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, 1997 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, 1997
Common Stock, $.01 par value               18,193,512 shares
         Class B                      Outstanding at November 1, 1997
Common Stock, $.01 par value               26,131,211 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
               Consolidated Statements of Cash Flows                6
               Notes to Consolidated Condensed Financial
                Statements                                          7

     Item 2.   Management's Discussion and Analysis of
                Financial Condition and Results of
                Operations                                         15

     Part II   Other Information                                   31
     <PAGE>

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

                                          September 30,      December 31,
                                               1997              1996
ASSETS                                     (Unaudited)      
Cash                                        $  109,787       $  165,875
Federal funds sold and interest-bearing                                
 deposits with banks                         1,406,688          885,709
Investments available for sale               1,399,007          785,600
Loan and lease receivables, net:                                       
 Available for sale                          1,040,028        1,476,146
 Other loan and lease receivables, net       1,599,045        1,136,857
Total loan and lease receivables, net        2,639,073        2,613,003
Premises and equipment, net                    136,636          108,130
Amounts due from credit card                                           
 securitizations                               286,680          399,359
Other assets                                   724,796          626,283
                                                                       
   Total assets                             $6,702,667       $5,583,959
                                                                       
LIABILITIES                                                            
Deposits                                    $2,942,115       $1,860,058
Debt and other borrowings                    2,517,552        2,462,084
Other liabilities                              262,813          309,781
                                                                       
   Total liabilities                         5,722,480        4,631,923
                                                                       
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 1997                                  
 and 1996                                        1,010            1,010
Class B preferred stock, $.01 par                                   
 value: authorized -- 1,000,000 shares                             
 in 1997 and 1996; issued -- 25,000                                
 shares in 1997 and 1996                             0                0
Class A common stock, $.01 par value:                                  
 authorized -- 200,000,000 shares;                                    
 issued -- 18,180,612 shares in 1997,                                 
 and 17,945,471 shares in 1996                     182              179
Class B common stock, $.01 par value:                                  
 authorized -- 200,000,000 shares;                                    
 issued -- 26,482,135 shares in 1997,                                 
 and 25,592,764 in 1996                            264              256
Additional paid-in capital, net                342,806          309,250
Retained earnings, net                         548,638          541,383
Less:  Treasury stock at cost,                              
357,784 Class B common shares in 1997,                     
1,231 Class B common shares in 1996            (12,713)             (42)
   Total stockholders' equity                  880,187          852,036
                                                                       
   Total liabilities and stockholders'                                 
    equity                                  $6,702,667       $5,583,959
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,
                               1997       1996        1997       1996
                                 (Unaudited)           (Unaudited)
Interest income:                                                       
 Loans and leases            $ 95,410   $ 75,449     $224,994   $200,844
 Investments                   38,231     25,669      107,051     56,367
Total interest income         133,641    101,118      332,045    257,211
                                                                        
Interest expense:                                                       
 Deposits                      44,147     28,142      105,342     83,975
 Other debt                    44,267     49,555      134,331    116,989
Total interest expense         88,414     77,697      239,673    200,964
                                                                        
Net interest income            45,227     23,421       92,372     56,247
                                                                        
Provision for credit losses    48,243     24,230      158,886     66,963
                                                                        
Net interest income after                                                
 provision for credit losses   (3,016)      (809)     (66,514)   (10,716)
                                                                        
Noninterest revenues:                                                   
 Gain on sale of credit                                                 
  cards                             0          0            0     33,820
 Other noninterest revenues   209,080    209,338      560,547    553,880
Total noninterest revenues    209,080    209,338      560,547    587,700
                                                                        
Operating expenses:                                                     
 Amortization of credit card                                            
  deferred origination                                                  
  costs, net                   14,395     22,690       47,916     67,670
 Other operating expenses     134,509    118,619      408,363    311,579
Total operating expenses      148,904    141,309      456,279    379,249
                                                                        
Income before income taxes     57,160     67,220       37,754    197,735
                                                                        
Provision for income taxes     14,748     22,864        9,741     67,229
                                                                        
Net income                   $ 42,412   $ 44,356     $ 28,013   $130,506
                                                                        
Earnings per common share    $    .92   $    .98     $    .60   $   2.89
                                                                        
Weighted average common                                                 
 shares outstanding            46,115     45,181       46,108     45,097
                                                                        
Cash dividends declared:                                                
  Class A                    $   .110   $   .090    $    .330   $   .270
  Class B                    $   .132   $   .108    $    .396   $   .324

See Notes to Consolidated Condensed Financial Statements
<PAGE>

<TABLE>
Consolidated Condensed Statements of Changes in Stockholders' Equity
<CAPTION>

($ in thousands)                                                                               
                                                                                                     
                         Class A    Class B    Class A   Class B   Additional   Retained                 Total
                         Preferred  Preferred   Common    Common   Paid-In      Earnings,  Treasury   Stockholders'
                          Stock      Stock       Stock     Stock   Capital        net       Stock       Equity

<S>                      <C>        <C>        <C>      <C>        <C>         <C>         <C>        <C>
Balance at Dec. 31,1995  $1,010       $0         $175      $240     $280,294    $391,245   $      0    $672,964
                                                               
Change in unrealized                                                                           
  appreciation of                                                                              
  investments                                                                       (338)                  (338)
Preferred and common
 cash dividends declared                                                         (24,588)               (24,588)
Exercise of stock options                           4         7        7,503                              7,514
Issuance of stock
  Benefit plans                                               9        2,185                  2,228       4,422
Amortization of deferred
  compensation                                                        11,960                             11,960
Termination/tax benefit                                               
  benefit plans                                                        7,308                 (2,270)      5,038
Foreign currency
  translation adjustment                                                            (593)                  (593)
Net Income                                                                       175,657                175,657
Balance at Dec. 31, 1996  1,010        0          179       256      309,250     541,383        (42)    852,036
Change in unrealized
  appreciation of
  investments                                                                        232                    232
Preferred and common 
  cash dividends declared                                                        (21,247)               (21,247)
Exercise of stock options                           3         5        7,289                              7,297
Issuance of stock:
  Benefit plans                                               3        2,521                  1,297       3,821
  Dividend reinvestment
   plan                                                                  788                                788
Amortization of deferred
  compensation                                                         8,995                              8,995
Termination/tax benefit-
  benefit plans                                                       13,963                (13,968)         (5)
Foreign currency
  translation adjustment                                                             257                    257
Net Income                                                                        28,013                 28,013
Balance at
 September 30, 1997      $1,010       $0         $182      $264     $342,806    $548,638   $(12,713)   $880,187

<FN>                                                                                    

See Notes to Consolidated Condensed Financial Statements
</TABLE>

<PAGE>

                    ADVANTA CORP. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                        (Dollars in thousands)

                                                    Nine Months Ended
                                                      September 30,
                                                     1997        1996
OPERATING ACTIVITIES                                      (Unaudited)
Net income                                      $   28,013   $   130,506
Adjustments to reconcile net income to net                        
 cash provided by operating activities:             
  Sales/valuation adjustments-equity securities     10,113       (10,978)
  Depreciation and amortization of intangibles      25,243        12,628
  Provision for credit losses                      158,886        66,963
  Change in other assets and amounts due from                     
   credit card securitizations                     (37,767)     (244,655)
  Change in other liabilities                      (36,823)      146,469
  Gain on securitization of receivables            (67,592)      (65,334)
Net cash provided by operating activities           80,073        35,599
INVESTING ACTIVITIES                                             
 Purchase of investments available for sale    (33,475,817)  (25,716,757)
 Proceeds from sales of investments available
 for sale                                        1,057,644       846,689
 Proceeds from maturing investments available                    
  for sale                                      31,800,974    24,583,740
 Change in fed funds sold and interest-bearing      
  deposits                                        (557,198)       (1,323)
 Change in credit card receivables, excluding
  sales                                            369,906    (3,342,542)
 Proceeds from sales/securitizations of
  receivables                                    2,705,381     4,319,128
 Purchase of personal finance loan/lease
  portfolios                                      (136,887)     (107,995)
 Principal collected on personal finance loans      85,324        33,386
 Personal finance loans made to customers       (2,531,997)     (841,943)
 Purchases of premises and equipment               (53,709)      (49,078)
 Proceeds from sale of premises and equipment          226           675
 Excess of cash collections over income                          
  recognized on direct financing leases             28,520        65,992
 Equipment purchased for direct financing leases  (242,624)     (249,644)
 Change in business card receivables,excluding
  sales                                           (314,126)     (187,960)
 Net change in other loans                         (36,178)      (17,519)
Net cash used by investing activities           (1,300,561)     (665,151)
FINANCING ACTIVITIES                                             
 Change in demand and savings deposits             180,973       (14,705)
 Proceeds from sales of time deposits            1,621,209     1,280,478
 Payments for maturing time deposits              (720,125)   (1,351,480)
 Change in repurchase agreements and term
  fed funds                                        (10,000)     (373,000)
 Proceeds from issuance of subordinated/senior
  debt                                              11,784        26,359
 Payments on redemption of subordinated/senior
  debt                                             (73,714)      (27,709)
 Proceeds from issuance of medium-term notes       436,333       605,625
 Payments on maturity of medium-term notes        (203,235)     (247,900)
 Change in notes payable                           (69,481)      830,942
 Proceeds from issuance of stock                    11,903         6,466
 Cash dividends paid                               (21,247)      (17,686)
Net cash provided by financing activities        1,164,400       717,390
Net (decrease) increase in cash                    (56,088)       87,838
Cash at beginning of period                        165,875        45,714
Cash at end of period                          $   109,787   $   133,552

See Notes to Consolidated Condensed Financial Statements
<PAGE>

                      ADVANTA CORP. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                          (Dollars in thousands)

                            September 30, 1997

1) In the opinion of management, the accompanying unaudited and audited
   consolidated condensed financial statements contain all adjustments
   necessary to present fairly the financial position of Advanta Corp.
   ("the Company") and subsidiaries as of September 30, 1997 and December
   31, 1996, the results of their operations for the three and nine month
   periods ended September 30, 1997 and 1996, their changes in
   stockholders' equity for the nine months ended September 30, 1997 and
   for the twelve months ended December 31, 1996, and their cash flows for
   the nine month periods ended September 30, 1997 and 1996.  The results
   of operations for the three and nine month periods ended September 30,
   1997 are not necessarily indicative of the results to be expected for
   the full year.  Certain prior period amounts have been reclassified to
   conform with current year classifications.

2) 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
   period.  Actual results could differ from those estimates.

3) Investments available for sale include securities that the Company
   sells from time to time to provide liquidity and in response to changes
   in the market.  Debt and equity securities classified as Available for
   Sale are reported at market value under Statement of Financial Accounting
   Standards No. 115, "Accounting for Certain Investments in Debt and
   Equity Securities" ("SFAS 115").  Under SFAS 115, unrealized gains and
   losses on these securities (except those held by the Company's
   venture capital unit, Advanta Partners LP) are reported as a
   separate component of stockholders' equity and included in retained
   earnings.

   Changes in the fair value of Advanta Partners LP investments are
   reported in noninterest revenues as equity securities gains or losses.
   The fair value of publicly traded investments takes into account their
   quoted market prices with adjustments made for liquidity or sale
   restrictions. For investments that are not publicly traded, estimates
   of fair value have been made by management that consider several
   factors including the investees' financial results, conditions and
   prospects, and the values of comparable public companies.  Because of
   the nature of these investments, the equity method of accounting is not
   used in situations where the Company has a greater than 20 percent
   ownership interest.

4) Loan and lease receivables available for sale represent receivables
   currently on the balance sheet that the Company generally intends to
   sell or securitize within the next six months.  These receivables are
   reported at the lower of aggregate cost or fair market value.
<PAGE>
 
5) Loan and lease receivables on the balance sheet, including those
   available for sale, consisted of the following:

                                         September 30,    December 31,
                                              1997            1996
     Credit cards                       $ 1,651,977     $ 2,045,219
     Personal finance loans                 581,883         376,260
     Business loans and leases              390,813         214,327
     Other loans                             57,009          20,835
     Gross loan and lease receivables     2,681,682       2,656,641
     Add: Deferred origination costs,                    
       net of deferred fees                  84,002          45,546
     Less: Reserve for credit losses:                    
       Credit cards                        (110,084)        (76,084)
       Personal finance loans                (5,554)         (8,785)
       Business loans and leases            (10,741)         (4,241)
       Other loans                             (232)            (74)
       Total                               (126,611)        (89,184)
     Net loan and lease receivables     $ 2,639,073     $ 2,613,003

     Receivables and accounts serviced for others consisted of the
     following:
                                         September 30,    December 31,
                                              1977            1996
     Receivables:                                                    
       Credit cards                     $ 8,895,450     $10,646,177
       Personal finance loans*            4,000,250       2,377,430
       Business loans and leases            809,935         608,945
       Total                            $13,705,635     $13,632,552
                                                                      
      Number of Accounts:                                           
       Credit cards                       4,920,805       5,185,624
       Personal finance loans*               70,586          41,103
       Business loans and leases            199,964         141,673
       Total                              5,191,355       5,368,400

   *Excludes personal finance loans which were never owned by the Company,
   but which the Company services for a fee ("contract servicing").
   Contract servicing receivables were $8.9 billion and $3.7 billion at
   September 30, 1997 and December 31, 1996, September 30, 1997 and
   December 31, 1996, respectively.  The related number of accounts
   serviced at September 30, 1997 and December 31, 1996 were 130,615
   and 59,681, respectively.

6) The Company accounts for credit card origination costs under Statement
   of Financial Accounting Standards No. 91, "Accounting for Nonrefundable
   Fees and Costs Associated with Originating or Acquiring Loans and
   Initial Direct Costs of Leases" ("SFAS 91").  This accounting standard
   requires certain loan and lease origination fees and costs to be
   deferred and amortized over the life of a loan or lease. Origination
   costs are defined under this standard to include costs of loan
   origination associated with transactions with independent third parties
   and certain costs relating to underwriting activities and preparing and
   processing loan documents. The Company engages third parties to solicit
   and originate credit card account relationships. Amounts deferred under
   these arrangements approximated $39.0 million for the first nine months
   of 1997, compared to $43.9 million for the same period of 1996.
<PAGE>
                                     
   The Company amortizes deferred credit card origination costs following
   the consensus reached at the May 20, 1993 meeting of the Emerging
   Issues Task Force ("EITF") of the Financial Accounting Standards Board
   ("FASB") regarding the acquisition of individual credit card accounts
   from independent third parties (EITF Issue 93-1). Under this consensus
   amounts paid to third parties are deferred and amortized on a straight-
   line basis over one year.  Costs incurred for originations which were
   initiated prior to May 20, 1993 continue to be amortized over a 60 month
   period as was the practice prior to the EITF Issue 93-1 consensus.
   
   The Company adopted SFAS No. 125 "Accounting for Transfers and
   Servicing of Financial Assets and Extinguishments of Liabilities"
   ("SFAS 125") effective January 1, 1997.  Under SFAS 125, a transfer of
   financial assets in which the transferor surrenders control over those
   assets is accounted for as a sale to the extent that consideration
   other than beneficial interests in the transferred assets is received
   in exchange.  SFAS 125 requires that liabilities and derivatives
   incurred or obtained by transferors as part of a transfer of financial
   assets be initially measured at fair value, if practicable.  It also
   requires that servicing assets and other retained interests in the
   transferred assets be measured by allocating the previous carrying
   amount between the assets sold, if any, and retained interests, if any,
   based on their relative fair values at the date of the transfer.  The
   adoption of SFAS 125 did not have a material effect on the Company's
   financial statements.
   
   Under SFAS 125, the Company records a gain on the securitization of
   credit card receivables sold based on the estimated fair value of
   assets obtained and liabilities incurred in the sale.  The gain
   recognized at the time of the sale, which principally represents the
   estimated fair value of the retained interest-only strip, is
   substantially offset by the estimated fair value of the Company's
   recourse obligation for anticipated charge-offs.  As these estimates
   are influenced by factors outside the Company's control, there is
   uncertainty inherent in these estimates, making it reasonably possible
   that they could change in the near term.  During the "revolving period"
   of each trust, securitization income is recorded representing gains on
   the sale of new receivables which are sold to the trusts on a
   continuous basis to replenish the investors' interest in trust
   receivables which have been repaid by the credit cardholders.

   Prior to January 1, 1997 the Company recorded excess servicing income
   on credit card securitizations representing additional cash flow from
   the receivables initially sold based on estimates of the repayment
   term, including prepayments. As the estimates used to record excess
   servicing income were influenced by factors outside the Company's
   control, there was uncertainty inherent in these estimates, making it
   reasonably possible that they could change in the near term. Excess
   servicing income recorded at the time of each transaction was
   substantially offset by the establishment of recourse reserves for
   anticipated charge-offs. During the "revolving period" of each trust,
   income was recorded based on additional cash flows from the new
   receivables which were sold to the trusts on a continual basis to
   replenish the investors' interest in trust receivables which had been
   repaid by the credit cardholders. Beginning in the third quarter of
   1996 credit card securitization activities were affected by the
<PAGE>
   adoption in that quarter of a new charge-off methodology relating to
   bankruptcies (see Asset Quality), the upward repricing of interest
   rates and fees, increases in charge-offs and the related impact on
   reserves.


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

                                    Nine Months Ended     Year Ended
                                       September 30,      December 31,
                                           1997              1996
                                                             
      Balance, beginning of period       $ 89,184         $53,494
                                                                 
         Current provision                158,886          96,862
                                                                 
         Transfer of recourse                                    
          reserves to on-balance                                 
          sheet reserves                    1,417           3,000
                                                                 
         Reserves on receivables                                 
          (sold)/purchased, net            (6,405)          6,404
                                                      
         Net charge-offs                 (116,471)        (70,576)
                                                                 
      Balance, end of period             $126,611         $89,184

8) At September 30, 1997 and December 31, 1996, the Company had
   $286.7 million and $399.4 million, respectively, of amounts due from
   credit card securitizations.  These amounts include the income on the
   retained interest-only strip, accrued interest receivable and other
   amounts related to these securitizations and are net of recourse
   reserves established.  A portion of these amounts is subject to liens
   held by the providers of credit enhancement facilities for the
   respective securitizations.

<PAGE>

9) Selected Balance Sheet Information
     
    Other Assets
                                        September 30,   December 31,
                                            1997           1996
    Retained interest only strip -                               
     personal finance loans               $198,976       $149,418
    Prepaid assets                         158,215        117,934
    Accrued interest receivable             88,220        101,021
    Investment in affordable housing        66,493         48,059
    Servicing advances-mortgage             65,576         34,503
    Deferred costs                          48,142         42,252
    Investments in operating leases         13,702         17,276
    Due from trustees - business                                 
     loans and leases                        9,149         19,531
    Retained interest only strip -                               
     business loans and leases               2,884         14,205
    Current and deferred federal                                 
     income taxes                                0         28,169
    Goodwill                                 5,224          5,795
    Other real estate owned                    486          2,513
    Other                                   67,729         45,607
    Total other assets                    $724,796       $626,283


    Other Liabilities
                                        September 30,   December 31,
                                            1997           1996
    Accounts payable and accrued                                    
      expenses                            $ 56,800       $ 59,432
    Accrued interest payable                94,902         55,320
    Deferred fees and other reserves        22,733         86,877
    Current and deferred income taxes       48,453         10,300
    Other                                   39,925         97,852
    Total other liabilities               $262,813       $309,781
<PAGE>

   10)Income tax expense reflects an effective tax rate of approximately
      25.8%, for both the three and nine month periods ended September 30,
      1997, compared to a 34% tax rate for both of the comparable 1996
      periods. The Company accounts for income taxes under the Statement
      of Financial Accounting Standards No. 109, "Accounting for Income
      Taxes" ("SFAS 109").
      
      Income tax expense consisted of the following components:

                          Three Months Ended      Nine Months Ended
                            September 30,          September 30,
                            1997       1996        1997       1996
   Current:                                     
    Federal               $(1,079)   $29,065     $14,732     $57,482
    State                   4,232        276       3,893       4,542
   Total current            3,153     29,341      18,625      62,024
              
   Deferred: 
    Federal                12,742     (6,667)     (7,115)      5,372
    State                  (1,147)       190      (1,769)       (167)
   Total deferred          11,595     (6,477)     (8,884)      5,205
                                                               
   Total tax expense      $14,748    $22,864     $ 9,741     $67,229

   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,
                            1997       1996        1997       1996
      Statutory federal                                        
       income tax         $19,983    $23,536     $13,142     $69,207
      State income taxes    2,006        303       1,380       2,844
      Insurance income     (2,981)         0      (5,177)          0
      Tax credits          (1,346)      (667)     (4,075)     (1,250)
      APB 28 adjustment    (3,960)         0       3,617           0
      Other                 1,046       (308)        854      (3,572)
                                                               
      Consolidated tax                                         
       expense            $14,748    $22,864     $ 9,741     $67,229
  
      The net deferred tax asset/(liability) is comprised of the
      following:
                                        September 30,    December 30,
                                            1997            1996
      Deferred taxes:
                        
        Gross assets                       $75,619        $112,861
                                                      
        Gross liabilities                  (78,177)        (83,226)
                                                      
      Total deferred taxes                 $(2,558)       $ 29,635
<PAGE>
   
   The Company did not record any valuation allowances against deferred
   tax assets at September 30, 1997 and December 31, 1996.
   
   The tax effect of significant temporary differences representing
   deferred tax assets and liabilities is as follows:
   
                                   September 30,   December 31,
                                      1997            1996
                                                   
   SFAS 91                          $(16,227)      $(17,870)
   Loan losses                        42,723         26,851
   Income from personal finance                        
        activities                     1,548          6,623
   Securitization income             (31,938)       (35,415)
   Business loan and lease income     (8,068)        56,447
   Other                               9,404         (7,001)
   Net deferred tax assets                             
     (liabilities)                  $ (2,558)      $ 29,635

11)The Company has adopted several management incentive plans designed to
   provide incentives to participating employees to remain in the employ
   of the Company and devote themselves to its success.  Under these
   plans, certain eligible employees were required and others were given
   the opportunity to elect to take portions of their anticipated or
   "target" bonus payments for future years in the form of restricted
   shares of common stock.  The restricted shares are subject to
   forfeiture should the employee terminate employment with the Company
   prior to vesting.  The shares become unrestricted over time if certain
   performance criteria are met.  At September 30, 1997, a total of
   1,386,690 shares issued under these plans were subject to restrictions
   and were included in the number of shares outstanding.  These shares
   are considered common stock equivalents in the calculation of earnings
   per common share.

   Deferred compensation of $29.5 million and $41.2 million related to
   these shares of restricted stock is reflected as a reduction of equity
   at September 30, 1997 and December 31, 1996, respectively.
   
12)In December 1996, Advanta Capital Trust I, a newly formed statutory
   business trust established by and wholly-owned by the Company (the
   "Trust"), issued in a private offering $100 million of capital
   securities, representing preferred beneficial interests in the assets
   of the Trust (the "Capital Securities").  The Company used the proceeds
   from the sale for general corporate purposes.  The sole assets of the
   Trust consist of $100 million of 8.99% junior subordinated debentures
   issued by the Company due December 17, 2026 (the "Junior Subordinated
   Debentures").  The Capital Securities will be subject to mandatory
   redemption under certain circumstances, including at any time on or
   after December 17, 2006 upon the optional prepayment by the Company
   of the Junior Subordinated Debentures.  The obligations of the Company
   with respect to the Junior Subordinated Debentures, when considered
   together with the obligations of the Company under the Indenture
   relating to the Junior Subordinated Debentures, the Amended and
   Restated Declaration of Trust relating to the Capital Securities and
   the Capital Securities Guarantee issued by the Company with respect to
   the Capital Securities will provide, in the aggregate, a full and
   unconditional guarantee of payments of distributions and other amounts

<PAGE>

     due on the Capital Securities.  In July, 1997, the Company and the
     Trust exchanged the outstanding Capital Securities and Junior
     Subordinated Debentures for substantially identical securities which
     were registered under the Securities Act of 1933, as amended
     (the "Act").  The Company also exchanged the Capital Securities
     Guarantee for a substantially identical guarantee which was also
     registered under the Act.  The Trust has no operations or assets
     separate from its investment in the Junior Subordinated Debentures.
     Separate financial statements of the Trust are not presented
     because management has determined that they would not be material
     to investors.

13)The following table shows the calculation of earnings per common share:

                            Three Months Ended        Nine Months Ended
                               September 30,            September 30,
                              1997       1996          1997       1996

  Net income                $42,412    $44,356       $28,013   $130,506
  less: preferred      
    dividends                     0          0          (141)      (141)
                                                                        
  Net income                                                            
    available                                                         
    to common shares        $42,412    $44,356       $27,872   $130,365
                                                                        
  Average common                                                        
    shares outstanding       42,875     40,818        42,750     40,679
  Common stock                                                          
    equivalents               3,240      4,363         3,358      4,418
                                                                        
  Weighted average                                                      
    common shares                                                     
    outstanding                                                       
    (in thousands)           46,115     45,181        46,108     45,097
                                                                        
  Earnings per common
  share                     $   .92    $   .98       $   .60   $   2.89

In February, 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Share."  The new standard simplifies the computation of earnings per share
(EPS) and increases comparability to international standards.  Under SFAS
No. 128, primary EPS is replaced by "Basic" EPS, which excludes dilution
and is computed by dividing income available to common shareholders by the
weighted-average number of common shares outstanding for the period.
"Diluted" EPS, which is computed similarly to fully diluted EPS, reflects
the potential dilution that could occur if securities or other contracts to
issue common stock were exercised or converted into common stock.

The Company is required to adopt the new standard in its year-end 1997
financial statements.  All prior-period EPS information (including interim
EPS) is required to be restated at that time. Early adoption is not
permitted.  The Company believes that the adoption of SFAS 128 will not
have a material effect on EPS.
<PAGE>
  
                      ADVANTA CORP. AND SUBSIDIARIES
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  
OVERVIEW

Net income for the three months ended September 30, 1997 was $42.4 million
or $.92 per share compared to $44.4 million or $.98 per share for the third
quarter of 1996.  For the nine months ended September 30, 1997 the Company
reported net income of $28.0 million or $.60 per share compared to net
income of $130.5 million or $2.89 per share for the same period last year.

The net income for the third quarter of 1997 reflects a substantial
increase in the managed net interest margin, which increased to 8.01% from
6.19% in the same period of 1996, and includes a $10 million cash rebate
received as a result of prior periods' credit card processing performance.
Offsetting these increases were increases in operating expenses, a $6
million addition to mortgage contingency reserves and a $10 million
addition to credit card loan loss reserves, as a result of increased charge-
offs and delinquency rates.  The managed charge-off rate increased to 5.4%
for the third quarter of 1997 from 3.2% for the same period in 1996.  The
managed delinquency rate was 5.7% for the third quarter of 1997 compared to
4.2% for the third quarter of 1996.  The 1997 charge-off and delinquency
rates reflect the adoption of a new methodology related to credit card
bankruptcies in August 1996 (see Asset Quality).  This methodology is
consistent with that used by others in the credit card industry.

In the third quarter of 1997, operating expenses increased to $148.9
million compared to $141.3 million for the same period of 1996.
The operating expense ratio increased to 3.3% in the third quarter of 1997
from 3.0% for the third quarter of 1996.  The increase was due, in part, to
increased collection efforts related to the credit card portfolio and to
additional costs associated with the substantial growth in personal finance
loans including the contract servicing portfolio.  That portfolio, which is
not a component of managed receivables, grew from an average of $1.8
billion in the third quarter of 1996 to $8.1 billion in the third quarter
of 1997.

On October 28, 1997, the Company announced that it had reached a definitive
agreement under which Fleet Financial Group ("Fleet") would acquire the
Company's consumer credit card business and would combine it with Fleet's
consumer credit card business.  The Company will continue to operate its
mortgage and business services companies.
          
The Company intends to seek shareholder approval and the transaction is
subject to regulatory approval.  The transaction, which is expected to
close by late 1997 or early 1998, is anticipated to have a total value to
the Company of approximately $1.3 billion, including an after-tax gain of
approximately $500 million.
          
The Company also announced that it intends to make a tender offer to
repurchase between $750 and $850 million of the Company's common stock in
1998, following the closing of the transaction.  The Company presently
expects the tender offer to be at a price between $40 and $45 per share.

<PAGE>

The Company also announced that Dennis Alter would resume his long-held
position as Chief Executive Officer of Advanta.  Alex W. "Pete" Hart,
former Chief Executive Officer, and Jim Allhusen, Group Executive of
Advanta Personal Payment Services, are leaving to pursue other interests.

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, which in turn is affected by the
Company's success in originating new credit card accounts, the receivables
volume and initial pricing of new accounts, the impact of repricing
existing accounts and account attrition, the mix of account types and
interest rate fluctuations; 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.  The
transaction described above also may be affected by factors which include
the timing of closing as well as contingencies.  The proposed tender offer
also may be affected by factors which include the closing of the
transaction and the price at which the Company's stock is trading at the
time of the proposed tender offer.  Additional risks that may affect the
Company's future performance are 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, 1996 and other filings with the Securities and
Exchange Commission.

NET INTEREST INCOME

Net interest income for the third quarter of 1997 increased $21.8 million
or 93.1% to $45.2 million from $23.4 million for the same period of 1996.
This resulted from an increase in the owned net interest margin to 3.34%
for the third quarter of 1997, from 1.87% for the third quarter of 1996.
The increase in the net interest margin was negatively impacted by a change
in the mix of earning assets.  For the third quarter of 1997, the
investment portfolio, which generally has lower yields than the loan and
lease portfolio, comprised 48.9% of owned interest earning assets versus
35.8% in the comparable 1996 period.  The year to date period of 1997 was
also impacted by this change in earning asset composition.  For the nine
months ended September 30, 1997 net interest income rose to $92.4 million,
a 64.2% increase over the $56.2 million reported for the same period of
1996.  The owned net interest margin rose to 2.51% for the first nine
months of 1997 from 1.71% in the same period of 1996.

Throughout 1997, the Company continued to realize improved managed net
interest margins over 1996 levels. The managed net interest margin climbed
to 7.55% during the nine months ended September 30, 1997 compared to 6.08%
reported for the same period of 1996.  This increase reflects the continued
repricing of credit card receivables under the Company's account management
initiatives and the contractual repricing of introductory rate receivables
throughout the first nine months of 1997.  Average managed receivables
increased to $16.2 billion for the first nine months of 1997 from $14.5
billion in the same period of 1996.

<PAGE>

The following tables provide an analysis of both owned and managed interest
income and expense data, average balance sheet data, net interest spread
(the difference between the yield on interest earning assets and the
average rate paid on interest-bearing liabilities), and net interest margin
(the difference between the yield on interest earning assets and the
average rate paid to fund interest earning assets) for the three and nine
month periods ended September 30, 1997 and 1996.  Average owned loan and
lease receivables and the related interest revenues include certain loan
fees.

<PAGE>
  

<TABLE>
INTEREST RATE ANALYSIS
<CAPTION>

(Dollars in thousands)
                                                Three Months Ended September 30,                               
                                          1997                                   1996          
                               Average                   Yield/     Average               Yield/
                               Balance (1)   Interest     Rate      Balance (1)    Interest   Rate
  <S>                       <C>              <C>        <C>      <C>               <C>       <C>
  On-balance sheet
  Credit cards              $ 1,711,826      $ 68,981   15.99%   $ 2,774,292     $ 62,353    8.94%
  Personal finance loans        711,034        16,000    8.93        291,575        7,756   10.58
  Business loans                345,420        10,378   11.95        195,613        5,742   11.68
  Other loans                    54,583         1,320    9.60         12,326          548   17.69
  Gross receivables(2)        2,822,863        96,679   13.59      3,273,806       76,399    9.28
  Investments(2)              2,697,379        38,256    5.63      1,822,774       25,696    5.51
  Total interest earning                                                                     
   assets                   $ 5,520,242      $134,935    9.70%   $ 5,096,580     $102,095    7.93%
                                                                                             
  Interest-bearing                                                                           
   liabilities              $ 5,528,703      $ 88,414    6.35%   $ 5,133,987     $ 77,697    5.99%
                                                                                             
  Net interest spread                                    3.35%                               1.94%
  Net interest margin                                    3.34%                               1.87%
                                                                                             
  Off-balance sheet                                                                          
  Credit cards               $9,190,092                          $10,143,760                 
  Personal finance loans      3,522,496                            1,916,299                 
  Business loans                790,383                              462,496                 
  Total average                                                                              
   securitized receivables  $13,502,971                          $12,522,555
  Total average managed                          
   receivables              $16,325,834                          $15,796,361
  Managed credit cards      $10,901,918      $466,792   16.99%   $12,918,052     $424,820   13.08%
                                                                                             
  Managed net interest                                                                       
   spread (3)                                            8.02%                               6.22%
  Managed net interest                                                                       
   margin (3)                                            8.01%                               6.19%
<FN>                                                                                             
  
  (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%.
  (3)Includes owned interest earning assets/owned interest-bearing liabilities
     and securitized credit card assets/liabilities.

</TABLE>  
<PAGE>

<TABLE>
INTEREST RATE ANALYSIS
<CAPTION>

(Dollars in thousands)
                                                Nine Months Ended September 30,
                                          1997                                   1996
                               Average                  Yield/      Average                    Yield/
                               Balance (1)   Interest    Rate       Balance (1)    Interest     Rate
  <S>                         <C>           <C>         <C>        <C>            <C>          <C>                                 
  On-balance sheet
  Credit cards              $ 1,684,932    $  154,490   12.26%     $ 2,695,338    $  167,326    8.29%
  Personal finance loans        567,086        41,300    9.74          235,668        18,276   10.36
  Business loans                325,470        30,213   12.40          187,328        16,865   12.01
  Other loans                    37,570         2,561    9.11           10,436           936   11.98
  Gross receivables (2)       2,615,058       228,564   11.68        3,128,770       203,403    8.68
  Investments (2)             2,508,087       107,124    5.69        1,338,713        56,516    5.49
  Total interest earning                                                                     
   assets                   $ 5,123,145    $  335,688    8.75%     $ 4,467,483    $  259,919    7.72%
                                                                                             
  Interest-bearing                                                                           
   liabilities              $ 5,124,867    $  239,673    6.23%     $ 4,389,218    $  200,964    6.06%
                                                                                             
  Net interest spread                                    2.52%                                  1.66%
  Net interest margin                                    2.51%                                  1.71%
                                                                                             
  Off-balance sheet                                                                          
  Credit cards              $ 9,918,540                            $ 9,272,172                 
  Personal finance loans      3,022,539                              1,785,072                 
  Business loans                683,030                                362,158                 
  Total average                                                                              
   securitized receivables  $13,624,109                            $11,419,402
  Total average managed                                                                      
   receivables              $16,239,167                            $14,548,172
  Managed credit cards      $11,603,472    $1,353,459   15.60%     $11,967,510    $1,139,601   12.72%
                                                                                             
  Managed net interest                                                                       
   spread (3)                                            7.55%                                  6.07%
  Managed net interest                                                                       
   margin (3)                                            7.55%                                  6.08%

<FN>

  (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%.
  (3)Includes owned interest earning assets/owned interest-bearing liabilities
     and securitized credit card assets/liabilities.
</TABLE>
<PAGE>

MANAGED PORTFOLIO DATA

The Company analyzes its financial results on a managed assets basis in
addition to analyzing data as reported under generally accepted
accounting principles.

The following table provides selected information on a managed basis
(excluding mortgage contract servicing assets), as well as a summary of
the effects of credit card securitizations on selected line items of the
Company's consolidated condensed income statements as of and for the
nine months ended September 30, 1997 and 1996.
                                            Nine Months Ended
                                               September 30,
                                          1997             1996
    Balance sheet data:                     ($ in thousands)
    Average managed receivables       $16,239,167      $14,548,172
    Managed receivables                16,387,317       15,797,358
    Total managed assets               20,795,966       18,356,622
    Managed net interest margin                        
   (on a fully tax equivalent basis)         7.55%            6.08%
    As a percentage of gross managed                               
   receivables:
      Total loans 30 days or more                                  
     delinquent                                   
       New methodology (1)                    5.7%             4.2%
       Prior methodology                                       4.0%
      Net charge-offs                                              
       New methodology (1)                    5.4%             3.0%
       Prior methodology                                       3.3%
    Managed Income Statement:                                      
     Net interest income              $   860,004      $   625,081
   Provision for credit losses            666,760          331,385
   Noninterest revenues                   300,789          283,288
   Operating expenses                     456,279          379,249
  Income before income taxes          $    37,754      $   197,735

(1)Figures reflect the adoption of a new charge-off methodology in
August 1996 relating to credit card bankruptcies (see Asset Quality).
  
With respect to the Managed Income Statement, net interest income
includes owned net interest income and securitized net interest income.
In the Consolidated Income Statements, securitized net interest income
is reported as noninterest revenues.  In addition, the provision for
credit losses includes the amount by which the provision for credit
losses would have been higher had the securitized credit card
receivables remained as owned and the provision for securitized credit
card losses been equal to actual reported charge-offs (see Asset
Quality). Noninterest revenues on the Managed Income Statement exclude
the net interest income and credit losses associated with the
securitized credit card receivables.

PROVISION FOR CREDIT LOSSES

The provision for credit losses for the third quarter of 1997 was
$48.2 million compared to $24.2 million for the comparable period of
1996. This increase was primarily due to higher charge-offs on owned
receivables as well as an increase in impaired assets and delinquency
levels.  Charge-offs on owned receivables increased to $40.0 million
for the third quarter of 1997 from $17.6 million for the third quarter
of 1996.
<PAGE>

For the first nine months of 1997 the provision for credit losses
increased to $158.9 million from $67.0 million for the same period of
1996, resulting from an increase in charge-offs on owned receivables
to $116.5 million in the first nine months of 1997 from $45.9 million
during the same period of 1996 as well as increases in impaired assets
and delinquency levels.

ASSET QUALITY

The reserve for credit losses is maintained for on-balance sheet
receivables.  This reserve is intended to cover credit losses inherent
in the owned loan portfolio.  With regard to securitized assets, the
fair value of anticipated losses and related recourse reserves are
reflected in the calculations of securitization income, amounts due
from credit card securitizations and other assets.  Recourse reserves
are intended to cover all probable credit losses over the life of the
securitized receivables.  The Company periodically evaluates its on-
balance sheet and recourse reserve requirements and, as appropriate,
effects transfers between these accounts.

In the third quarter of 1996, the Company adopted a new charge-off
methodology related to bankrupt credit card accounts, providing for up
to a 90-day (rather than up to a 30-day) investigative period
following notification of the bankruptcy petition, prior to charge-
off.  This new methodology is consistent with the methodology used by
others in the credit card industry.

The reserve for credit losses on a consolidated owned basis was $126.6
million or 4.7% of receivables at September 30, 1997 compared to $89.2
million or 3.4% of receivables at December 31, 1996 and $77.6 million
or 2.6% of receivables at September 30, 1996.

On the total managed portfolio, impaired assets were $456.6 million or
2.8% of receivables at September 30, 1997, up from $420.5 million or
2.6% of receivables at December 31, 1996 and $307.1 million or 1.9% of
receivables at September 30, 1996.  On the total owned portfolio,
impaired assets were $74.2 million or 2.8% of receivables at September
30, 1997, compared to $70.4 million or 2.7% of receivables at December
31, 1996, and $54.9 million or 1.8% of receivables at September 30,
1996.  The 30 day and over delinquency rate on managed credit cards rose
to 5.2% at September 30, 1997 up from 3.9% a year ago. The 30-day and
over delinquency rate on owned credit cards rose to 6.5% at September
30, 1997, from 3.5% at September 30, 1996. The credit risk associated
with both the owned and managed portfolios are very similar; impaired
asset, delinquency and charge-off ratios on the owned portfolio, which
is largely comprised of retained interests in credit card trusts, are
affected by the amount and timing of securitizations.  Additionally, the
ratios are affected by the lower level of owned credit card receivables
in 1997.

The total managed charge-off rate for the first nine months of 1997 was
5.4%, up from 3.2% for the full year of 1996 and 3.0% for the first nine
months of 1996.  The charge-off rate on managed credit cards was 7.1% for
the first nine months of 1997, up from 3.7% for the full year of 1996 and
3.4% for the comparable 1996 period.  The charge-off rate on managed
personal finance loans was .7% for the first nine months of 1997, equal
to the rate for both the full year of 1996 and the comparable 1996
period.  The charge-off rate on managed business loans and leases was
3.0% for the first nine months of 1997, up from 2.3% for the full year of
1996 and 2.2% for the first nine months of 1996.  The total owned charge-

<PAGE>

off rate rose to 5.9% for the nine months ended September 30, 1997 up
from 2.3% for the full year of 1996 and 2.0% for the comparable period in
1996. The charge-off rate on owned credit cards was 8.5% for the first
nine months of 1997, up from 2.5% for the full year of 1996 and 2.1% for
the first nine months of 1996.  The charge-off rate for owned personal
finance loans was .8% for the nine months ended September 30, 1997, down
from 1.3% for the full year of 1996 and 1.4% for the first nine months of
1996.  The charge-off rate on owned business loans rose to 2.4% for the
nine months ended September 30, 1997 compared to 1.5% for the full year
of 1996 and the first nine months of 1996.
<PAGE>

The following tables provide a summary of impaired assets, delinquencies
and charge-offs, as of and for the year-to-date periods indicated.
($ in thousands)                     September 30, December 31, September 30,
 CONSOLIDATED - MANAGED                  1997         1996          1996
   Nonperforming assets                  $272,946   $191,668     $152,723
   Accruing loans past due 90 days or
    more                                  183,651    228,845      154,340
   Impaired assets                        456,597    420,513      307,063
   Total loans 30 days or more delinquent 940,595    886,717      668,718
   As a percentage of gross receivables:                         
    Nonperforming assets                      1.7%       1.2%         1.0%
    Accruing loans past due 90 days or more   1.1        1.4          1.0
    Impaired assets                           2.8        2.6          1.9
    Total loans 30 days or more delinquent:
     New methodology(1)                       5.7        5.4          4.2
     Prior methodology(2)                                5.2          4.0
   Net charge-offs:                                              
    Amount(1)                            $656,920   $479,992     $325,422
    As a percentage of average gross                             
     receivables(annualized)
     New methodology(1)                       5.4%       3.2%         3.0%
     Prior methodology(2)                                3.5          3.3
  CREDIT CARDS - MANAGED                                         
   Nonperforming assets                  $ 98,781   $ 89,064     $ 69,702
   Accruing loans past due 90 days or
    more                                  183,574    228,822      154,321
   Impaired assets                        282,355    317,886      224,023
   Total loans 30 days or more delinquent 548,298    632,083      494,308
   As a percentage of gross receivables:                         
    Nonperforming assets                       .9%        .7%          .6%
    Accruing loans past due 90 days or more   1.7        1.8          1.2
    Impaired assets                           2.7        2.5          1.8
    Total loans 30 days or more delinquent
     New methodology(1)                       5.2        5.0          3.9
     Prior methodology(2)                                4.6          3.7
   Net charge-offs:                                              
    Amount(1)                            $615,105   $451,239     $305,795
    As a percentage of average gross                             
     receivables(annualized)                          
     New methodology(1)                       7.1%       3.7%         3.4%
     Prior methodology(2)                                4.1          3.7
  PERSONAL FINANCE LOANS - MANAGED 
   Nonperforming assets                  $152,887   $ 93,101     $ 75,611
   Total loans 30 days or more delinquent 322,860    194,412      125,989
   As a percentage of gross receivables:                         
    Nonperforming assets                      3.3%       3.4%         3.2%
    Total loans 30 days or more delinquent    7.1        7.1          5.4
   Net charge-offs:                                              
    Amount                               $ 19,075   $ 14,981     $ 10,762
    As a percentage of average gross                             
     receivables(annualized)                   .7%        .7%          .7%
  BUSINESS LOANS AND LEASES - MANAGED                            
   Nonperforming assets                  $ 21,123   $  9,503     $  7,402
   Impaired assets                         21,195      9,503        7,402
   Total loans 30 days or more delinquent  68,502     59,880       48,361
   As a percentage of receivables:                               
    Nonperforming assets                      1.8%       1.2%         1.0%
    Impaired assets                           1.8        1.2          1.0
    Total loans 30 days or more delinquent    5.7        7.3          6.7
   Net charge-offs:                                              
    Amount                               $ 22,737   $ 13,777     $  8,872
    As a percentage of average                                   
      receivables(annualized)                 3.0%       2.3%         2.2%

(1) Figures reflect the adoption of a new charge-off methodology in
    August 1996 relating to credit card bankruptcies(see Asset Quality).
(2) Pro forma calculation reflecting charge-off of all credit card
    bankruptcies within 30 days of notification.

<PAGE>
                                            September  December   September
                                               30,        31,        30,
   CONSOLIDATED - OWNED                       1997       1996       1996
   Nonperforming assets                     $ 37,079   $ 29,822   $ 27,612
   Accruing loans past due 90 days or more    37,116     40,597     27,251
   Impaired assets                            74,195     70,419     54,863
   Total loans 30 days or more delinquent    159,244    145,613    109,654
   As a percentage of gross receivables:                     
    Nonperforming assets                         1.4%       1.1%        .9%
    Accruing loans past due 90 days or more      1.4        1.5         .9
    Impaired assets                              2.8        2.7        1.8
    Total loans 30 days or more deliquent:
     New methodology(1)                          5.9        5.5        3.6
     Prior methodology(2)                                   5.3        3.5
   Net charge-offs:                                          
    Amount(1)                               $116,471   $ 70,576   $ 45,911
    As a percentage of average gross                         
     receivables(annualized)
     New methodology(1)                          5.9%       2.3%       2.0%
     Prior methodology(2)                                   2.5        2.1
  CREDIT CARDS - OWNED                                       
   Nonperforming assets                     $ 19,149   $ 13,890   $ 12,079
   Accruing loans past due 90 days or more    37,039     40,574     27,232
   Impaired assets                            56,188     54,464     39,311
   Total loans 30 days or more delinquent    107,661    107,263     88,525
    As a percentage of gross receivables:                     
    Nonperforming assets                         1.2%        .7%        .5%
    Accruing loans past due 90 days or more      2.2        2.0        1.1
     Impaired assets                             3.4        2.7        1.5
    Total loans 30 days or more delinquent 
     New methodology(1)                          6.5        5.2        3.5
     Prior methodology(2)                                   5.0        3.3
   Net charge-offs:                                          
    Amount(1)                               $107,232   $ 64,520   $ 41,373
    As a percentage of average gross                         
     receivables(annualized)                       
     New methodology(1)                          8.5%       2.5%       2.1%
     Prior methodology(2)                                   2.7        2.2
  PERSONAL FINANCE LOANS - OWNED                             
   Nonperforming assets                     $ 11,279   $ 13,005   $ 13,265
   Total loans 30 days or more delinquent     33,862     28,546     14,463
   As a percentage of gross receivables:                     
    Nonperforming assets                         1.9%       3.5%       6.2%
    Total loans 30 days or more deliquent        5.8        7.6        6.7
   Net charge-offs:                                               
    Amount                                  $  3,442   $  3,060   $  2,428
    As a percentage of average gross                         
     receivables (annualized)                     .8%       1.3%       1.4%
  BUSINESS LOANS AND LEASES - OWNED                          
   Nonperforming assets                     $  6,496   $  2,927   $  2,260
   Impaired assets                             6,568      2,927      2,260
   Total loans 30 days or more delinquent     17,416      9,462      6,606
   As a percentage of receivables:                           
    Nonperforming assets                         1.7 %      1.4%        .9%
    Impaired assets                              1.7        1.4         .9
    Total loans 30 days or more delinquent       4.5        4.4        2.6
   Net charge-offs:                                          
    Amount                                  $  5,794   $  3,001   $  2,117
    As a percentage of average                               
      receivables (annualized)                   2.4%       1.5%       1.5%

(1) Figures reflect the adoption of a new charge-off methodology in
    August 1996 relating to credit card bankruptcies(see Asset Quality).
(2) Pro forma calculation reflecting charge-off of all credit card
    bankruptcies within 30 days of notification.

<PAGE>

NONINTEREST REVENUES
($ in thousands)
                                  Three Months Ended    Nine Months Ended
                                    September 30,         September 30,
                                  1997       1996       1997       1996
  Gain on sale of credit cards  $      0   $      0   $      0   $ 33,820
  Other noninterest revenues:       
   Credit card securitization  
    income                        58,445     65,592    133,906    183,192
   Credit card servicing income            
    income                        43,169     46,365    136,152    128,977
   Credit card interchange                                              
    income                        21,035     26,682     63,222     75,881
   Income from personal                                                 
    finance activities            43,260     30,350    116,430     76,477
   Business loan and lease                                              
    other revenues                21,924     13,974     54,293     38,735
   Insurance revenues, net         8,260     13,886     28,605     28,198
   Other                          12,987     12,489     27,939     22,420
   Total other noninterest                                              
    revenues                    $209,080   $209,338   $560,547   $553,880
                                                                        
  Total noninterest revenues    $209,080   $209,338   $560,547   $587,700

Total noninterest revenues for the third quarter of 1997 were $209.1
million, level with the $209.3 million reported for the same period of
1996.  For the nine month period ended September 30, 1997 total
noninterest revenues were $560.5 million, down from $587.7 reported for
the same period of 1996.  The 1996 year-to-date amount includes a $33.8
million gain on the sale of credit card customer relationships.

Although total other noninterest revenues were flat in the third quarter
of 1997 compared to the same period of 1996, revenues from credit card
securitization activities have decreased while revenues from personal
finance activities and business loan and lease revenues have increased.
Income from personal finance activities totalled $43.3 million for the
third quarter of 1997, up more than 42.5% from the $30.4 million
reported for the third quarter of 1996.  This increase resulted from a
$1.3 billion increase in personal finance loans securitized year over
year, an increase in contract servicing fees, and is net of a $6 million
addition to contingency reserves.  Business loan and lease revenues rose
almost 57% to $21.9 million for the third quarter of 1997 from $14.0
million for the same period last year.  Credit card securitization
income declined to $58.4 million for the three months ended September
30, 1997 from $65.6 million reported for the same period last year and
credit card servicing income decreased by $3.2 million or 6.9% partially
due to lower securitized balances for the quarter.  Credit card
interchange income decreased by 21.2% during the third quarter of 1997
to $21.0 million from $26.7 million for the same period of 1996.
Insurance revenues of $8.3 million in the third quarter of 1997 were
down from the $13.9 million reported for the third quarter in 1996, due,
in part, to the decrease in credit card receivables.

During the nine month period ended September 30, 1997, total other
noninterest revenues increased to $560.5 million from $553.9 reported
for the same period of 1996.  This increase is attributable primarily to
higher personal finance and business loan noninterest revenues, and
other credit card revenues included in other noninterest revenues,
offset by decreases in credit card securitization income and credit card
interchange income.
<PAGE>

OPERATING EXPENSES
($ in thousands)
                                Three Months Ended     Nine Months Ended
                                  September 30,          September 30,
                                1997        1996       1997        1996
  Amortization of credit card                                           
   deferred origination costs,                       
   net                         $ 14,395  $ 22,690   $ 47,916    $ 67,670
  Other operating expenses:
   Salaries and employee     
    benefits                     63,964    50,893    178,594     132,081
   Marketing                     14,277     7,902     37,928      24,371
   Professional fees             13,533    10,349     29,638      26,723
   Equipment expense              8,491     6,051     26,759      15,229
   Postage                        6,489     6,214     21,232      18,893
   Telephone expense              5,450     4,979     15,667      13,599
   Occupancy expense              5,369     3,817     16,765       9,846
   Credit and collection    
    expense                       5,121     3,969     15,155       9,594
   Credit card fraud losses       4,554     8,220     17,730      16,982
   External processing            4,126    11,043     29,572      30,848
   Other                          3,135     5,182     19,323      13,413
   Total other operating      
    expenses                   $134,509  $118,619   $408,363    $311,579

  Total operating expenses     $148,904  $141,309   $456,279    $379,249

Total operating expenses of $148.9 million for the quarter ended
September 30, 1997 increased 5.4% from $141.3 million in the same period
of 1996.  The amortization of credit card deferred origination costs,
net, decreased from $22.7 million for the three months ended September
30, 1996 to $14.4 million for the comparable period of 1997.  Total
other operating expenses as a percentage of average managed receivables
were 3.3% for the third quarter of 1997, up from 3.0% in the comparable
period in 1996.  The increase in operating expenses is attributable in
part to an increase in the number of employees from 3,084 at September
30, 1996 to 4,168 at September 30, 1997 primarily in the credit card
collection area and to support the growth in loan production and
serviced receivables in the personal finance area.  Marketing expenses
increased 80.7% as a result of increased new business advertising of the
Company's personal finance and business card products, and increased
advertising of the credit card products with the primary purpose of
retaining current customer relationships.  Professional fees increased
to $13.5 million in the third quarter of 1997 from $10.3 million in the
third quarter of 1996 primarily as a result of consulting fees in the
credit card area as well as new corporate initiatives.  Other expenses
including equipment and occupancy expense showed increases consistent
with the current and projected increase in the number of employees and
serviced customer accounts and the addition of space and new technology
required to support this growth.  External processing declined to $4.1
million in the third quarter of 1997 from $11.0 million in the same
quarter of 1996 as a result of a $10.0 million cash rebate for prior
periods' credit card processing performance.  Without the rebate,
external processing costs would have increased by $3.1 million primarily
as a result of customer retention and relationship management programs
in our credit card area.

<PAGE>

Total operating expenses for the first nine months of 1997 increased
20.3% to $456.3 million from $379.2 during the same period in 1996.  The
operating expense ratio increased to 3.4% from 2.9% reported in 1996.
The increase in expenses is consistent with an increase in headcount and
accounts and customers serviced throughout the organization.

LIQUIDITY AND CAPITAL RESOURCES

The Company's goal is to maintain an adequate level of liquidity, both
long- and short-term, through active management of both assets and
liabilities.  During the first nine months of 1997, the Company, through
its subsidiaries, securitized $2.3 billion of personal finance loans and
$206.4 million of business loan receivables.  In addition, funds were
raised during this same period through an increase in deposits at the
Banks (as defined below) and unsecured notes totalling approximately
$1 billion.  Cash generated from these transactions was temporarily
invested in short-term, high quality investments at money market rates
awaiting redeployment to pay down borrowings and to fund future credit
card, personal finance and business loan receivable growth.  Cash and
equivalents exceeded amounts normally held to provide liquidity
protection subsequent to the Company's March 17, 1997 announcement
relating to expected 1997 financial results.  At September 30, 1997, the
Company had approximately $1.0 billion of loan and lease receivables and
$1.4 billion of investments available for sale which could be sold to
generate additional liquidity.

Funding diversification is an essential component of the Company's
liquidity management. The debt securities of Advanta Corp., Advanta
National Bank USA ("AUS"), and Advanta National Bank (together with AUS,
the "Banks") had investment-grade ratings from the nationally recognized
rating agencies throughout 1996.  These ratings had allowed the Company
to further diversify its funding sources. Beginning March 1997, the
various rating agencies lowered their ratings on the debt securities of
each of Advanta Corp. and the Banks by one or two grades.  More
recently, on October 28, 1997, Moody's Investors Service ("Moody's")
again lowered its rating of the debt securities of each of Advanta Corp.
and ANB (as defined below).  As of October 28, 1997, debt of ANB was
rated at or above the lowest level of investment grade by each agency
except Standard & Poors and Moody's, each of which rated it one level
below investment grade; senior debt of the parent company, Advanta
Corp., maintained investment grade ratings (at or above the lowest
investment grade level) from three of the rating agencies, but was rated
two levels below investment grade by Standard & Poors and three levels
below investment grade by Moody's.  Effective June 30, 1997, Advanta
National Bank was merged into AUS, and AUS was renamed Advanta National
Bank ("ANB").  The combined institution is larger, more effectively
capitalized, and more efficient to run than the two separate entities.
Efforts continue to develop new sources of funding, both through
previously untapped customer segments and through development of new
financing structures. In that regard, on May 1, 1997, Advanta Mortgage
Corp. USA and its subsidiaries entered into a $500 million secured
revolving credit facility, $250 million of which is committed.  Also,
deposit sources proved readily expandable as demonstrated in the growth
noted above.

In December 1996, Advanta Capital Trust I, a newly formed statutory
business trust established by and wholly-owned by the Company (the
"Trust"), issued in a private offering $100 million of capital
securities, representing preferred beneficial interests in the assets of
the Trust (the "Capital Securities").  The Company used the proceeds
<PAGE>
from the sale for general corporate purposes.  The sole assets of the
Trust consist of $100 million of 8.99% junior subordinated debentures
issued by the Company due December 17, 2026 (the "Junior Subordinated
Debentures").  The Capital Securities will be subject to mandatory
redemption under certain circumstances, including at any time on or
after December 17, 2006 upon the optional prepayment by the Company of
the Junior Subordinated Debentures.  The obligations of the Company with
respect to the Junior Subordinated Debentures, when considered together
with the obligations of the Company under the Indenture relating to the
Junior Subordinated Debentures, the Amended and Restated Declaration of
Trust relating to the Capital Securities and the Capital Securities
Guarantee issued by the Company with respect to the Capital Securities
will provide, in the aggregate, a full and unconditional guarantee of
payments of distributions and other amounts due on the Capital
Securities.  In July, 1997, the Company and the Trust exchanged the
outstanding Capital Securities and Junior Subordinated Debentures for
substantially identical securities which were registered under the
Securities Act of 1933, as amended (the "Act").  The Company also
exchanged the Capital Securities Guarantee for a substantially identical
guarantee which was also registered under the Act.  The Trust has no
operations or assets separate from its investment in the Junior
Subordinated Debentures.  Separate financial statements of the Trust are
not presented because management has determined that they would not be
material to investors.

Advanta Corp. and ANB together have a $1 billion revolving credit
facility, of which $1 billion is available to ANB and up to a maximum of
$500 million is available to Advanta Corp., subject to the terms and
conditions of the facility, including that no more than $1 billion may
be outstanding at any time.  The Company also filed a shelf registration
statement in 1996 with the Securities and Exchange Commission which
allows the Company to sell up to $1.6 billion of debt securities.
Approximately $600 million of this shelf is still available to the
Company.

INTEREST RATE SENSITIVITY

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

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

In managing its interest rate sensitivity position, the Company
periodically securitizes receivables, sells and purchases assets, alters
the mix and term structure of its funding base, changes its investment
portfolio and short-term investment position, and uses derivative
financial instruments. Derivative financial instruments are used to
manage exposures to changes in interest rates and foreign exchange rates
and create matched funding of assets and liabilities.  Derivative
financial instruments, by policy, are not used for any speculative
purposes (see discussion under "Derivatives Activities"). The Company
<PAGE>
has primarily utilized variable rate funding in pricing its credit card
securitization transactions in an attempt to match the variable rate
pricing dynamics of the underlying receivables sold to the trusts.
Variable rate funding is used on the balance sheet as well, in support
of unsecuritized receivables which carry variable rates. Although credit
card receivable rates are generally set at a spread over a floating rate
index, they often contain interest rate floors. These floors have the
impact of converting the credit card receivables to fixed rate
receivables in a low interest rate environment.  In addition, the
Company at times offers fixed rate pricing to consumers for the
introductory rate period of its credit cards.  In instances when a
significant portion of credit card receivables carry fixed rate
introductory pricing or are at their floors, the Company may convert
part of the underlying funding to a fixed rate by using interest rate
hedges, swaps and fixed rate securitizations. In pricing personal
finance and business loan and lease securitizations, both fixed rate and
variable rate funding are used depending upon the characteristics of the
underlying receivables and the overall risk exposure to the Company.

Interest rate fluctuations affect net interest income at virtually all
financial institutions. While interest rate volatility does have an
effect on net interest income, other factors also contribute
significantly to changes in net interest income. Specifically, within
the credit card portfolio, pricing decisions and customer behavior
regarding convenience usage affect the yield on the portfolio. These
factors may counteract or exacerbate income changes due to fluctuating
interest rates. The Company closely monitors interest rate movements,
competitor pricing and consumer behavioral changes in its ongoing
analysis of net interest income sensitivity.

DERIVATIVES ACTIVITIES

The Company utilizes derivative financial instruments for the purpose of
managing its exposure to interest rate and 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 (Chief Executive Officer, Chief
Financial Officer and Treasurer).

As part of this approval process, a market risk analysis is completed to
determine the potential impact on the Company from severe negative
(stressed) movements in the market. By policy, derivatives transactions
may only be used to manage the Company's exposure to interest rate and
foreign currency 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.
<PAGE>

As of September 30, 1997 and December 31, 1996, 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
derivative instruments:

 ($ in thousands)                                      Estimated Fair Value
                         September 30,   December 31,   September 30, 1997
                            1997           1996         Asset/(Liability)
 Interest rate swaps     $2,393,756     $1,560,444           $22,096
 Swaptions                        0        153,000                 0
 Interest rate options:
  Caps written            1,011,195      1,413,222              (443)
  Caps purchased            321,195        365,000               443
  Corridors/Collars               0        500,000                 0
 Forward contracts          478,548        386,680            (1,436)
 Total notional amount   $4,204,694     $4,378,346           $20,660

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.
<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
     purported Company shareholders and 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.  The Company believes that the complaints are
     without merit and will vigorously defend itself against the
     actions.
     
     On August 25, 1997, a cardholder of the Company instituted a
     putative class action complaint against the Company and certain
     other subsidiaries in Delaware Superior Court for New Castle
     County.  Subsequently, on September 8, 10, and 12 and on
     October 2, 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 and
     the Circuit Court of Covington County, Alabama, respectively.
     The complaints allege that cardholder accounts in the 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.  The program at issue
     comprises a very small portion of the Company's consumer credit
     card receivables.  The Company believes that the complaints are
     without merit and will vigorously defend itself against the
     actions.
     
     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
      
       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
                                  dated October 15, 1997 filed the same
                                  date.
 <PAGE>

      (b) Reports on Form 8-K.

      (b)(1)   A current Report on Form 8-K, dated July 14, 1997 was
               filed by the Company describing certain shareholders'
               litigation.

      (b)(2)   A current Report on Form 8-K, dated July 16, 1997 was
               filed by the Company setting forth the financial
               highlights of the Company's results of operations for
               the period ended June 30, 1997.

      (b)(3)   A Current Report on Form 8-K, dated July 28, 1997 was
               filed by the Company incorporating the calculation of the
               Earnings to Fixed Charges Ratio as of March 31, 1997 into
               Registration Statement No. 333-05701.
      
      (b)(4)   A Current Report on Form 8-K, dated August 7, 1997 was
               filed by the Company incorporating certain documentation
               into Registration Statement No. 333-05701 including a
               form of distribution agreement for the Company's retail
               medium term notes and the form of notes with respect
               thereto.

      (b)(5)   A Current Report on Form 8-K, dated September 26, 1997
               was filed by the Company incorporating certain
               documentation into Registration Statement No. 333-05701
               including a form of distribution agreement for the
               Company's Medium Term Notes, Series E, and the form of
               notes with respect thereto.

      (b)(6)   A Current Report on Form 8-K, dated October 15, 1997 was
               filed by the Company setting forth the financial
               highlights of the Company's results of operations for
               the period ended September 30, 1997.  A Financial Data
               Schedule was included as an exhibit in this Form 8-K.

      (b)(7)    A Current Report on Form 8-K, dated October 28, 1997
                was filed by the Company reporting certain announcements
                made by the Company that day.

<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 14, 1997                By  /s/Elizabeth H. Mai
                                         Senior Vice President and
                                         General Counsel
     
    November 14, 1997                By  /s/John J. Calamari
                                         Vice President, Finance and
                                         Principal Accounting Officer
<PAGE>
    
                              EXHIBIT INDEX
                                    
    Exhibit                        Description
  
        2                          Inapplicable.

        3                          Inapplicable.

        4                          Inapplicable.

       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 incorporated
                                   by reference to Exhibit 27 to the
                                   Company's Current Report on
                                   Form 8-K dated October 15, 1997 filed
                                   the same date.

       99                          Inapplicable.