmental regulation, the amount
and  cost  of financing available to the Company and its subsidiaries,
the  difficulty  or inability to securitize the Company's  receivables
and  the  impact  of  the  ratings of debt  of  the  Company  and  its
subsidiaries.  Additional risks that may affect the  Company's  future
performance are set forth elsewhere in this Quarterly Report  on  Form
10-Q  and  in  the Company's Annual Report on Form 10-K for  the  year
ended  December  31,  1997 and other filings with the  Securities  and
Exchange Commission.

Gain on Sale of Receivables

Advanta  Mortgage  completed  two securitizations  with  an  aggregate
principal balance of $1.01 billion for the quarter ended September 30,
1998.  In  addition, the Company sold $109 million in whole loans  and
increased  its portfolio of loans held in off-balance sheet Commercial
Paper  conduit facilities by approximately $43 million. Total  Advanta
Mortgage  sales/securitization increased  24.1%  and  63.5%  over  the
comparable  three month periods ended June 30, 1998 and September  30,
1997,  respectively.  The  increase in sales/securitizations  resulted
primarily  from  the  increase  in mortgages  originated  during  this
quarter. Advanta Mortgage originated $1.57 billion in new loans during
the  third quarter, an increase of 65.3% over the year-ago quarter and
25.8% over the second quarter of 1998.

The  Company  recognized  $38.5 million in gains  resulting  from  the
securitization  and  sale  of  these  receivables.  This  gain,  which
<PAGE>
represents  approximately 3.7% of the loans sold in this  quarter,  is
lower  than  the  4.4%  recognized on loans  sold  last  quarter.  The
decrease  in  gain  as  a percentage of loans  sold  this  quarter  is
primarily due to the mix of loans sold during this quarter.  The  gain
realized  varies  for each of the Company's products  and  origination
channels.  Typically, the gain realized from loans directly originated
is  higher  than  the  gain  from indirect  origination  channels.  In
addition, due to the significant drop in interest rates this  quarter,
the  hedge  contracts  used  to  manage  interest  rate  risk  between
origination  and  sale of the loans for the current quarter  generated
losses  of  approximately $29 million.  These losses served to  offset
the  higher than normal gains that occur from the sale of loans in  a
decreasing  rate  environment. While this  type  of  hedging  activity
impacts the gains recognized from securitization and sale activity, it
does not impact the Company's IO Strip.

In  this  quarter,  in  accordance  with  the  Company's  practice  of
regularly reviewing and, where appropriate, adjusting the retained  IO
Strip assumptions for its experience, the Company recognized a pretax
charge against  third  quarter  earnings of $17.3  million. In  the
second quarter of 1998, the Company recorded a $23.9 million pretax
charge to adjust the IO Strip.  Prepayment rate assumptions used in
valuing the Company's IO Strip were revised to 29% for fixed rate loans,
37%  for intermediate  rate loans and 43% for ARMs.  At the end of  the
second quarter the prepayment assumptions were 27% for fixed rate loans,
33% for intermediate rate loans and 39% for ARMs.

The  Company  announced that beginning in the fourth quarter  of  this
year,  it expects to report income for its mortgage business  that  is
essentially equal to that of a portfolio lender, rather than the front-
ended  income  typically  reported through gain  on  sale  accounting.
Since  gain  on  sale accounting is required under generally  accepted
accounting  principles for securitizations structured  as  sales,  the
Company  will  accomplish  this change by increasing  its  use  of  on
balance  sheet  funding  over  time  and  decreasing  its  degree  of
reliance on securitizations structured as sales.

Advanta  Business Services recognized $12.8 million in  securitization
income.  This  includes approximately $3.6 million in gains  from  the
securitization  of  $77.7 million of leases. The remainder  represents
gains  on the sale of new business card receivables which are sold  to
the  trust on a continuous basis to replenish the investors'  interest
in trust receivables which have been repaid by the cardholders.

The   FASB  is  currently  addressing  several  implementation  issues
relating  to SFAS No. 125. One of these issues relates to an exception
SFAS  No. 125 currently makes for FDIC-insured institutions. The FDIC,
upon reclamation of assets from an FDIC-insured institution, would not
be  required to pay interest between the date of reclamation  and  the
date  of  payment, which could indicate that they would not  meet  the
isolation  from creditors criterion established in SFAS  No.  125.  In
January  1998, the FASB staff announced that it would study the  issue
and  said  that,  in the interim, FDIC-insured institutions  need  not
conclude  that the FDIC receivership powers preclude sale  accounting.
An  exposure draft of proposed amendments is expected in late 1998, but
the timing of such draft is still uncertain, and the effective date would
likely not be prior to January, 1999.
<PAGE>


Originations for Advanta Mortgage were as follows ($ in Thousands):

                        Three Months Ended       Nine Months Ended
                          September 30,            September 30,
                        1998         1997        1998         1997

Direct                $  483,290    $219,837  $1,148,580   $  614,404
Broker                   162,531      62,096     347,142      192,285
Conduit                  584,418     332,460   1,364,374      844,954
Corporate Finance        320,871     292,500     994,770      832,981
Auto                      18,593      42,633      98,052       95,883
                      $1,569,703    $949,526  $3,952,918   $2,580,507

Total  third quarter originations for Advanta Mortgage increased 65.3%
over the comparable 1997 period. Direct mortgage originations for  the
third  quarter  increased  119.8% and indirect  mortgage  originations
increased  48.9% from the comparable period of the prior  year.  Total
year-to-date  originations for Advanta Mortgage increased  53.2%  from
the  comparable  nine month period of the prior year. Direct  mortgage
originations   increased  86.9%  and  indirect  mortgage  originations
increased  42.6%  from the comparable period of the  prior  year.  The
increase  in  direct  originations reflects  the  Company's  focus  on
capitalizing  on  its  direct  marketing  experience  and  centralized
telemarketing and processing capabilities.
<PAGE>

Originations  for  Advanta Business Services were  as  follows  ($  in
Thousands):

                        Three Months Ended       Nine Months Ended
                          September. 30,           September 30,
                          1998       1997          1998       1997

Leases                $ 95,344   $ 84,567    $  232,347  $  247,367
Business card          349,645    294,001       987,267     777,636
                      $444,989   $378,568    $1,219,614  $1,025,003

Total  originations for business cards and leases increased  17.5%  in
the  third quarter of 1998 when compared to the third quarter of 1997.
Total  year-to-date  originations for the business  cards  and  leases
increased 19.0% from the comparable period of the prior year.

Interest Income and Expense

Interest income on receivables and investments decreased $67.0 million
and  $16.0  million, respectively, for the third quarter of 1998  from
the  same period of 1997 and interest expense decreased $49.2  million
during  the  same comparative period. For the nine month period  ended
September  30,  1998  interest income on receivables  and  investments
decreased $124.2 million and $35.9 million, respectively, as  compared
to  the  nine  months ended September 30, 1997, and  interest  expense
decreased  $96.7  million  during the  same  comparative  period.  The
decreases  in  interest  income  and  interest  expense  were   mainly
attributable   to  the  decrease  in  interest  bearing   assets   and
liabilities in connection with the Fleet Transaction and Tender Offer.
Also  impacting interest income on receivables during the nine  months
ended  September  30,  1998 were consumer credit  card  securitization
transactions  prior to the Fleet Transaction as well  as  the  mix  of
receivables. Both periods reflect suppressed margins as  a  result  of
carrying high investment balances as a percent of owned assets.

The  following  tables provide an analysis of both owned  and  managed
interest  income  and expense data, average balance  sheet  data,  net
interest spread (the difference between the yield on interest  earning
assets and the average rate paid on interest bearing liabilities), and
net  interest  margin (the difference between the  yield  on  interest
earning  assets  and  the average rate paid to fund  interest  earning
assets) for the three month and nine month periods ended September 30,
1998  and  1997.  Average  owned loan and lease  receivables  and  the
related interest revenues include certain loan fees.
<PAGE>
INTEREST RATE ANALYSIS
($ IN THOUSANDS)

                             Three Months Ended September 30,
                                 1998                      1997
                     Average              Yield/  Average              Yield/
                     Balance(1) Interest  Rate    Balance(1) Interest  Rate
                        
On-balance sheet
Consumer credit 
  cards            $        0   $     0   0.00%  $1,711,826   $68,981  15.99%
Advanta Mortgage  
  loans               866,759    20,650   9.45      711,034    16,000   8.93
Leases and business  
  cards               263,072     8,149  12.32      345,420    10,378  11.95
Other  loans           17,704       574  12.87       37,450     1,003  10.64
Gross receivables  
  (2)               1,147,535    29,373  10.16    2,805,730    96,362  13.63
Trading 
  investments         314,143     4,864   6.19            0         0   0.00
Investments(2)      1,072,933    17,394   6.45    2,697,379    38,256   5.63
Total interest 
  earning assets   $2,534,611   $51,631   8.10%  $5,503,109  $134,618   9.71%
Interest-bearing  
  liabilities      $2,475,703   $39,135   6.28%  $5,528,703  $ 88,414   6.35%
Net interest 
  spread                                  1.82%                         3.36%
Net interest
  margin                                  1.96%                         3.33%
Off-balance sheet
Consumer credit 
  cards            $        0                   $ 9,190,092
Advanta Mortgage 
  loans             6,218,600                     3,522,496
Leases and 
  business cards    1,117,123                       790,383
Total average securitized
  receivables      $7,335,723                   $13,502,971
Total average managed
  receivables      $8,483,258                   $16,308,701

(1)  Includes assets held and available for sale and nonaccrual  loans
     and leases.

(2)  Interest  and  average  rate for tax-free securities,  loans  and
     leases computed on a tax equivalent basis using a statutory  rate
     of 35%.
<PAGE>
INTEREST RATE ANALYSIS
($ IN THOUSANDS)

                              Nine Months Ended September 30,
                                 1998                         1997
                     Average              Yield/  Average              Yield/
                     Balance(1) Interest  Rate    Balance(1) Interest  Rate

On-balance sheet
Consumer credit 
  cards            $  514,338  $ 23,457   6.10% $ 1,684,932  $154,490  12.26%
Advanta Mortgage  
  loans               715,060    53,268   9.96      567,086    41,300   9.74
Leases and business
  cards               286,155    25,897  12.09      325,470    30,213  12.40
Other loans            15,002     1,288  11.48       28,700     2,100   9.78
Gross receivables
  (2)               1,530,555   103,910   9.08    2,606,188   228,103  11.69
Trading 
  investments         120,471     5,556   6.15            0         0   0.00
Investments(2)      1,460,181    65,669   5.99    2,508,087   107,124   5.69
Total interest 
  earning assets  $ 3,111,207  $175,135   7.52% $ 5,114,275  $335,227   8.75%
Interest-bearing 
  liabilities     $ 3,014,661  $142,936   6.30% $ 5,124,867  $239,673   6.23%
Net interest spread                       1.22%                         2.52%
Net interest margin                       1.41%                         2.49%
Off-balance sheet
Consumer credit 
  cards           $ 1,953,903                   $ 9,918,540
Advanta Mortgage 
  loans             5,595,171                     3,022,539
Leases and business 
  cards             1,042,220                       683,030
Total average securitized
  receivables     $ 8,591,294                   $13,624,109
Total average managed
  receivables     $10,121,849                   $16,230,297

(1)  Includes assets held and available for sale and nonaccrual  loans
     and leases.

(2)  Interest  and  average  rate for tax-free securities,  loans  and
     leases computed on a tax equivalent basis using a statutory  rate
     of 35%.
<PAGE>
Servicing Revenues

Servicing  revenues decreased to $30.7 million for  the  three  months
ended  September 30, 1998 as compared to $63.4 million for  the  three
months  ended  September 30, 1997. For the nine months ended  September
30,  1998,  servicing revenues were approximately  $113.9  million  as
compared  to  $185.5 million for the nine months ended  September  30,
1997.  The 1997 and first quarter 1998 amounts include consumer credit
card servicing income, which activities were transferred in connection
with the Fleet Transaction. The Company's contract servicing portfolio
was $7.6 billion at September 30, 1998 versus $8.3 billion at June 30,
1998  and $8.9 billion at September 30, 1997. The decrease in contract
servicing  volume since the first quarter resulted from the previously
announced  withdrawal of business by certain customers who have  begun
servicing  their  own  portfolios,  and  from  higher  prepayments  in
contract servicing portfolios.

Imputed Interest is Comprised of The Following ($ in Thousands):

                            Three Months Ended     Nine Months Ended
                               September 30,         September 30,
                              1998       1997        1998      1997

Cash received on IO        $ 29,720   $ 20,789    $ 88,936  $ 58,145
Amortization and 
  charge-offs               (24,825)   (15,336)    (73,253)  (41,886)
Imputed interest, net      $  4,895   $  5,453    $ 15,683  $ 16,259

Gain on Transfer of Consumer Credit Card Business

The net gain recognized by the Company in 1998 of approximately $536.4
million  represents the excess of liabilities transferred to  the  LLC
over  the  net  basis  of  the  assets transferred  and  includes  the
Company's retained minority membership interest in the LLC,  which  at
the  closing  date  of  the Fleet Transaction was  a  4.99%  ownership
interest in the LLC valued at $20 million.
<PAGE>

Other Revenues ($ in Thousands):

                            Three Months Ended     Nine Months Ended
                               September 30,         September 30,
                              1998      1997         1998      1997

Equity securities
  (losses)/gains           $    (50)   $(4,320)    $(43,039) $(10,035)
Mortgage other revenues       1,291        276        3,836     4,025
Leasing other revenues        5,883     12,644       17,414    30,695
Business card other 
  revenues                    2,117     (2,166)       6,761    (3,108)
Insurance revenues, net          (8)    (3,342)       1,623    (8,139)
Other                           898     15,945       13,419    32,148
Total other revenues,net   $ 10,131    $19,037     $     14  $ 45,586

Other  revenues  reflect  equity securities losses  of  $42.5  million
recognized in the first quarter of 1998. The equity securities  losses
reflect  changes in the fair value of Advanta Partners LP investments.
Most  of the loss relates to investments not publicly traded for which
Advanta  Partners LP decided during the first quarter  to  expedite  a
disposal  plan.  Other mortgage, business card, and  leasing  revenues
generally  consist  of  late fees, plus annual  fees  and  interchange
income related to the business card.

Operating Expenses

The  Company's operating expenses this quarter totaled $80.2  million,
or  3.7%  of  average  managed receivables.  The  ratio  of  operating
expenses  to  average  managed receivables decreased  from  3.9%  last
quarter  due to the continued leveraging of the Company's  fixed  cost
base.  As the Company's managed portfolio continues to grow during the
remainder  of  the  year, it is expected that the ratio  of  operating
expenses  to managed receivables will be within the range of  3.6%  to
3.9%

Salaries  and employee benefits decreased $22.1 million for the  three
months  ended  September 30, 1998 as compared to the  same  period  of
1997.  This reduction reflects the decrease in the number of employees
associated  with the Fleet Transaction as well as workforce reductions
and  exit  and disposition plans associated with business and  product
offerings  not  directly  associated with the Company's  mortgage  and
business services units.
<PAGE>
Other Operating Expenses ($ in Thousands):


                            Three Months Ended     Nine Months Ended
                               September 30,         September 30,
                              1998      1997         1998      1997

Marketing                 $13,569     $14,277     $ 37,931  $ 37,928
Equipment expense           4,511       8,491       18,153    26,759
External processing         3,740       4,126       18,263    29,572
Credit and collection 
  expense                   3,381       5,121       11,455    15,155
Occupancy expense           3,243       5,369       11,694    16,765
Telephone expense           2,361       5,450        9,811    15,667
Professional fees           1,606      13,533        8,150    29,638
Postage                     1,211       6,489        7,477    21,232
Amortization of credit card
  deferred origination
  costs, net                1,175      14,395       21,108    47,916
Credit card fraud losses      100       4,554        3,000    17,730
Other                       3,434       3,135       10,141    19,323

Total other operating 
  expenses                $38,331     $84,940     $157,183  $277,685

Other operating expenses decreased $46.6 million to $38.3 million  for
the  three months ended September 30, 1998 from $84.9 million for  the
three  months  ended  September 30 1997. For  the  nine  months  ended
September 30, 1998, other operating expenses decreased $120.5  million
to  $157.2  million  from $277.7 million for  the  nine  months  ended
September  30,  1997.  The  decreases in these  expenses  reflect  the
decrease in operating expenses resulting from the Fleet Transaction.

Provision for Credit Losses

For  the  third  quarter  of  1998 the  provision  for  credit  losses
decreased  to $6.4 million from $48.2 million for the same  period  of
1997 and charge-offs on owned receivables decreased to $5.4 million in
the third quarter of 1998 from $40.0 million during the same period of
1997.  For the nine months ended September 30, 1998 the provision  for
credit  losses  decreased  to $47.2 million from  the  $158.9  million
recorded  for the same period of 1997. Charge-offs for the  same  nine
month  period  decreased  to $47.3 million in  1998  from  the  $116.5
million  for  1997.  These decreases are mainly  attributable  to  the
transfer  of  the consumer credit card receivables in connection  with
the Fleet Transaction.

Asset Quality

Managed  impaired  assets at September 30, 1998  decreased  to  $343.8
million from the $456.6 million at the comparable period of 1997.  The
levels  of managed loans 30 days or more delinquent also decreased  to
$616.9 million from the $940.6 million at September 30, 1997. Impaired
assets  include both nonperforming assets (mortgage, auto  and  credit
cards  and  leases  past due 90 days or more; real estate  owned;  and
bankrupt,  decedent  and fraudulent credit cards) and  accruing  loans
past  due  90  days or more on business cards and leases. The  Company
charges  off  expected  losses  on all  nonperforming  mortgage  loans
generally  no  later than when they have become 12 months  delinquent,
regardless  of  anticipated  collectibility.  Lease  receivables   are
written  off  no later than when they have become 120 days delinquent.
All  other  loans  are  generally charged  off  upon  the  earlier  of
approximately 6 months or after an investigative period  for  bankrupt
and fraudulent accounts.
<PAGE>
The consolidated managed charge-off rate for the third quarter of 1998
was  1.4%, down from 1.5% for the second quarter of 1998 and 5.4%  for
the  third  quarter  of 1997. The following represents  the  quarterly
results by product:

                                                           Managed
                                                         Receivables
                           For the Quarter Ended           9/30/98
                     9/30/98       6/30/98     9/30/97   (In Millions)

Mortgage only         0.56%         0.61%       0.61%      $7,216
Auto                  7.11          6.54(1)     8.01          239
Business rd           5.79          6.57        3.53          778
Leases                2.29          2.26        2.92          637

(1)  Reflects  an  impact due to the timing of auto loan  charge-offs.
     The second quarter's rate comparable to the current quarter would
     be  approximately 9%. However, the difference had  no  effect  on
     earnings.

The charge-off rates for mortgages and leases are expected to  remain
relatively consistent with the third quarter 1998.The Company  expects
the  charge-off rate for auto loans to increase moderately by the  end
of the year.

The allowance  for credit losses is maintained for  on-balance  sheet
receivables.  This  allowance is intended to cover anticipated  credit
losses   inherent  in  the  owned  loan  portfolio.  With  regard   to
securitized  assets, the fair value of anticipated losses and  related
recourse liabilities is reflected in the calculations of gain on  sale
of   receivables,  business  card  and  lease  securitization  income,
retained  interest  only strip and other assets. Recourse  liabilities
are  intended to cover all probable credit losses over the life of the
securitized receivables.

The allowance for credit losses on a consolidated  owned basis  was
$19.2 million or 2.2% of owned receivables at  September 30, 1998
compared to $137.8 million or 4.1% of receivables at December 31, 1997
and $126.6 million or 4.8% of receivables at September 30, 1997.  The
percentage decrease is a result of an increase in the relative percent
of secured  receivables in the total loan portfolio. The  decline in
balance is predominately attributable to the transfer of the consumer
credit card allowance in conjunction with the Fleet Transaction.

On the total managed portfolio, impaired assets were $343.8 million or
3.9%  of receivables  at September 30, 1998, as  compared  to  $532.0
million or 3.0% of receivables at December 31, 1997 and $456.6 million
or  2.8% of receivables at September 30, 1997. On  the  total  owned
portfolio, impaired assets were $38.6 million or 4.4% of  receivables
at  September 30, 1998, compared to $100.6 million or 3.0% of 
receivables  at  December  31, 1997, and  $74.2  million  or  2.8%  of
receivables at September 30, 1997.
<PAGE>
The   following  tables  provide  a  summary  of   impaired   assets,
delinquencies and charge-offs, as of and for the year-to-date  periods
indicated.

                                    Sept. 30,     Dec. 31,  Sept. 30,
Consolidated-Managed(1)                1998         1997      1997

Nonperforming assets (2)             $343,788   $  328,835  $272,946
Accruing loans past due 
  90 days or more                          36      203,117   183,651
Impaired assets                       343,823      531,952   456,597
Total loans 30 days or more 
  delinquent                          616,858    1,068,183   940,595
As a percentage of gross 
  receivables:
    Nonperforming assets (2)              3.9%         1.8%      1.7%
    Accruing loans past due 90 
      days or more                        0.0          1.1       1.1
    Impaired assets                       3.9          3.0       2.8
    Total loans 30 days or 
      more delinquent                     6.9          6.0       5.7
Net charge-offs:
  Amount                             $213,287   $  860,098  $656,920
  As a percentage of average gross
    receivables (annualized)              2.8%         5.3%      5.4%
ADVANTA MORTGAGE LOANS - MANAGED
  Nonperforming assets (2)           $315,415   $  200,600  $152,887
  Total loans 30 days or more 
    delinquent                        533,695      391,929   322,860
  As a percentage of gross 
    receivables:
      Nonperforming assets (2)            4.2%         3.8%      3.3%
      Total loans 30 days or more 
        delinquent                        7.2          7.4       7.1
  Net charge-offs - Mortgage Loans
    Amount                           $ 25,273   $   19,953  $ 14,172
    As a percentage of average
      receivables (annualized)             .6%          .5%       .5%
  Net charge-offs - Auto Loans       $ 13,570   $   10,212  $  4,903
    As a percentage of average
     receivables (annualized)             7.9%         7.3%      5.5%
LEASES AND BUSINESS CARDS - MANAGED
  Nonperforming assets (2)           $ 28,057   $   26,782  $ 21,123
  Impaired assets                      28,063       26,817    21,195
  Total loans 30 days or more 
    delinquent                         82,550       81,675    68,502
  As a percentage of receivables:
    Nonperforming assets (2)              2.0%         2.1%      1.8%
    Impaired assets                       2.0          2.1       1.8
    Total loans 30 days or more 
      delinquent                          5.8          6.5       5.7
  Net charge-offs - Leases
    Amount                           $ 11,532   $   15,074  $ 10,954
    As a percentage of average
      receivables (annualized)            2.6%         2.7%      2.7%
  Net Charge-offs - Business Cards
    Amount                           $ 32,959   $   18,928  $ 11,783
    As a percentage of average
      receivables (annualized)            6.0%         3.9%      3.4%

(1)  Includes consumer credit cards through February 20, 1998.

(2)  Nonperforming assets include mortgage, auto and credit cards  and
     leases past due 90 days or more; real estate owned; and bankrupt,
     decedent and fraudulent credit cards.
 <PAGE>

                                    Sept. 30,     Dec. 31,  Sept. 30,
Consolidated-Owned(1)                 1998         1997       1997

Allowance for credit losses          $ 19,153     $137,773  $126,611
Nonperforming assets (2)               38,561       51,149    37,079
Accruing loans past due 
  90 days or more                          36       49,458    37,116
Impaired assets                        38,597      100,607    74,195
Total loans 30 days or more 
  delinquent                           60,928      201,891   159,244
As a percentage of gross receivables:
  Allowance for credit losses             2.2%         4.1%      4.8%
  Nonperforming assets (2)                4.4          1.5       1.4
  Accruing loans past due 90 days 
    or more                                .0          1.5       1.4
  Impaired assets                         4.4          3.0       2.8
  Total loans 30 days or more 
    delinquent                            7.0          5.9       5.9
Net charge-offs:
  Amount                              $47,310     $151,222  $116,471
  As a percentage of average gross
   receivables (annualized)               4.1%         5.6%      5.9%
ADVANTA MORTGAGE LOANS - OWNED
  Allowance for credit losses         $ 6,235     $  5,822  $  5,554
  Nonperforming assets (2)             30,858       23,234    11,279
  Total loans 30 days or more 
    delinquent                         42,267       42,916    33,862
  As a percentage of gross receivables:
   Allowance for credit losses            1.1%         1.2%       .1%
   Nonperforming assets (2)               5.4          4.9       1.9
   Total loans 30 days or more 
     delinquent                           7.4          9.0       5.8
  Net charge-offs - Mortgage:
   Amount                             $ 2,469     $  2,310  $  1,750
   As a percentage of average gross
     receivables (annualized)              .5%          .4%       .5%
  Net charge-offs - Auto:
   Amount                             $ 5,697     $  3,524  $  1,692
   As a percentage of average gross
     receivables (annualized)            15.8%         5.8%      4.5%
LEASES AND BUSINESS CARDS - OWNED
  Allowance for credit losses         $ 9,184     $  9,798  $ 10,741
  Nonperforming assets (2)              7,387        6,705     6,496
  Impaired assets                       7,393        6,740     6,568
  Total loans 30 days or more 
    delinquent                         18,048       17,799    17,416
  As a percentage of receivables:
   Allowance for credit losses            3.3%         3.3%      2.8%
   Nonperforming assets (2)               2.6          2.2       1.7
   Impaired assets                        2.6          2.3       1.7
   Total loans 30 days or more 
     delinquent                           6.4          6.0       4.5
  Net charge-offs - Leases:
   Amount                             $ 3,030     $  2,170  $  1,804
   As a percentage of average
     receivables( annualized)             2.9%         1.5%      1.7%
Net charge-offs - Business Cards:
  Amount                              $ 7,836     $  6,198  $  3,990
  As a percentage of average gross
    receivables (annualized)              7.1%         3.3%      3.0%

(1)  Includes consumer credit cards through February 20, 1998.

(2)  Nonperforming assets include mortgage, auto and credit cards  and
     leases past due 90 days or more; real estate owned; and bankrupt,
     decedent and fraudulent credit cards.
<PAGE>
Costs and Expenses Associated With Fleet Transaction/Tender Offer

Pursuant  to the Tender Offer, the Company purchased 7,882,750  shares
of its Class A Common Stock and 12,482,850 of its Class B Common Stock
at  $40 per share net, and 1,078,930 of its SAILS Depositary Shares at
$32.80  per  share,  net.  Contingent on the  Fleet  Transaction,  the
Company accelerated vesting of 43.15% of outstanding options that were
not  vested  at  the time of the closing of the Fleet Transaction.  In
connection  with  the Tender Offer, present and former  directors  and
employees who held exercisable options to purchase Class A and Class B
Common  Stock  tendered such options in lieu of first exercising  such
options   and  tendering  the  underlying  stock.  The  Company   used
approximately  $850 million (before taking into account  the  exercise
price  of  options) to repurchase the shares in the Tender  Offer.  In
addition,  the  Company also amended the terms of options  granted  to
employees who became employees of the LLC or whose employment with the
Company  was  otherwise  terminated  in  connection  with  the   Fleet
Transaction  (the "Affected Employees") to extend the  post-employment
exercise  period. Although, there was a charge to earnings  associated
with  this amendment, there was no net impact to capital in connection
with  this  amendment.  The Company also canceled  options  issued  to
certain  members of the Board of Directors and replaced  the  canceled
options with stock appreciation rights.

In  March  1997, the Compensation Committee of the Board of  Directors
approved  the  Advanta Senior Management Change of  Control  Severance
Plan  (the  "Management Severance Plan") which  provides  benefits  to
senior  management employees in the event of a change of  control  (as
defined) of the Company if, within one year of the date of a change of
control,  there has been either an actual or constructive  termination
of  the senior management employee. In February 1998, pursuant to  the
Company's agreement with Fleet, the Compensation Committee approved an
amendment  to the Management Severance Plan that allows the Office  of
the  Chairman, in its sole discretion, to extend the level of benefits
that would otherwise be allowed in the event of a change of control to
Affected  Employees.  The  Board  of  Directors  also  authorized  the
Chairman  of  the  Board, in his sole discretion, to  pay  bonuses  to
certain key employees in recognition of their efforts on behalf of the
Company in the strategic alternatives process. In accordance with  the
Company's agreement with Fleet, the LLC agreed to assume the Company's
Management  Severance Plan and 50% of the bonus payments with  respect
to  those  Affected  Employees who became  employees  of  the  LLC  in
connection  with  the Fleet Transaction. In May  1997,  the  Board  of
Directors adopted the Office of the Chairman Supplemental Compensation
Program  which entitled the members of the Office of the  Chairman  to
receive  benefits in the event of a change of control (as defined)  or
other similar transaction. In October 1997, the Company announced that
the  Chief Executive Officer ("CEO") of the Company and the CEO of the
consumer  credit  card  business unit  were  leaving  the  Company  in
connection  with  the  Fleet  Transaction.  These  benefits  were  all
contingent  upon  the consummation of the Fleet Transaction  and  were
recognized upon the closing of the transaction.

In  connection with the Company's evaluation of strategic alternatives
and  the  Fleet  Transaction, the Company  adopted  special  retention
programs.  Under  these  programs certain employees  are  entitled  to
receive   special  payments  based  on  their  targeted  bonuses   and
contingent  upon  their continued employment with  the  Company  or  a
successor  entity.  The  first payments under  the  special  retention
programs were made in March 1998. Further, in March 1998, the  Company
identified employees that would be terminated in connection  with  the
Fleet  Transaction  as part of the corporate restructuring  to  reduce
corporate  expenses. During the first quarter of 1998,  the  corporate
restructuring  was  approved by the Board of  Directors  and  affected
employees  were  informed  of  the  termination  benefits  they  would
receive.  Substantially all of these employees ceased employment  with
the Company prior to April 30, 1998.

The  Company  recorded a $62.3 million pretax charge  to  earnings  in
connection  with  the foregoing plans, plan amendments  and  workforce
reduction activities.
<PAGE>
Expense Associated With Exited Business/Products

In  connection  with  the Company's restructuring  efforts  to  reduce
expenses associated with business and product offerings which are  not
directly  associated  with its mortgage and business  services  units,
management  approved  exit  and disposition  plans  during  the  first
quarter  of 1998 related to certain businesses and products previously
offered.  The Company recorded charges in the quarter ended March  31,
1998 related to costs to be incurred by the Company in executing these
plans,  including contractual obligations to customers  for  which  no
future  revenue  will be received, and contractual vendor  obligations
for services from which no future benefit will be derived. The charges
also  include  termination benefits to employees associated  with  the
businesses  and products identified in the exit plan. Related  to  the
exit  plan,  certain assets were identified for disposal  and  written
down   to   estimated  realizable  value.  In  addition,  the  Company
recognized investment banking, professional and consulting  fees  that
were  contingent upon completion of the Fleet Transaction as  well  as
other  professional and consulting fees associated with the  Company's
corporate restructuring. During the quarter ended March 31,  1998  the
Company  recorded  a  $54.1  million  pretax  charge  to  earnings  in
connection with exited businesses and products.

Impairment of Facility Assets

In  connection  with  the  Company's corporate restructuring,  certain
facility assets were identified for disposal and were written down  to
their  estimated  realizable value resulting in  an  asset  impairment
charge of $8.7 million.

Liquidity and Capital Resources

The  Company's goal is to maintain an adequate level of liquidity, for
both  long-  and short-term needs, through active management  of  both
assets  and  liabilities. During the first nine months  of  1998,  the
Company,  through  its  subsidiaries, securitized  approximately  $3.7
billion  of  Advanta Mortgage  loans and $.4 billion of business  card
and  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 mortgage loan and business card and lease receivable growth. At
September 30, 1998, the Company had approximately $.8 billion of  loan
and  lease  receivables and $.6 billion of investments  available  for
sale which could be sold to generate additional liquidity.

The  Company's funding strategy for 1998 relies heavily on  the  cash,
cash equivalents and investments as well as deposit gathering activity
at  both  Advanta National Bank ("ANB") and Advanta Bank Corp. ("ABC",
formerly  Advanta Financial Corp. ("AFC")). As a result of  the  Fleet
Transaction, approximately $1.3 billion in cash, cash equivalents  and
investments  which  had  previously  been  held  by  the  Company   in
connection  with  its  consumer credit card  business  was  no  longer
required  in such business and became available for general  corporate
purposes.  The Company used approximately $850 million of such  amount
(before taking into account the exercise price of options) to purchase
7,882,750 shares of its Class A Common Stock, 12,482,850 of its  Class
B  Common Stock, and 1,078,930 of its SAILS Depositary Shares  through
the Tender Offer which was completed on February 20, 1998.

After  paying down approximately $170 million in long-term  debt,  the
Company closed the third quarter of 1998 with unrestricted cash,  cash
equivalents and marketable securities of approximately $400 million at
the  Parent company level and $485 million at the Company's two  banks
and  equity,  including  capital securities,  was  approximately  $667
million.   Beginning in the fourth quarter of this year,  the  Company
will  increase  the use of on balance sheet funding  over  time  and
decrease  its  degree  of  reliance on securitizations  structured  as
sales.   This will include greater use of deposit funding through  the
Company's  two  banks and the use of other funding sources  which  are
accounted for as debt.

Advanta Mortgage Corp. USA and its subsidiaries and ANB are parties to
secured credit facilities.  These warehouse lines and Commercial Paper
conduit  facilities had $721 million available at September 30,  1998.
In  addition,  Advanta  Business Services  and  its  subsidiaries  are
parties to Commercial Paper conduit facilities.  These facilities  had
$160 million available at September 30, 1998.
<PAGE>
As of September 30, 1998 ANB's total deposits were $1.13 billion after
a  significant portion of its deposits were contributed to the LLC  in
the   first  quarter  of  this  year  in  connection  with  the  Fleet
Transaction, and ABC, a Utah state-chartered, FDIC-insured  industrial
loan corporation had total deposits of $153.1 million.  Total deposits
increased approximately $400 million and $13 million for ANB and ABC,
respectively, from June 30, 1998.

ANB's combined Tier I and Tier II capital ratio at September 30,  1998
was 12.29%.  At December 31, 1997, the combined Tier I and Tier II
capital ratio was 16.39% for ANB. ABC's combined Tier I and Tier II
capital ratios were 20.79% and 17.99% at  September 30, 1998 and
December 31, 1997, respectively.  In each case, ANB and ABC met the
requirements of the Office of the Comptroller of the Currency and FDIC,
respectively, and qualified as well-capitalized.

During May of 1998, ANB offered to repurchase its outstanding  Bank
Notes that were not assumed by the  LLC in connection with the
acquisition of the Company's consumer credit card business by Fleet
and certain of its affiliates. ANB repurchased $93.4 million of  Bank
Notes; $7.4 million of Bank Notes that were not tendered remain
outstanding.

In June of 1998, ANB retained $445 million of Advanta Mortgage Loan
Trust  1998-2  securities  to be held in its trading  portfolio.  This
decision was consistent with ANB's liquidity management objectives and
its high levels of liquidity.  By holding  these  securities,  ANB
receives  an  attractive  yield and maintains flexibility  for  future
funding  requirements.   In August 1998, ANB sold  approximately  $257
million of these securities.

During  the  third quarter of 1998, the Board of Directors  authorized
the  repurchase of shares of the Company's Class A and Class B  common
stock  and the formation of an Employee Stock Ownership Plan ("ESOP").
Up  to  2.5 million shares of the Company's Class A and Class B common
stock  will  be  purchased  in connection with  the  stock  repurchase
program and the ESOP.

Market Risk Sensitivity

Market  risk  is  the  potential  for  loss  or  diminished  financial
performance  arising  from adverse changes in market  forces  such  as
interest  rates  and  market prices. Market risk  sensitivity  is  the
degree  to  which  a  financial instrument, or  a  company  that  owns
financial  instruments  is  exposed  to  market  forces.  The  Company
regularly  evaluates its market risk profile and attempts to  minimize
the impact of market risks on net interest income and net income.

The  Company's  exposure  to  foreign  currency  exchange  rate  risk,
commodity price risk, and equity price risk is immaterial relative  to
expected   overall  financial  performance.  The  Company's  financial
performance  can,  however, be affected by  fluctuations  in  interest
rates,  changes  in economic conditions, shifts in customer  behavior,
and  other  factors.  Changes in economic  conditions  and  shifts  in
customer   behavior  are  difficult  to  predict,  and  the  financial
performance  of  the Company generally cannot be insulated  from  such
forces.

Financial  performance  variability as a  result  of  fluctuations  in
interest  rates is commonly called interest rate risk.  Interest  rate
risk  generally  evolves from mismatches in the timing  of  asset  and
liability  repricing  (gap  risk) and  from  differences  between  the
repricing indices of assets and liabilities (basis risk).

The  Company attempts to analyze the impact of interest rate  risk  by
regularly  evaluating the perceived risks inherent in  its  asset  and
liability structure, including securitized instruments and off-balance
sheet  instruments. Risk exposure levels vary continuously, as changes
occur  in  the  Company's asset/liability mix, market interest  rates,
prepayment  trends,  and  other  factors  affecting  the  timing   and
magnitude  of  cash flows. Computer simulations are used  to  generate
expected   financial  performance  in  a  variety  of  interest   rate
<PAGE>
environments. Those results are analyzed to determine if actions  need
to be taken to mitigate the Company's interest rate risk.

In  managing  interest  rate risk exposure, the  Company  periodically
securitizes  receivables, sells and purchases assets, alters  the  mix
and  term  structure  of  its  funding base,  changes  its  investment
portfolio   and  uses  derivative  financial  instruments.  Derivative
instruments, by Company policy, are not used for speculative  purposes
(see discussion under "Derivative Activities").

The  Company  has measured its interest rate risk using a rising  rate
scenario  and  a  declining  rate scenario.  Net  interest  income  is
estimated using a third party software model that uses standard income
modeling  techniques (see Note 15 to Consolidated Condensed  Financial
Statements). The Company estimates that its net interest income over a
twelve month period would approximately increase or decrease by  1.0%,
respectively,  if  interest rates were to rise or fall  by  200  basis
points.  Both  increasing  and decreasing  rate  scenarios  assume  an
instantaneous shift in rates and measure the corresponding  change  in
expected net interest income over one year.

The  above estimates of net interest income sensitivity alone  do  not
provide  a  comprehensive view of the Company's exposure  to  interest
rate  risk.  The  quantitative  risk information  is  limited  by  the
parameters  and assumptions utilized in generating the  results.  Such
analyses  are  useful  only  when viewed within  the  context  of  the
parameters and assumptions used. The above rate scenarios  in  no  way
reflect  management's expectation regarding the  future  direction  of
interest rates, and they depict only two possibilities out of a  large
set of possible scenarios.

In  addition  to  interest rate risk, the Company has other  financial
instruments,  namely  capitalized servicing rights  and  interest-only
strips, that are subject to prepayment risk. Prepayments are principal
payments   received   in  excess  of  scheduled  principal   payments.
Prepayments generally result from entire loan payoffs due  largely  to
refinancing a loan or selling a home. Actual or anticipated prepayment
rates  are  expressed in terms of a constant prepayment rate  ("CPR"),
which represents the annual percentage of beginning loan balances that
prepay.  To a degree, prepayment rates are related to market  interest
rates  and  changes in those interest rates. The precise  relationship
between  them,  however, is not known at this time.  Accordingly,  the
Company  believes  it  is  more relevant to disclose  the  fair  value
sensitivity  of these instruments based on changes in prepayment  rate
assumptions rather than based on changes in interest rates.

The  Company's capitalized servicing rights and interest  only  strips
derive from both fixed and variable rate loans, the majority of  which
are  fixed.  Fixed and variable rate loans are currently prepaying  at
different  rates  and are expected to continue this  behavior  in  the
future.  The  Company has estimated the impact on the  fair  value  of
these  assets assuming a change on prepayments of 2.9% CPR  for  fixed
rate  loans  and  3.6% CPR for variable rate loans. These  changes  in
prepayment  assumptions could result in a $26 million change  in  fair
value. In addition, changes in the interest rate environment generally
affect the level of loan originations. Prepayment assumptions are  not
the  only assumptions in the fair value calculation, but they are  the
most  influential. Other key assumptions are not directly impacted  by
market  forces as defined earlier. The above prepayment  scenarios  do
not reflect management's expectation regarding the future direction of
prepayments, and they depict only two possibilities out of a large set
of possible scenarios.

The  Company  currently  has securities in  a  trading  portfolio  for
liquidity purposes (see Liquidity and Capital Resources). The  Company
estimates  that  the  value of these securities would  not  materially
change assuming a 10% change in market-based investment yields.

Derivatives Activities

The  Company uses derivative financial instruments for the purpose  of
managing  its exposure to interest rate risk and has used  derivatives
to  manage  foreign  currency  risks. 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 a 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.
 <PAGE>
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  market  rates.  By   policy,   derivatives
transactions  may  only  be used to manage the Company's  exposure  to
interest rate and foreign currency risks or for cost reduction 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  and
executed.

As  of  September 30, 1998 and December 31, 1997, all of the Company's
derivatives  were  designated as hedges or synthetic  alterations  and
were accounted for as such.

The  following  table  summarizes by notional  amounts  the  Company's
derivatives instruments as of September 30, 1998 and December 31, 1997
($ in thousands):

                                                        Estimated
                                                        Fair Value
                                                        Sept. 30,
                              Sept. 30,     Dec. 31,   1998 Asset/
                                 1998         1997     (Liability)

Interest rate swaps          $2,046,971   $2,111,711    $  (208)
Interest rate options:
Caps written                    298,052    1,018,781        (76)
Caps purchased                  298,052      328,781         76
Forward contracts             1,311,000      400,437     (6,511)
                             $3,954,075   $3,859,710    $(6,719)

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.

The  fair  value of interest rate swaps, options and forward contracts
is  the  estimated  amount that the Company would pay  or  receive  to
terminate  the  agreement at the reporting date, taking  into  account
current   interest  and  foreign  exchange  rates  and   the   current
creditworthiness of the counterparty.

The  Company's credit exposure to derivatives, with the  exception  of
caps  written, is represented by contracts with a positive fair  value
without giving consideration to the value of any collateral exchanged.
For   caps   written,  credit  exposure  does  not  exist  since   the
counterparty has performed its obligation to pay the Company a premium
payment.

Year 2000 Readiness Disclosure

Many existing computer programs use only two digits to identify a year
in  the date field. These programs were designed and developed without
considering the impact of the upcoming change in the century.  If  not
corrected,  many computer applications could fail or create  erroneous
results  on  or  after  the  Year 2000.  The "Year  2000  Issue"  affects
computer and information technology ("IT") systems, as well as  non-IT
systems which include embedded technology such as micro-processors and
micro-controllers  (or micro-chips) that have date sensitive  programs
that  may  not  properly recognize the year 2000 or  beyond.   If  the
systems and products used by the Company are not properly equipped  to
identify and recognize the year 2000, the Company's IT systems and non-
IT  systems could fail or create erroneous results.  This could  cause
the   Company   to  experience  a  temporary  inability   to   process
transactions,  originate loans or leases, service the loans  of  third
parties  and engage in other normal business activities.  Under  these
circumstances,  the  Year  2000 Issue could have  a  material  adverse
<PAGE>
effect  on  the Company's products, services, operations and financial
results.

In  connection with the Year 2000 Issue, the Company has  organized  a
separate Year 2000 Project Office (the "Project Office") managed by  a
team  led by a senior information technology manager to assess whether
the  computer  systems and applications used by the Company  are  Year
2000 compliant and to implement appropriate responses in the event any
of such systems and applications are not compliant. The Project Office
has  developed  standards  for  its work  based  on  work  of  leading
authorities in the field.  The Project Office reports to the Company's
Year 2000 Steering Committee which consists of the head of each of the
Company's business units, the corporate General Counsel, the corporate
Senior  Vice  President of Administration and  other  key  members  of
corporate  senior  management.  In addition,  the  Company's  internal
Audit  Department has assigned a senior information technology auditor
to  monitor  all  Year  2000  issues and developments  for  the  Audit
Committee of the Company's Board of Directors.  The Company  has  also
engaged  independent  consultants to assist in  the  verification  and
validation  processes to assure the reliability of the Company's  risk
and cost estimates.

The  Company is proceeding to implement a Year 2000 compliance program
in  accordance  with  applicable guidelines  and  regulations  of  the
Federal  Financial  Institutions  Examination  Council  ("FFIEC")   as
adopted  by the Office of the Comptroller of the Currency ("OCC")  and
the  Federal  Deposit Insurance Corporation ("FDIC").   The  Company's
compliance program consists of the following phases:

  Awareness           Define  the  scope  of the  Year  2000  problem.
                      Establish a Year 2000 project team.  Develop  an
                      overall  strategy  to  address  the  Year   2000
                      problem.  Identify  all IT  and  non-IT  systems
                      that may be affected by the Year 2000 Issue.
  
  Assessment          Assess the size and complexity of the Year  2000
                      Issue.  Evaluate whether IT and  non-IT  systems
                      are   Year   2000   compliant.    Identify   and
                      prioritize "mission-critical" systems.   
  
  Renovation          Remediate or replace systems that are  not  Year
                      2000 compliant.
  
  Validation          Testing  of  systems to validate that  they  are
                      Year 2000 compliant.
  
  Contingency         Develop options in the event that  any  or
  Planning            all  of the IT and non-IT  systems fail or cannot
                      be made  Year 2000 compliant.
  
  Implementation      Certify  that  systems are Year 2000  compliant.
                      Implement   contingency  plans  for   any   non-
                      compliant system.
     
The Company has completed the Awareness and Assessment phases, and  is
currently  in  the  Renovation, Validation  and  Contingency  Planning
phases of its Year 2000 compliance program with respect to both IT and
non-IT  systems.  Each of the Company's business units  has  completed
the   evaluation  of  its  systems,  applications  and  vendor  lists,
including identifying and prioritizing "mission-critical" systems, and
is  implementing  project plans to modify existing computer  programs,
convert to new programs or replace systems to the extent necessary  to
address the Year 2000 Issue. The Company is also providing customer
awareness training for customer-centered employees  which will equip
them to respond to customer inquiries about the Company's Year 2000
readiness.  The Company expects that testing  of  its
internal  mission-critical systems and the development of contingency
plans will be substantially  complete  by the end of 1998.

The  Company  has  identified its significant business  relationships,
including   without limitation vendors, customers and asset management
and  funding  counterparties, to assess the potential  impact  on  the
Company's operations if those third parties and/or their  products or
systems  fail to  become  Year  2000 compliant in a timely manner.
The  Company  is mailing  questionnaires  to  third  parties with which
it maintains a significant business relationship to  help identify
which of those third parties and/or their products or systems will not
be  Year 2000  compliant.  In addition, the Company reviews Internet
websites to monitor and assess the level of Year 2000 compliance of
vendors, suppliers and other third parties.  Risk assessments, action
steps and contingency plans related  to significant third party
relationships are expected  to be complete within the time frames
established by the FFIEC guidelines as
<PAGE>
adopted  by  the  OCC  and  FDIC.  Non-compliant  products  are  being
evaluated  for remediation, replacement or retirement.  To  date,  the
Company  is  not  aware of any material  third  party business
relationship,  product  or system with a Year 2000 problem that management
believes would have  a material  adverse effect on the Company.  However,
there  can  be  no assurance  that  the  systems and products  used  by
outside  service providers or other third parties upon which the Company's
systems rely will  be  timely  converted, or that a failure to convert  by
another company,  or  a  conversion that is incompatible  with  the  Company's
systems, would not have a material adverse effect on the Company.

The   Company's  Year  2000  compliance  program  also  includes   the
development  of  contingency plans for each of the Company's  business
units  in  the  event that remediation or replacement  plans  are  not
successfully  implemented.   The contingency  plans  are  designed  to
protect  its  business  and  operations  from  business  interruptions
related  to  the Year 2000 Issue and, by way of example,  may  include
back-up  procedures  or  the identification of alternative  suppliers,
where  practical.   Each of the Company's business  units  is  in  the
process of developing its contingency plans. Many of the functions
performed  by  the products and systems used by the Company, which operate
automatically, can  be  performed manually. Consequently, in the event
these products or  systems experience isolated failures as a result of the
Year  2000 problem,  the disruption caused by such isolated failures should not
have  a  material  adverse effect on the Company.   There  can  be  no
assurances, however, that any of the Company's contingency plans  will
be  sufficient to anticipate or address all of the problems or  issues
that may arise.

The Company has established a budget of approximately $9.4 million  in
1998, and $11.5 million in 1999, including capital expenditures, to address
the Year 2000 Issue.   This budget  includes approximately $2.8 million 
and $2.5 million for  1998 and  1999,  respectively, to cover the costs 
associated with  diverted personnel.  Of the total budget, the Company 
has allocated approximately $1.0 million in 1998 and $8.5 million in 1999
for contingencies.   Based on current information, the Company  believes
that the  budget will be sufficient to cover its expenditures associated
with  the Year  2000  Issue.  As of September 30, 1998, exclusive of costs
associated with diverted personnel, the Company  has spent approximately
$2.5 million in operating expenses and approximately $550,000 in capital
expenditures.  Funding for the project  is  being  provided  out  of
operating  revenues.  The Company notes that GAAP  generally  requires that
the  costs  of  becoming Year 2000 compliant, including  without limitation
modifying computer software or converting to new  programs, be charged to
expense as they are incurred.  Therefore, except for the cost of replacement
systems or other items that have a future use, the Company  will  expense
the cost of the Year 2000 project as  incurred.  The  Company has deferred
development on selected business systems due to  Year 2000 priorities.
These deferrals are not expected to have  a material  effect on the financial
condition and results of  operations of the Company.

The   Company  believes  that  the  Year  2000  Issue  will  not  pose
significant operational problems for it and will not have  a  material
adverse effect on its future financial condition, liquidity or results
of  operations during 1998 and in future periods.  The projected costs and
expenditures and  project completion  dates are based on management's  best
estimates, are subject to the performance of third parties over which the
Company has  no  control  and may be updated from time to time  as  additional
information  becomes  available.  This section  discussing  Year  2000
issues   contains   forward-looking  statements.   See "Overview".
 <PAGE>


                      PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

On  June  30,  1997,  purported shareholders of the  Company  who  are
represented  by  a  group of law firms filed a putative  class  action
complaint  against the Company and several of its current  and  former
officers  and  directors in the United States District Court  for  the
Eastern  District  of Pennsylvania.  A second, similar  complaint  was
filed  in the same court a few days later by a different group of  law
firms.     Both    complaints   allege   that   the    Company    made
misrepresentations in certain of its public filings and statements  in
violation of the Securities Exchange Act of 1934.  The complaints seek
damages  of  an unspecified amount.  On July 10, 1998, the complaints,
which  had   previously been consolidated, were dismissed  by  the
Court for failing to state a claim.  The plaintiffs determined not  to
attempt  to  amend their Complaints.  Rather, they have  appealed  the
District  Court's decision to the United States Court of  Appeals  for
the  Third  Circuit.  The Company believes that the  District  Court's
ruling will be affirmed and that the complaints are without merit.

On  August  25,  1997, a purported consumer credit cardholder  of  the
Company  instituted  a  putative class action  complaint  against  the
Company and certain of its subsidiaries in Delaware Superior Court for
New  Castle County.  Subsequently, on September 8, 10, and 12, October
2,  November 7 and 12, and December 2, 10, 15 and 18 (2 cases),  1997,
similar actions were filed in Orange County California Superior Court,
the  United  States  District  Court  for  the  Eastern  District   of
Tennessee,  Delaware Superior Court, the Circuit  Court  of  Covington
County,  Alabama,  the United States District Court for  the  Northern
District  of  California, the United States  District  Court  for  the
Central  District of California, the United States District Court  for
the  Eastern  District of Pennsylvania, the District  Court  of  Bexar
County,  Texas,  the  United States District Court  for  the  Northern
District  of Texas, the United States District Court for the  District
of  New Jersey and the Circuit Court of the Ninth Judicial Circuit  in
and  for  Orange  County,  Florida, respectively.   The  class  action
complaints  allege  that  consumer credit  cardholder  accounts  in  a
specific program were improperly repriced to a higher percentage  rate
of  interest.  The complaints assert various violations of federal and
state law with regard to such repricings, and each seeks damages of an
unspecified  amount.  On  June  3,  1998,  the  Judicial Panel on
multidistrict  litigation ordered that all of the federal court actions
be consolidated into one proceeding  for pretrial purposes in the United
States District  Court for  the  Eastern District of Pennsylvania. On
September 3, 1998, a tag-along action was filed in the United States
District Court for the Eastern District of Tennessee.  Effective
October 30, 1998, the tag-along action was consolidated into the
consolidated multidistrict proceeding.  On November 5,  1998,  the Company
and counsel for plaintiffs in two of the actions  pending  in the  Superior
Court of the State of Delaware entered into a  Settlement  Agreement  and
Stipulation   in the Delaware State Court to settle the claims  relating to
the specific program referred to above. Pursuant to the Settlement Agreement
and  Stipulation, which is subject to Court  approval,  the Company  will
pay $7.25 million to the plaintiffs.  With the exception of persons who
opt-out of the settlement, once the Court grants final approval of the
settlement and that approval becomes effective, all the claims in the other
lawsuits relating to the specific program referred to above will be released.
While  management believes the allegations are without merit, the Company
recognizes the risk of continued litigation and the additional expenditure 
of time,  energy  and resources and that further defense of  the actions
would  be  potentially protracted and expensive  and  that  settlement
is desirable.
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

          (a)    Exhibits  The following exhibits are  being  filed
                           with this report on Form 10-Q.


Exhibit
Number           Description of Document

  4              Amendment No. 2, dated as of September 10, 1998, to the
                 Rights Agreement dated as of March 14, 1997, as amended,  
                 by and between the Company and ChaseMellon Shareholder 
                 Services,  L.L.C. as Rights Agent (incorporated by 
                 reference to Exhibit 1 to the Company's Amended 
                 Registration on Form 8-A/A, dated September 23, 1998).

 12              Computation of Ratio of Earnings to Fixed Charges.

 27              Financial  data schedule incorporated by reference to
                 Exhibit 27 to the Company's Current Report on Form 8-K
                 October 27, 1998 filed the same date.

(b)              Reports on Form 8-K.

(b)(1)           A  Current Report on Form 8-K, dated October  27,
                 1998  was  filed by the Company setting forth the  
                 financial highlights  of the Company's results of 
                 operations for the period ending September 30, 1998.

(2)              A Current Report on Form 8-K, dated August 27, 1998
                 was filed by the Company relating to the announcement by 
                 the Company of a stock repurchase program.

 <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)

November 15, 1998                  By /s/Philip M. Browne
                                      Senior Vice President and
                                      Chief Financial Officer

November 15, 1998                  By /s/John J. Calamari
                                      Vice President, Finance and
                                      Principal Accounting Officer
<PAGE>
                             EXHIBIT INDEX

Exhibit   Description

     2    Inapplicable

     3    Inapplicable

     4    Amendment No. 2, dated as of September 10, 1998, to the
          Rights Agreement dated as of March 14, 1997, as amended,  by
          and   between   the  Company  and  ChaseMellon   Shareholder
          Services,  L.L.C. as Rights Agent (incorporated by reference
          to Exhibit 1 to the Company's Amended Registration on Form 8-
          A/A, dated September 23, 1998).



     10   Inapplicable

     11   Inapplicable

     12   Computation of Ratio of Earnings to Fixed Charges

     15   Inapplicable

     18   Inapplicable

     19   Inapplicable

     22   Inapplicable

     23   Inapplicable

     24   Inapplicable

     27   Financial Data Schedule

     99   Inapplicable
<PAGE>