<PAGE>   1
 As Filed with the Securities and Exchange Commission, via the EDGAR system,
                                on May 10,1995

                                                         Registration No. 33-   
- -------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              ---------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                              ---------------------

                                ADVANTA CORP.
           --------------------------------------------------------
              (Exact name of issuer as specified in its charter)

        Delaware                                         23-1462070
- ------------------------                    ------------------------------------
(State of Incorporation)                    (I.R.S. Employer Identification No.)

Brandywine Corporate Center, 650 Naamans Road, Claymont Delaware    19703
- ----------------------------------------------------------------    -----
             (Address of Principal Executive Offices)             (Zip Code)


                            RESTRICTED STOCK BONUS 
                            ----------------------
                    GRANTED PURSUANT TO WRITTEN AGREEMENT
                    -------------------------------------
                           (Full title of the Plan)

                           Gene S. Schneyer, Esquire
                                Advanta Corp.
                         Five Horsham Business Center
                                300 Welsh Road
                              Horsham, PA 19044
                                (215) 657-4000
   -----------------------------------------------------------------------
          (Name, address and telephone number, including area code,
                            of agent for service)

                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
  =====================================================================================================
  Title of            Amount to be     Proposed Maximum        Proposed Maximum          Amount of
  Securities to be    Registered(1)    Offering Price Per      Aggregate Offering        Registration
  Registered                           Share (2)               Price (2)                 Fee
  -----------------------------------------------------------------------------------------------------
  <S>                 <C>                <C>                   <C>                       <C>
  Class B
  Common Stock,
  $.01 par value....  200,000            $33.25                $6,650,000                $2,293.00
  -----------------------------------------------------------------------------------------------------
</TABLE>
(1)   Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement also covers such additional shares as may hereinafter be offered or
issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions effected without the receipt of consideration.

(2)   Determined in accordance with Rule 457(h) solely for the purpose of
calculating the Registration Fee, based upon the average of the high and low
prices of the Class B Common Stock as reported by the National Association of
Securities Dealers Automated Quotation ("NASDAQ") National Market System on May
8, 1995.
<PAGE>   2
         Pursuant to Rule 429, the Prospectus included herein also relates to
each of the following Registration Statements:

(1)      No. 33-7615 relating to the Registrant's 1985 Incentive Stock Option
         Plan and 1985 Non-Qualified Stock Option Plan;

(2)      No. 33-12510 relating to the Registrant's 1985 Non-Qualified Stock
         Option Plan;

(3)      Nos. 33-19290 and 33-50256 relating to the Registrant's Stock Option
         Plan, as amended;

(4)      No. 33-57516 relating to the Registrant's 1992 Stock Option Plan;

(5)      Nos. 33-33350 and 33-50258 relating to the Registrant's Advanta
         Management Incentive Plan With Stock Election;

(6)      Nos. 33-39331 and 33-50254 relating to the Registrant's Advanta
         Management Incentive Plan With Stock Election II;

(7)      No. 33-55492 relating to the Registrant's Advanta Management Incentive
         Plan With Stock Election III;

(8)      No. 33-58029 relating to Registrant's Advanta Management Incentive
         Plan With Stock Election IV;

(9)      Nos. 33-31456 and 33-47305 relating to the Registrant's Employee Stock
         Purchase Plan; and

(10)     No. 33-53205 relating to the Directors' Non-Qualified Stock Options
         Granted Pursuant to Written Agreements.
<PAGE>   3
                               REOFFER PROSPECTUS
                   Subject to Completion, Dated May 10, 1995

                                 ADVANTA CORP.

                     895,566 Shares of Class A Common Stock

                    2,240,962 Shares of Class B Common Stock


         The 895,566 shares of Class A Common Stock (par value $.01 per share)
and 2,240,962 shares of Class B Common Stock (par value $.01 per share) of
Advanta Corp. (the "Company") offered hereby will be sold by the individuals
named under "Selling Stockholders."  The Company will not receive any proceeds
from the sale of such shares.

         The shares offered hereby will be offered from time to time, by
registered securities brokers and/or dealers, as may be directed by the Selling
Stockholders or their representatives.  The Company's Class A Common Stock is
quoted on the NASDAQ National Market System under the symbol ADVNA.  The
Company's Class B Common Stock is quoted on the NASDAQ National Market System
under the symbol ADVNB.  On May 8, 1995, the last sale price of the Company's
Class A Common Stock was $35.50 per share and the last sale price of the
Company's Class B Common Stock was $33.25 per share, each as reported on the
NASDAQ National Market System.

         Investment in the shares involves material risks.  See "Investment
Considerations."

         The Selling Stockholders will bear all commissions, discounts and
other compensation paid to brokers or dealers in connection with the sale of
the shares.  Other offering expenses, estimated at $3,500, will be borne by the
Company.  See "Plan of Distribution."

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
         SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON
         THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO
         THE CONTRARY IS A CRIMINAL OFFENSE.


                 The Date of this Prospectus is May     , 1995.





                                       1
<PAGE>   4
                               TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                                              Page
                                                                                              ----
<S>                                                                                           <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            2
Incorporation of Certain Information by Reference . . . . . . . . . . . . . . . . .            3
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            3
Investment Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            4
Selling Stockholders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            6
Plan of Distribution  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           11
Description of Capital Stock  . . . . . . . . . . . . . . . . . . . . . . . . . . .           11
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           16
</TABLE>

         No person is authorized to give any information or to make any
representation not contained in this Prospectus, and any information or
representation not contained herein must not be relied upon as having been
authorized by the Company or the Selling Stockholders.  This Prospectus does
not constitute an offer of any securities other than the shares of Class A
Common Stock and Class B Common Stock to which it relates or an offer to any
person in any jurisdiction where such offer would be unlawful.  Neither the
delivery of this Prospectus nor any sales made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof.


                             AVAILABLE INFORMATION

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Seven World Trade Center, 13th Floor, New York, N.Y. 10048; and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material may also be obtained at prescribed rates from the
Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549.

         The Company has filed with the Commission registration statements
(herein together with all amendments and exhibits thereto called the
"Registration Statements") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Class A Common Stock and the Class B
Common Stock offered hereby.  This Prospectus does not contain all of the
information set forth in the Registration Statements.  For further information
with respect to the Company, the Class A Common Stock and the Class B Common
Stock offered hereby, reference is made to the Registration Statements.
Statements contained in this Prospectus concerning the provisions of certain
documents are not necessarily complete and, in each instance, reference is made
to the copy of such document filed as an exhibit to the Registration
Statements, each statement being qualified in all respects by such reference.
Copies of all or any part of the Registration Statements, including exhibits
thereto, may be obtained, upon payment of the prescribed fees, at the offices
of the Commission as set forth above.





                                       2
<PAGE>   5
               INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

         The following documents previously filed by the Company (Commission
File No. 0-14120) with the Commission under the Exchange Act are incorporated
in this Prospectus by reference:

         1.  The Company's Annual Report on Form 10-K for the fiscal year ended
             December 31, 1994;

         2.  The Company's Current Reports on Form 8-K dated January 24, 1995
             and April 19, 1995; and

         3.  The descriptions of the Company's Class A Common Stock and Class B
             Common Stock which are contained in the Registration Statements on
             Form 8-A filed by the Company to register such securities under
             Section 12 of the Exchange Act, File No.  0-14120, including any
             amendment or report filed for the purpose of updating such
             descriptions.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Prospectus and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this Prospectus and
to be a part hereof from the date of filing of such documents.  Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any statement so modified or superseded shall not
be deemed, except as modified or superseded, to constitute a part of this
Prospectus.

         The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon written or oral request, a copy of any
document incorporated herein by reference (other than exhibits to such document
which are not specifically incorporated by reference in such document).
Requests for such documents should be directed to: Investor Relations
Department, Advanta Corp., Five Horsham Business Center, P. O. Box 749,
Horsham, Pennsylvania 19044, telephone (215) 784-5335.


                                  THE COMPANY

         The Company is a highly focused direct marketer of select consumer
financial services.  The Company primarily originates and services credit cards
and mortgage loans.  Other businesses include small ticket equipment leasing,
credit insurance and deposit products.  Most of the Company's credit card
receivables, bank deposits and mortgage loan receivables are held by Colonial
National Bank USA ("Colonial National"), a nationally-chartered bank located in
Claymont, Delaware.  The Company acquired Colonial National in 1982.  At March
31, 1995, the Company's assets under management totaled approximately $9.8
billion.

         The Company was incorporated in Delaware in 1974 as Teachers Service
Organization, Inc., the successor to a business originally founded in 1951.  In
January 1988, the Company's name was changed from TSO Financial Corp. to
Advanta Corp.  The Company's principal executive office is located at
Brandywine Corporate Center, 650 Naamans Road, Claymont, Delaware 19703.  Its
principal operating offices are located at Five Horsham Business Center, 300
Welsh Road, Horsham, Pennsylvania 19044.  The Company's telephone numbers at
its principal executive and operating offices are, respectively, (302) 791-4400
and (215) 657-4000.  References to the Company in this Prospectus include its
consolidated subsidiaries unless the context otherwise requires.



                                       3
<PAGE>   6

                           INVESTMENT CONSIDERATIONS

         In addition to the other information in this Prospectus, investors
should carefully consider the following factors, among others, in connection
with an investment in the Class A Common Stock or the Class B Common Stock:

         LIMITED AVAILABILITY OF BANK AND INSURANCE COMPANY ASSETS; IMPACT ON
LIQUIDITY. Banking regulations limit the amount of dividends that a bank may
pay.  Further, because of regulatory considerations, Colonial National does not
intend to make loans to the Company.  In addition, Arizona insurance
regulations restrict the amount of dividends which an insurance company may
distribute without the prior consent of the Director of Insurance.

         The limited availability to the Company of dividends from Colonial
National and the Company's insurance subsidiaries affects the Company's
liquidity.  For the reasons described above, dividends from Colonial National
and the Company's insurance subsidiaries are not expected, for the foreseeable
future, to be the Company's major source of liquidity in satisfying its
obligations to creditors or in providing a source of dividend payments to
stockholders.  The Company currently depends on the public sale of debt
securities as its primary source of liquidity at the holding company level.

         RISKS ASSOCIATED WITH MAINTAINING PORTFOLIOS OF CREDIT CARD
RECEIVABLES AND MORTGAGE LOANS.  There are certain risks associated with
maintaining portfolios of credit card receivables and mortgage loans.  The
primary risks involve the possibility of future economic downturns causing an
increase in credit losses, and interest rate fluctuations.  These risks are
inherent to every lender.  The Company believes its credit loss experience is
generally comparable to or better than industry averages.  With respect to
interest rate fluctuations, the Company pursues a disciplined interest rate
risk management, which includes computer simulations of various scenarios, that
it believes will enable it to readily adjust to most market variations.

         REGULATION.   The banking and finance businesses in general are the
subject of extensive regulation at both the state and federal levels.  Numerous
legislative and regulatory proposals are advanced each year which, if adopted,
could adversely affect the Company's profitability or the manner in which the
Company conducts its activities.  In addition, the outcome of pending
litigation against other credit card issuers concerning the legality of certain
credit card fees and charges may adversely impact the Company's business.

         COMPETITION.  As a marketer of credit products, the Company faces
intense competition from numerous providers of financial services.  Although
the Company believes it is generally competitive, there can be no assurance
that its ability to market its services successfully or to obtain adequate
yields on its loans will not be affected by the nature of the competition that
now exists or may develop.  For example, competition in the credit card
industry is increasing as large corporate enterprises such as AT&T, General
Motors Corp., General Electric Co. and Ford Motor Co. have  entered the market,
and other large nonbank organizations are expected to enter the market as well.
The Company cannot assess the aggregate effect of these competitors upon the
Company's future credit card business.

         In seeking investment funds from the public, the Company faces
competition from banks, savings institutions, money market funds, credit unions
and a wide variety of private and public entities that sell debt securities,
some of which are publicly traded.  Many of the competitors are larger and have
more capital and other resources than the Company.  There can be no assurance
that competition from these other borrowers will not increase the Company's
cost of funds.

                                       4
<PAGE>   7
         PRICE DIFFERENTIAL BETWEEN CLASSES OF COMMON STOCK.  Since adoption of
an amendment to the Company's Certificate of Incorporation in 1992, the Company
has had two classes of common stock. Class A Common Stock has voting rights,
while Class B Common Stock, although carrying certain rights and privileges
lacking in the Class A Common Stock, is non-voting.  See "Description of
Capital Stock - Class A Common Stock and Class B Common Stock".  Since the dual
class structure was established, the Class A Common Stock and the Class B
Common Stock generally have traded at disparate market prices.  This
differential has been as much as $8.50.  There can be no assurance that the
price differential between the Class A Common Stock and the Class B Common
Stock will be reduced or eliminated or as to the extent or continuation of any
such price differential in the future.





                                       5
<PAGE>   8
                              SELLING STOCKHOLDERS

         The following tables set forth certain information regarding ownership
of the Company's Class A Common Stock and Class B Common Stock by each Selling
Stockholder as of May 1, 1995 and as adjusted to reflect the sale of shares of
the Class A Common Stock and the Class B Common Stock offered pursuant to this
Prospectus:

                              CLASS A COMMON STOCK
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                  Number of
                                        Ownership                  Shares                 Ownership
                                    Prior to Offering (1)      to be Resold (2)        After Offering
                                    -----------------          ------------            --------------
                                                                                  Number of        % of
                                    Number of Shares                               Shares         Class
                                    ----------------                               ------         -----
 Name
 ----
 <S>                                     <C>                       <C>             <C>            <C>      
 Dennis Alter, Chief Executive           4,943,856                  70,340         4,873,516      28.0%    
      Officer and Director (3)                                                                             
 Richard A. Greenawalt                     861,016                 651,161           209,855      1.17%    
      President, Chief Operating                                                                                                 
      Officer and Director (4)                                                                             
 Alex W. "Pete" Hart,                            0                       0                 0          *    
      Executive Vice Chairman                                                                              
      and Director(5)                                                                                      
 David D. Wesselink,                             0                       0                 0          *    
      Senior Vice President                                                                                
      and Chief Financial                                                                                  
      Officer (6)                                                                                          
 Warren W. Kantor,                          49,421                  42,900             6,521          *    
      Director (7)                                                                                         
 Arthur P. Bellis,                          85,478                  46,958            38,520          *    
      Director (8)                                                                                         
 Max Botel,                                 19,612                  12,900             6,712          *    
      Director (9)                                                                                         
 Richard J. Braemer,                        75,190                  43,170            32,020          *    
      Director (10)                                                                                        
 Anthony P. Brenner,                         2,250                       0             2,250          *    
      Director (11)                                                                                        
 William C. Dunkelberg,                      4,650                   3,000             1,650          *    
      Director (12)                                                                                        
 Ronald J. Naples,                             750                       0               750          *    
      Director (13)                                                                                        
 Phillip A. Turberg,                        43,886                  25,136            18,750          *    
      Director (14)                                         
- ------------------                     
</TABLE>
* Less than 1%.



                                       6
<PAGE>   9
                             CLASS B COMMON STOCK
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                           Number of
                                     Ownership               Shares                       Ownership
                                 Prior to Offering (1)    to be Resold (2)              After Offering
                                 -----------------        ------------                 ----------------
                                                                                  Number of        % of        
                                                                                  ---------        ----        
                                 Number of Shares                                  Shares          Class       
                                 ----------------                                  ------          -----       
 Name                                                                                                  
 ----
 <S>                                      <C>                  <C>                  <C>             <C>   
 Dennis Alter, Chief Executive            3,062,731            473,877              2,588,854       10.8% 
      Officer and Director (3)                                                                            
 Richard A. Greenawalt                      818,526            739,523                 79,003           * 
      President, Chief Operating                                                                          
      Officer and Director (4)                                                                            
 Alex W. "Pete" Hart,                       449,560            426,730                 22,830           * 
      Executive Vice Chairman                                                                             
      and Director(5)                                                                                     
 David D. Wesselink,                         93,345             93,345                      0           * 
      Senior Vice President                                                                               
      and Chief Financial                                                                                 
      Officer (6)                                                                                         
 Warren W. Kantor,                          278,096            130,958                147,138           * 
      Director (7)                                                                                        
 Arthur P. Bellis,                          146,478             82,958                 63,520           * 
      Director (8)                                                                                        
 Max Botel,                                  67,912             48,900                 19,012           * 
      Director (9)                                                                                        
 Richard J. Braemer,                        103,690             79,170                 24,520           * 
      Director (10)                                                                                       
 Anthony P. Brenner,                         45,750             42,000                  3,750           * 
      Director (11)                                                                                       
 William C. Dunkelberg,                      39,950             38,000                  1,950           * 
      Director (12)                                                                                       
 Ronald J. Naples,                           42,750             42,000                    750           * 
      Director (13)                                                                                       
 Phillip A. Turberg,                         82,886             43,500                 39,386           * 
      Director (14)                                                            
</TABLE>

- ------------------
         *       Less than 1%.



                                       7
<PAGE>   10
(1)      Ownership prior to offering includes all currently outstanding
options, whether presently exercisable or to become exercisable from time to
time in the future.  In accordance with Rule 13(d)-3(d) promulgated under the
Exchange Act, each Selling Stockholder disclaims beneficial ownership of all
shares which such Selling Stockholder does not have the right to acquire within
60 days of May 1, 1995.

(2)      Assumes the exercise of all currently outstanding options, including
those options that will become exercisable in the future.  Shares of Class A
Common Stock to be resold include: 273,736 shares under the Company's Stock
Option Plan, as amended; 74,147 shares under the Advanta Management Incentive
Plan With Stock Election; 162,369 shares under the Advanta Management Incentive
Plan With Stock Election II; 20,814 shares under the Company's Employee Stock
Purchase Plan; and 364,500 shares under directors' non-qualified stock options
granted pursuant to written agreements.

         Shares of Class B Common Stock to be resold include: 229,674 shares
under the Company's Stock Option Plan, as amended; 988,500 shares under the
Company's 1992 Stock Option Plan; 24,717 shares under the Advanta Management
Incentive Plan With Stock Election; 162,369 shares under the Advanta Management
Incentive Plan With Stock Election II; 103,587 shares under the Advanta
Management Incentive Plan With Stock Election III; 85,290 shares under the
Advanta Management Incentive Plan With Stock Election IV; 19,825 shares under
the Company's Employee Stock Purchase Plan; and 427,000 shares under directors'
non-qualified stock options granted pursuant to written agreements;  and
200,000 shares under the Restricted Stock Bonus pursuant to a written
agreement.

(3)      Ownership includes the following: (i) 243,750 shares of Class B Common
Stock subject to outstanding options that are currently exercisable; (ii)
93,750 shares of Class B Common Stock subject to outstanding options that will
become exercisable from time to time after June 29, 1995;  (iii) 999,462 shares
of Class A Common Stock owned by a trust, the beneficiary of which is Linda
Ominsky, the sister of Dennis Alter, and pursuant to which Mr. Alter is sole
trustee; (iv) 150,000 shares of Class A Common Stock and 75,000 shares of Class
B Common Stock owned by Dennis Alter's wife; (v) 168,824 shares of Class A
Common Stock and 172,194 shares of Class B Common Stock owned by several trusts
established by Mr. Alter for the benefit of his minor children, for which
trusts Mrs. Alter serves as trustee; (vi) 150,000 shares of both  Class A
Common Stock and Class B Common Stock held by a charitable foundation
established by Mr. Alter, as to which Mr. Alter shares voting and investment
powers; and (vii) 75,000 shares of Class A Common Stock and 22,600 shares of
Class B Common Stock held by a trust established by Mr. Alter, through which he
has made certain charitable gifts of shares and as to which Mr. Alter has sole
voting and investment powers.  Mr. Alter disclaims beneficial ownership of all
shares referenced in clauses (iii), (iv), (v), (vi) and (vii) above.

         Ownership does not include 1,010 shares of the Company's Class A
Preferred Stock, 499,465 shares of both Class A Common Stock and Class B Common
Stock owned by J.R. Alter, the father of Dennis Alter, and 75,000 shares of
both Class A Common Stock and Class B Common Stock owned by Helen Alter, the
mother of Dennis Alter, as to all of which shares Dennis Alter disclaims
beneficial ownership.

(4)      Ownership includes the following: (i) 514,500 shares of Class A Common
Stock and 547,396 shares of Class B Common Stock subject to outstanding options
that are currently exercisable; (ii) 48,750 shares of Class B Common Stock
subject to outstanding options that will become exercisable from time to time
after June 29, 1995; (iii) 86,850 shares of Class A Common Stock and 77,850
shares of Class B





                                       8
<PAGE>   11
Common Stock owned by Mr. Greenawalt's wife;  (iv) 12,000 shares of  Class A
Common Stock and 12,670 shares of Class B Common Stock held by Mr. Greenawalt
as custodian for his children; (v) 41,192 shares of Class A Common Stock owned
by two trusts established for the benefit of Mr. Greenawalt's two children, for
which trusts Mrs. Greenawalt serves as trustee; and  (vi) 55,500 shares of
Class A Common Stock owned by two other trusts established for the benefit of
Mr. Greenawalt's two children.  Mr. Greenawalt disclaims beneficial ownership
of all shares referenced in clauses (iii), (iv), (v) and (vi) above.

(5)      Ownership includes:  25,000 shares of Class B Common Stock subject to
outstanding options that are currently exercisable; and (ii) 175,000 shares of
Class B Common Stock subject to currently outstanding options that will become
exercisable from time to time after June 29, 1995.

(6)      Ownership includes:  (i) 12,500 shares of Class B Common Stock subject
to outstanding options that are currently exercisable;  and (ii) 57,500 shares
of Class B Common Stock subject to currently outstanding options that will
become exercisable from time to time after June 29, 1995.

(7)      Ownership includes: (i) 25,983 shares of Class B Common Stock subject
to outstanding options that are currently exercisable;  and (ii) 48,017 shares
of Class B Common Stock subject to outstanding options that will become
exercisable from time to time after June 29, 1995.

(8)      Ownership includes: (i) 12,900 shares of Class A Common Stock and
21,000 shares of Class B Common Stock subject to outstanding options that are
currently exercisable; and (ii) 27,900 shares of Class B Common Stock subject
to currently outstanding options that will become exercisable from time to time
after June 29, 1995.

(9)      Ownership includes: (i) 12,900 shares of Class A Common Stock and
26,400 shares of Class B Common Stock subject to outstanding options that are
currently exercisable; (ii) 22,500 shares of Class B Common Stock subject to
currently outstanding options that will become exercisable from time to time
after June 29, 1995; (iii) 1,500 shares of Class B Common Stock owned by Mr.
Botel's son; and (iv) 1,500 shares of Class B Common Stock owned by Mr. Botel's
daughter.  Mr. Botel disclaims beneficial ownership of all shares referenced in
clauses (iii) and (iv) above.

(10)     Ownership includes: (i) 43,170 shares of Class A Common Stock and
56,670 shares of Class B Common Stock subject to outstanding options that are
currently exercisable; and (ii) 13,500 shares of Class B Common Stock subject
to currently outstanding options that will become exercisable from time to time
after June 29, 1995.

(11)     Ownership includes: (i) 18,000 shares of Class B Common Stock subject
to outstanding options that are currently exercisable; and (ii) 15,000 shares
of Class B Common Stock subject to currently outstanding options that will
become exercisable from time to time after June 29, 1995.

(12)     Ownership includes: (i) 3,000 shares of Class A Common Stock and
17,500 shares of Class B Common Stock subject to outstanding options that are
currently exercisable;  (ii) 20,500 shares of Class B Common Stock subject to
currently outstanding options that will become exercisable from time to time
after June 29, 1995;  and (iii) 150 shares of both Class A Common Stock and
Class B Common Stock held by Mr. Dunkelberg as custodian for his daughter.  Mr.
Dunkelberg disclaims beneficial ownership of all shares referenced in clause
(iii) above.

(13)     Ownership includes: (i) 14,250 shares of Class B Common Stock subject
to outstanding options that are currently exercisable; and (ii) 28,500 shares
of Class B Common Stock subject to outstanding options that will become
exercisable from time to time after June 29, 1995.


                                       9
<PAGE>   12
(14)     Ownership includes: (1) 7,500 shares of Class A Common Stock and
21,000 shares of Class B Common Stock subject to outstanding options that are
currently exercisable;  (ii) 22,500 shares of Class B Common Stock subject to
outstanding options that will become exercisable from time to time after June
29, 1995;  and (iii) 1,500 shares of both Class A Common Stock and Class B
Common Stock owned by Mr. Turberg's wife.  Mr. Turberg disclaims beneficial
ownership of all shares referenced in clause (iii) above.





                                       10
<PAGE>   13
                              PLAN OF DISTRIBUTION

         The Selling Stockholders presently intend that any sales of the shares
covered by this Prospectus will be effected at the then market price, to or
through registered brokers and/or dealers, including dealers making a market in
the Company's Class A Common Stock and/or Class B Common Stock.  Although no
agreements, arrangements or understandings are in place regarding any such
sales, and the brokers or dealers to or through whom such sales may be made
have not been identified, the Selling Stockholders anticipate that they will
pay normal broker's commissions on any such sales effected through brokers, and
will receive the normal dealer's market price for any such shares sold to
dealers.  Such brokers or dealers and any other participating brokers or
dealers may be deemed to be "underwriters" within the meaning of the Securities
Act in connection with such sales and their commissions or discounts and other
compensation may be regarded as underwriters' compensation.

         Upon the Company being notified by a Selling Stockholder that any
material arrangement has been entered into with any broker or dealer for
purchase by such broker or dealer, a supplemental prospectus will be filed with
the Commission, if required, pursuant to Rule 424(b) under the Securities Act,
disclosing: (i) the name of each such Selling Stockholder and of the
participating broker or dealer; (ii) the number of shares of Class A Common
Stock and/or Class B Common Stock involved; (iii) the price at which such
shares were sold; (iv) the commissions paid or discounts or concessions allowed
to such broker or dealer, where applicable; (v) that such broker or dealer did
not conduct any investigation to verify the information set out or incorporated
by reference in this Prospectus; and (vi) other facts material to the
transaction.

         The Selling Stockholders will pay all applicable stock transfer taxes
and brokerage commissions, discounts, fees and expenses.  The Company has or
will bear the expenses of the registration of the shares with the Commission,
including filing and registration fees and the Company's accounting and legal
fees in connection therewith.


                          DESCRIPTION OF CAPITAL STOCK

CLASS A COMMON STOCK AND CLASS B COMMON STOCK

         Voting.  The authorized capital of the Company includes 200,000,000
shares of Class A Common Stock, par value $.01 per share, of which 17,403,885
shares were outstanding on May 1, 1995.  All outstanding shares are fully paid
and non-assessable.  The holders of the Company's Class A Common Stock are
entitled to one vote per share; to receive such dividends, in conjunction with
dividends to holders of the Company's Class B Common Stock, as legally may be
declared by the Board of Directors, after dividends are paid to holders of
preferred stock as described below; and upon liquidation, to receive any net
assets of the Company after the liquidation rights of all holders of preferred
stock, if any, have been satisfied.  There are no preemptive, conversion,
cumulative voting, or redemption rights applicable to the Class A Common Stock.

         The authorized capital of the Company includes 200,000,000 shares of
Class B Common Stock, par value $.01 per share, of which  23,369,981 shares
were outstanding on May 1, 1995.  All outstanding shares are fully paid and
non-assessable.  The holders of the Company's Class B Common Stock are entitled
to the same rights as the holders of the Company's Class A Common Stock, except
that the holders of Class B Common Stock may not vote (i) in the election of
directors, (ii) on an amendment to the Company's Certificate of Incorporation
(including an amendment to increase the authorized shares of Class B Common
Stock), (iii) on a proposed merger or consolidation, (iv) on a proposed
dissolution of


                                       11
<PAGE>   14
the Company, or (v) on any other matter except to the extent described below or
as required under the General Corporation Law of the State of Delaware.
Holders of Class B Common Stock are entitled to vote on proposals to change the
par value of the Class B Common Stock or to alter or change the powers,
preferences or special rights of the shares of Class B Common Stock, including
the dividend and Class B protection features described below, which proposals
may affect them adversely.  Holders of the Class B Common Stock are also
entitled to the additional rights described in the following subsections.

         Dividends and Other Distributions.  Any cash dividend with respect to
either Class A Common Stock or Class B Common Stock, must be accompanied by a
dividend on the other class of common stock.  The Board of Directors may,
however, in its discretion, declare a dividend per share with respect to the
Class B Common Stock which is up to 20% higher (but under no circumstances
lower) than the dividend declared with respect to the Class A Common Stock.  In
all other respects the dividends and other distributions, including the per
share consideration in the event of a merger or consolidation, with respect to
Class A Common Stock and Class B Common Stock are equal, except that dividends
or other distributions payable in shares of common stock may be made only as
follows: (i) in shares of Class B Common Stock to the holders of both Class A
Common Stock and Class B Common Stock; (ii) in shares of Class A Common Stock
to the holders of Class A Common Stock and in shares of Class B Common Stock to
the holders of Class B Common Stock; or (iii) in any other authorized class or
series of capital stock to the holders of both classes of common stock.
Neither the Class A Common Stock nor the Class B Common Stock may be split,
subdivided or combined unless the other is proportionately split, subdivided or
combined.

         Although it is the present intention of the Board to maintain a higher
dividend on the Class B Common Stock, the Board of Directors is not required to
declare a higher dividend on the Class B Common Stock and the amount of future
dividends, if any, on each class of common stock will depend on circumstances
existing at the time, including the sufficiency of funds legally available for
the payment of dividends.

         Class B Protection.  Because of the existence of the two classes of
common stock, one class with voting rights and the other with non-voting
rights, voting rights disproportionate to equity ownership could be acquired
through acquisitions of Class A Common Stock.  The Board of Directors was
advised that, while either class of common stock might trade at a premium
relative to the other, the non-voting or lesser-voting common stocks of public
companies with dual class capital structures frequently trade at a discount
from the full voting common stocks of such companies.  The Company therefore
adopted the "Class B Protection" features described below as a means of helping
to reduce or eliminate the economic reasons for the Class A Common Stock and
Class B Common Stock to trade at disparate market prices, and to give holders
of Class B Common Stock the opportunity to participate in any premium paid in
the future for a significant block (10% or more) of the Class A Common Stock by
a buyer who has not acquired a proportionate share of the Class B Common Stock.
Although the Company adopted the "Class B Protection" features and has paid a
higher dividend on the Class B Common Stock in an attempt to minimize any price
differential between the classes of common stock, in fact the Class A Common
Stock and the Class B Common Stock generally have traded at disparate market
prices.  On May 8, l995 the last reported sale price on the NASDAQ-National
Market System for the Class A Common Stock was $35.50 per share and the last
reported sale price on the NASDAQ-National Market System for the Class B Common
Stock was $33.25 per share.  During the period in which the two classes of
common stock have existed, this differential has been as much as $8.50.  The
Company adopted the division of the common stock into two classes with the
expressed expectation that the Company generally would issue shares of Class B
Common Stock rather than Class A Common Stock in the future to raise equity, to
finance acquisitions or pursuant to incentive compensation plans, even if the
market price per share of the




                                       12
<PAGE>   15
Class B Common Stock was lower at the relevant time than the market price per
share of Class A Common Stock.  There can be no assurance that the price
differential between the Class A Common Stock and the Class B Common Stock will
be reduced or eliminated or as to the extent or continuation of any such price
differential in the future.

         If after April 24, 1992, the effective date of the Certificate of
Amendment to the Company's Restated Certificate of Incorporation, any person or
group acquires (other than upon issuance or sale by the Company, by operation
of law, by will or the laws of descent and distribution, by gift, or by
foreclosure of a bona fide loan) beneficial ownership of shares of Class A
Common Stock constituting 10% or more of the then issued and outstanding shares
of Class A Common Stock (any person or group making such acquisition being
defined as a "Significant Stockholder"), and such person or group does not then
own shares of Class B Common Stock constituting an equal or greater percentage
of all then issued and outstanding shares of Class B Common Stock, such
Significant Stockholder must, within a 90-day period beginning the day after
becoming a Significant Stockholder, commence a public tender offer to acquire
additional shares of Class B Common Stock (a "Class B Protection Transaction").
For purposes of this provision, the terms "beneficial ownership" and "group"
have the same meanings as used in Regulation 13D promulgated under the Exchange
Act.  The Class B Protection feature does not change the ability of Dennis
Alter or any member of his family or other management stockholder to transfer a
significant voting interest in the Company to another person or group by the
sale of their voting shares to such person or group.  However, such person or
group may also be required to purchase a proportionate amount of Class B Common
Stock either concurrently from such stockholder or other persons or pursuant to
a Class B Protection Transaction, as described below.

         In a Class B Protection Transaction, the Significant Stockholder must
offer to acquire from the holders of the Class B Common Stock that number of
additional shares of  Class B Common Stock (the "Additional Shares") determined
by (i) multiplying the percentage of issued and outstanding shares of Class A
Common Stock beneficially owned by such Significant Stockholder which were
acquired after April 24, 1992 by the total number of shares of Class B Common
Stock outstanding on the date such person or group became a Significant
Stockholder, and (ii) subtracting therefrom the total number of shares of Class
B Common Stock beneficially owned by such Significant Stockholder on such date
which were acquired after the initial distribution of Class B Common Stock to
stockholders on May 5, 1992 pursuant to the Certificate of Amendment to the
Company's Restated Certificate of Incorporation (including shares acquired on
such date at or prior to the time such person or group became a Significant
Stockholder).  The Significant Stockholder must acquire all shares validly
tendered or, if the number of shares tendered exceeds the number determined
pursuant to such formula, a pro rata amount from each tendering holder.

         The offer price for any shares of Class B Common Stock required to be
purchased by the Significant Stockholder pursuant to a Class B Protection
Transaction is the greater of (i) the highest price per share paid by the
Significant Stockholder for any share of Class A Common Stock in the six-month
period ending on the date such person or group became a Significant Stockholder
or (ii) the highest price of a share of Class A Common Stock or Class B Common
Stock (whichever is higher) as reported on the NASDAQ-National Market System
(or such other quotation system or securities exchange constituting the
principal trading market for either class of common stock) on the date such
person or group became a Significant Stockholder.

         A Class B Protection Transaction is also required each time a
Significant Stockholder acquires an additional 10% of the then issued and
outstanding Class A Common Stock (other than upon issuance or sale by the
Company, by operation of law, by will or the laws of descent and distribution,
by gift, or by foreclosure of a bona fide loan) after the last acquisition by
such person or group which triggered the requirement for a Class B Protection
Transaction, if such Significant Stockholder does not then


                                       13
<PAGE>   16
beneficially own shares of Class B Common Stock acquired after the initial
distribution of Class B Common Stock to stockholders on May 5, 1992
constituting an equal or greater percentage of all then issued and outstanding
shares of Class B Common Stock. Such Significant Stockholder would be required
to offer to buy that number of Additional Shares prescribed by the formula set
forth above, even if a previous Class B Protection Transaction resulted in
fewer shares of Class B Common Stock being tendered than such previous offer
included.

         The requirement to engage in a Class B Protection Transaction is
satisfied by making the requisite offer and purchasing validly tendered shares,
even if the number of shares tendered is less than the number of shares
included in the required offer.  The penalty applicable to any Significant
Stockholder that fails to make the required offer, or to purchase shares
validly tendered (after proration, if any), is to automatically suspend the
voting rights of the shares of Class A Common Stock owned by such Significant
Stockholder until consummation of an offer as required or until divestiture of
the shares of Class A Common Stock that triggered the offer requirement.  To
the extent that the voting power of any shares of Class A Common Stock is so
suspended, such shares will not be included in the determination of aggregate
voting shares for any purpose.  Neither the Class B Protection Transaction
requirement nor the related penalty applies to any increase in percentage
ownership of Class A Common Stock resulting solely from a change in the total
amount of Class A Common Stock outstanding.

         The Class B Protection provision does not prevent any person or group
from acquiring a significant or controlling interest in the Company, provided
such person or group acquires a proportionate percentage of the Class B Common
Stock.  If a Class B Protection Transaction is prescribed, the purchase price
required to be paid in such offer may be higher than the price at which a
Significant Stockholder might otherwise be able to acquire an identical amount
of Class B Common Stock.  Such requirement, therefore, could make an
acquisition of a significant or controlling interest in the Company more
expensive and, if a Class B Protection Transaction is required, more time
consuming, than if such requirement did not exist.  Consequently, a person or
group might be deterred from acquiring a significant or controlling interest in
the Company as a result of such requirement.  Moreover, by restricting the
ability of an acquiror to acquire a significant interest in the Class A Common
Stock by paying a "control premium" for such stock without acquiring, or paying
a similar premium for, Class B Common Stock, the Class B Protection provision
should reduce or eliminate the economic reasons for the Class A Common Stock
and Class B Common Stock to trade at disparate market prices.

         Convertibility.  Except as described below, neither the Class A Common
Stock nor the Class B Common Stock is convertible into another class of common
stock or any other security of the Company.

         The Class B Common Stock could be converted into Class A Common Stock
on a share-for-share basis by resolution of the Board of Directors if, as a
result of the existence of the Class B Common Stock, the Class A Common Stock
or the Class B Common Stock or both become excluded from quotation on the
NASDAQ-National Market System, or, if such shares are then listed on a national
securities exchange, from trading on the principal national securities exchange
on which the shares are then traded.

         In addition, if at any time, as a result of additional issuances by
the Company of Class B Common Stock, repurchases by the Company of Class A
Common Stock or a combination of such issuances and repurchases, the number of
outstanding shares of Class A Common Stock as reflected on the stock transfer
books of the Company falls below 10% of the aggregate number of outstanding
shares of Class A Common Stock and Class B Common Stock, then, immediately upon
the occurrence of such event, all the outstanding shares of Class B Common
Stock will be automatically converted into shares of Class A Common Stock, on a
share-for-share basis.  For purposes of the immediately preceding sentence,



                                       14
<PAGE>   17
any shares of Class A Common Stock or Class B Common Stock repurchased by the
Company will no longer be deemed "outstanding" from and after the date of
repurchase.  The Company has no present intention to repurchase any shares of
its common stock.  In view of the absence of a present intention by the Company
to purchase any shares of common stock and the substantial number of shares of
Class B Common Stock that would be required to be issued to reach the 10%
threshold, the Company believes it unlikely that this provision will be
triggered in the foreseeable future.

CLASS A PREFERRED STOCK

         The authorized capital stock of the Company includes 1,010 shares of
Class A Preferred Stock, par value $1,000 per share.  All of such shares are
held by J. R. Alter, the Company's founder.  The Class A Preferred Stock is
entitled to one-half of a vote per share on all matters on which stockholders
are entitled to vote.  No dividends may be declared or paid on the Company's
outstanding common stock unless and until non-cumulative dividends of $140 per
share, payable as and when declared, which are required to be paid on the Class
A Preferred Stock for the applicable year (a total of $141,400) have been paid.
The holder of the Class A Preferred Stock is not otherwise entitled to
participate in the earnings or profits of the Company.  Upon the liquidation of
the Company, the holder of the Class A Preferred Stock is entitled to receive
$1,000 per share ($1,010,000 in the aggregate) before any distributions are
made to the holders of the Company's common stock.

CLASS B PREFERRED STOCK

         The authorized capital of the Company also includes 1,000,000 shares
of Class B Preferred Stock, par value $.01 per share, none of which is
currently outstanding.  The Company has no present plans to issue any shares of
such stock.  Class B Preferred Stock may be issued pursuant to resolutions of
the Company's Board of Directors from time to time without any action of the
stockholders.  Such resolutions may authorize issuances in one or more series,
and may fix and determine dividend and liquidation preferences, voting rights,
conversion privileges, redemption terms, and other privileges and rights of the
shares of each series so authorized.

CERTAIN PROVISIONS IN THE CERTIFICATE OF INCORPORATION

         The Company's Certificate of Incorporation, as amended, contains
certain provisions which may be deemed to be "anti-takeover" in nature in that
such provisions may deter, discourage or make more difficult the assumption of
control of the Company by another entity or person through a tender offer,
merger, proxy contest or other transaction or series of transactions.

         One of these provisions is the authorization of 1,000,000 shares of
Class B Preferred Stock which the Board of Directors of the Company may issue
without stockholder approval for any proper corporate purpose. There are
currently no plans or arrangements for the issuance of such shares.

         The Company's Certificate of Incorporation, as amended, does not
provide for cumulative voting by stockholders.  This means that a significant
minority stockholder would not necessarily be able to elect one or more
designees to the Company's Board of Directors.

         The Company's Certificate of Incorporation, as amended, also provides
that the members of the Board of Directors of the Company are classified in
three classes.  The term of each class runs for three years and expires at
successive annual meetings of stockholders.  Assuming the classes have a
relatively equal number of directors, it would take a minimum of two annual
meetings of stockholders to change the majority of the Board of Directors.



                                      15
<PAGE>   18
         The overall effect of the foregoing provisions may be to deter a
future takeover that a majority of the stockholders might view to be in their
best interests.  In addition, these provisions may make it more difficult to
remove incumbent management.


                                    EXPERTS

         The consolidated financial statements and schedules incorporated by
reference in this Prospectus and elsewhere in the Registration Statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are incorporated herein in
reliance upon the authority of said firm as experts in giving said reports.





                                       16
<PAGE>   19
          PART II:  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         As required by the Securities and Exchange Commission (the
"Commission"), the Company hereby incorporates by reference the following
documents which have been filed with the Commission:

         (a)     the Company's Annual Report on Form 10-K for the fiscal year
                 ended December 31, 1994;

         (b)     the Company's Current Reports on Form 8-K dated January 24,
                 1995 and April 19, 1995; and

         (c)     the descriptions of the Company's Class A Common Stock and
                 Class B Common Stock which are contained in the Registration
                 Statement on Form 8-A filed by the Company to register such
                 securities under Section 12 of the Exchange Act, File No.
                 0-14120, including any amendment or report filed for the
                 purpose of updating such descriptions.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
Post-Effective Amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and to be a part
hereof from the date of filing of such documents.  Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to the extent that a
statement contained herein or any subsequently field document which is deemed
to be incorporated by reference herein modified or supersedes such document.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part hereof.

Item 4.  Not Applicable.

Item 5.  Not Applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         Section 145 of the Delaware General Corporation Law provides, inter
alia, that under specified circumstances a corporation shall have the power to
indemnify any person who is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, against expenses, attorneys' fees, judgments, fines and
settlements.  The By-Laws of the Company provide that the Company shall
indemnify any director, officer, employee or agent of the Company to the
fullest extent now or hereafter permitting by law in connection with any such
action, suit or proceeding.  The By-Laws further provide that the Board of
Directors of the Company may, by resolution, indemnify any person other than a
director, officer, employee or agent of the Company for liabilities incurred in
connection with services rendered for or at the request of the Company or its
subsidiaries.  In addition, consistent with Section 102 of the Delaware General
Corporation Law, the Company's Certificate of Incorporation limits the personal
liability of the Company's directors to the Company or its stockholders for
monetary damages for certain breaches of fiduciary duty.  The Registrant
maintains director and officer liability insurance which would provide coverage
against certain securities law liabilities.

Item 7.  Not Applicable.


                                      II-1
<PAGE>   20
ITEM 8.  EXHIBITS.

         4.1.    Restated Certificate of Incorporation of Registrant, as
                 amended (incorporated by reference to (incorporated by
                 reference to Exhibit 4.1 to the Pre-Effective Amendment No. 1
                 to the Registrant's Registration Statement on Form 
                 S-3 (File No. 33-53475), as filed with the Securities and
                 Exchange Commission on June 10, 1994).

         4.2.    By-Laws of Registrant, as amended (incorporated by reference
                 to Exhibit 3.11 to the Registrant's Current Report on Form 8-K
                 dated December 22, 1994, filed the same date).

         5.      Opinion of Gene S. Schneyer, Esquire (filed herewith).

         15.     Not applicable.

         23.1.   Consent of Arthur Andersen LLP (filed herewith).

         23.2.   Consent of Gene S. Schneyer, Vice President, Secretary and
                 General Counsel (included in Exhibit 5).

         24.     Powers of Attorney (included on signature page).

         27.     Not applicable.

         28.     Not applicable.

ITEM 9.  UNDERTAKINGS.

         (a)     The undersigned Registrant hereby undertakes:

                 (1)  To file, during any period in which offers or sales are
being made, a Post-Effective Amendment to this Registration Statement:

                          (i)  To include any prospectus required by Section
10(a)(3) of the Securities Act of l933;

                          (ii)  To reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement (or the
most recent Post-Effective Amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement;

                          (iii)  To include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement; provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in a
Post-Effective Amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.




                                     II-2
<PAGE>   21
                 (2)  That, for the purpose of determining any liability under
the Securities Act of 1933, each such Post-Effective Amendment shall be deemed
to be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                 (3)  To remove from registration by means of a Post-Effective
Amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b)     The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         (c)     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
processing) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.





                                      II-3
<PAGE>   22
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Horsham Township, Montgomery County, Commonwealth of
Pennsylvania, on May 9, 1995.

                              Advanta Corp.
                 
                 
                              By:  /s/ Richard A. Greenawalt
                                 ----------------------------------------
                                  Richard A. Greenawalt, President, Chief 
                                  Operating Officer and Director

                 
         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned does
hereby constitute and appoint Dennis Alter, Richard A.  Greenawalt, Warren W.
Kantor, John J. Calamari, and Gene S. Schneyer, or any of them (with full power
to each of them to act alone), his or her true and lawful attorney-in-fact and
agent, with full power of substitution, for him or her and on his or her behalf
to sign, execute and file this Registration Statement and any or all amendments
(including, without limitation, post-effective amendments and any amendment or
amendments increasing the amount of securities for which registration is being
sought) to this Registration Statement, with all exhibits and any and all
documents required to be filed with respect thereto, with the Securities and
Exchange Commission or any regulatory authority, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as he or she might or could do if personally present, hereby
ratifying and confirming all that such attorneys-in-fact and agents, or any of
them, or their substitute or substitutes, may lawfully do or cause to be done.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
         Signature                                                               Date
         ---------                                                               ----
<S>                                                                          <C>
/s/ Dennis Alter                                                             April 20, 1995                           
- ----------------------------------------------------                ----------------------------------
Dennis Alter
Chairman of the Board, Chief Executive
Officer and Director


/s/ Alex W.  Hart                                                            April 20, 1995           
- ---------------------------------------------------                 ----------------------------------
Alex W. Hart
Executive Vice Chairman and
Director



/s/ Richard A. Greenawalt                                                    April 20, 1995           
- ---------------------------------------------------                 ----------------------------------
Richard A. Greenawalt
President, Chief Operating
Officer and Director
</TABLE>
                                      II-4
<PAGE>   23


<TABLE>
<S>                                                                 <C>
/s/ David D. Wesselink                                              April 20, 1995            
- -------------------------------------------                 ----------------------------------
David D. Wesselink
Senior Vice President and Chief
Financial Officer


/s/ John J. Calamari                                                April 20, 1995            
- -------------------------------------------                 ----------------------------------
John J. Calamari
Vice President, Finance, and
Chief Accounting Officer


/s/ Arthur P. Bellis                                                April 20, 1995            
- -------------------------------------------                 ----------------------------------
Arthur P. Bellis, Director


/s/ Max Botel                                                       April 20, 1995            
- -------------------------------------------                 ----------------------------------
Max Botel, Director


/s/ Richard J. Braemer                                              April 20, 1995            
- -------------------------------------------                 ----------------------------------
Richard J. Braemer, Director


/s/ Anthony P. Brenner                                              April 20, 1995            
- -------------------------------------------                 ----------------------------------
Anthony P. Brenner, Director


/s/ William C. Dunkelberg                                           April 20, 1995           
- -------------------------------------------                 ----------------------------------
William C. Dunkelberg, Director


/s/ Robert C. Hall                                                  April 20, 1995           
- -------------------------------------------                 ----------------------------------
Robert C. Hall, Director


/s/ Warren W. Kantor                                                April 20, 1995            
- -------------------------------------------                 ----------------------------------
Warren W. Kantor, Director


/s/ Ronald J. Naples                                                April 20, 1995            
- -------------------------------------------                 ----------------------------------
Ronald J. Naples, Director


/s/ Phillip A. Turberg                                              April 20, 1995            
- -------------------------------------------                 ----------------------------------
Phillip A. Turberg, Director
</TABLE>



                                     II-5
<PAGE>   24
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
         Item
         ----
<S>      <C>                                              
4.1.     Restated Certificate of Incorporation of Registrant, as amended (incorporated by reference to 
         Exhibit 4.1 to the Pre-Effective Amendment No. 1 to the Registrant's Registration Statement on 
         Form S-3 (File No. 33-53475), as filed with the Securities and Exchange Commission on June 10, 1994).

4.2.     By-Laws of Registrant, as amended (incorporated by reference to Exhibit 3.11 to the 
         Registrant's Current Report on Form 8-K dated December 22, 1994, filed the same date).

5.       Opinion of Gene S. Schneyer, Esquire (filed herewith).

15.      Not applicable.

23.1.    Consent of Arthur Andersen LLP (filed herewith).

24.2.    Consent of Gene S. Schneyer, Vice President, Secretary and General Counsel
         (included in Exhibit 5).

24.      Powers of Attorney (included on signature page).

27.      Not applicable.

28.      Not applicable.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 ADVANTA CORP", "secsgml_size_bytes": 74357}]
{"company-data": {"conformed-name": "ADVANTA CORP", "cik": "0000096638", "assigned-sic": "6141", "irs-number": "231462070", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-59219", "film-number": "95536247"}, "business-address": {"street1": "650 NAAMANS RD", "street2": "BRANDYWINE CORPORATE CENTER", "city": "CLAYMONT", "state": "DE", "zip": "19703", "phone": "2156574000"}, "mail-address": {"street1": "BRANDYWINE CORPORATE CENTER", "street2": "650 NAAMANS ROAD", "city": "CLAYMONT", "state": "DE", "zip": "19703"}, "former-company": [{"former-conformed-name": "TSO FINANCIAL CORP", "date-changed": "19880306"}, {"former-conformed-name": "TEACHERS SERVICE ORGANIZATION INC", "date-changed": "19850812"}]}
1
 As Filed with the Securities and Exchange Commission, via the EDGAR system,
                                on May 10,1995

                                                         Registration No. 33-   
- -------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              ---------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                              ---------------------

                                ADVANTA CORP.
           --------------------------------------------------------
              (Exact name of issuer as specified in its charter)

        Delaware                                         23-1462070
- ------------------------                    ------------------------------------
(State of Incorporation)                    (I.R.S. Employer Identification No.)

Brandywine Corporate Center, 650 Naamans Road, Claymont Delaware    19703
- ----------------------------------------------------------------    -----
             (Address of Principal Executive Offices)             (Zip Code)

                            RESTRICTED STOCK BONUS 
                            ----------------------
                    GRANTED PURSUANT TO WRITTEN AGREEMENT
                    -------------------------------------
                           (Full title of the Plan)

                           Gene S. Schneyer, Esquire
                                Advanta Corp.
                         Five Horsham Business Center
                                300 Welsh Road
                              Horsham, PA 19044
                                (215) 657-4000
   -----------------------------------------------------------------------
          (Name, address and telephone number, including area code,
                            of agent for service)

                        CALCULATION OF REGISTRATION FEE
=====================================================================================================
  Title of            Amount to be     Proposed Maximum        Proposed Maximum          Amount of
  Securities to be    Registered(1)    Offering Price Per      Aggregate Offering        Registration
  Registered                           Share (2)               Price (2)                 Fee
  -----------------------------------------------------------------------------------------------------
Class B
  Common Stock,
  $.01 par value....  200,000            $33.25                $6,650,000                $2,293.00
  -----------------------------------------------------------------------------------------------------
(1)   Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement also covers such additional shares as may hereinafter be offered or
issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions effected without the receipt of consideration.

(2)   Determined in accordance with Rule 457(h) solely for the purpose of
calculating the Registration Fee, based upon the average of the high and low
prices of the Class B Common Stock as reported by the National Association of
Securities Dealers Automated Quotation ("NASDAQ") National Market System on May
8, 1995.
2
         Pursuant to Rule 429, the Prospectus included herein also relates to
each of the following Registration Statements:

(1)      No. 33-7615 relating to the Registrant's 1985 Incentive Stock Option
         Plan and 1985 Non-Qualified Stock Option Plan;

(2)      No. 33-12510 relating to the Registrant's 1985 Non-Qualified Stock
         Option Plan;

(3)      Nos. 33-19290 and 33-50256 relating to the Registrant's Stock Option
         Plan, as amended;

(4)      No. 33-57516 relating to the Registrant's 1992 Stock Option Plan;

(5)      Nos. 33-33350 and 33-50258 relating to the Registrant's Advanta
         Management Incentive Plan With Stock Election;

(6)      Nos. 33-39331 and 33-50254 relating to the Registrant's Advanta
         Management Incentive Plan With Stock Election II;

(7)      No. 33-55492 relating to the Registrant's Advanta Management Incentive
         Plan With Stock Election III;

(8)      No. 33-58029 relating to Registrant's Advanta Management Incentive
         Plan With Stock Election IV;

(9)      Nos. 33-31456 and 33-47305 relating to the Registrant's Employee Stock
         Purchase Plan; and

(10)     No. 33-53205 relating to the Directors' Non-Qualified Stock Options
         Granted Pursuant to Written Agreements.
3
                               REOFFER PROSPECTUS
                   Subject to Completion, Dated May 10, 1995

                                 ADVANTA CORP.

                     895,566 Shares of Class A Common Stock

                    2,240,962 Shares of Class B Common Stock

         The 895,566 shares of Class A Common Stock (par value $.01 per share)
and 2,240,962 shares of Class B Common Stock (par value $.01 per share) of
Advanta Corp. (the "Company") offered hereby will be sold by the individuals
named under "Selling Stockholders."  The Company will not receive any proceeds
from the sale of such shares.

         The shares offered hereby will be offered from time to time, by
registered securities brokers and/or dealers, as may be directed by the Selling
Stockholders or their representatives.  The Company's Class A Common Stock is
quoted on the NASDAQ National Market System under the symbol ADVNA.  The
Company's Class B Common Stock is quoted on the NASDAQ National Market System
under the symbol ADVNB.  On May 8, 1995, the last sale price of the Company's
Class A Common Stock was $35.50 per share and the last sale price of the
Company's Class B Common Stock was $33.25 per share, each as reported on the
NASDAQ National Market System.

         Investment in the shares involves material risks.  See "Investment
Considerations."

         The Selling Stockholders will bear all commissions, discounts and
other compensation paid to brokers or dealers in connection with the sale of
the shares.  Other offering expenses, estimated at $3,500, will be borne by the
Company.  See "Plan of Distribution."

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
         SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON
         THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO
         THE CONTRARY IS A CRIMINAL OFFENSE.

                 The Date of this Prospectus is May     , 1995.

                                       1
4
                               TABLE OF CONTENTS
Page
                                                                                              ----
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            2
Incorporation of Certain Information by Reference . . . . . . . . . . . . . . . . .            3
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            3
Investment Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            4
Selling Stockholders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            6
Plan of Distribution  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           11
Description of Capital Stock  . . . . . . . . . . . . . . . . . . . . . . . . . . .           11
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           16
No person is authorized to give any information or to make any
representation not contained in this Prospectus, and any information or
representation not contained herein must not be relied upon as having been
authorized by the Company or the Selling Stockholders.  This Prospectus does
not constitute an offer of any securities other than the shares of Class A
Common Stock and Class B Common Stock to which it relates or an offer to any
person in any jurisdiction where such offer would be unlawful.  Neither the
delivery of this Prospectus nor any sales made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof.

                             AVAILABLE INFORMATION

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Seven World Trade Center, 13th Floor, New York, N.Y. 10048; and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material may also be obtained at prescribed rates from the
Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549.

         The Company has filed with the Commission registration statements
(herein together with all amendments and exhibits thereto called the
"Registration Statements") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Class A Common Stock and the Class B
Common Stock offered hereby.  This Prospectus does not contain all of the
information set forth in the Registration Statements.  For further information
with respect to the Company, the Class A Common Stock and the Class B Common
Stock offered hereby, reference is made to the Registration Statements.
Statements contained in this Prospectus concerning the provisions of certain
documents are not necessarily complete and, in each instance, reference is made
to the copy of such document filed as an exhibit to the Registration
Statements, each statement being qualified in all respects by such reference.
Copies of all or any part of the Registration Statements, including exhibits
thereto, may be obtained, upon payment of the prescribed fees, at the offices
of the Commission as set forth above.

                                       2
5
               INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

         The following documents previously filed by the Company (Commission
File No. 0-14120) with the Commission under the Exchange Act are incorporated
in this Prospectus by reference:

         1.  The Company's Annual Report on Form 10-K for the fiscal year ended
             December 31, 1994;

         2.  The Company's Current Reports on Form 8-K dated January 24, 1995
             and April 19, 1995; and

         3.  The descriptions of the Company's Class A Common Stock and Class B
             Common Stock which are contained in the Registration Statements on
             Form 8-A filed by the Company to register such securities under
             Section 12 of the Exchange Act, File No.  0-14120, including any
             amendment or report filed for the purpose of updating such
             descriptions.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Prospectus and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this Prospectus and
to be a part hereof from the date of filing of such documents.  Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any statement so modified or superseded shall not
be deemed, except as modified or superseded, to constitute a part of this
Prospectus.

         The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon written or oral request, a copy of any
document incorporated herein by reference (other than exhibits to such document
which are not specifically incorporated by reference in such document).
Requests for such documents should be directed to: Investor Relations
Department, Advanta Corp., Five Horsham Business Center, P. O. Box 749,
Horsham, Pennsylvania 19044, telephone (215) 784-5335.

                                  THE COMPANY

         The Company is a highly focused direct marketer of select consumer
financial services.  The Company primarily originates and services credit cards
and mortgage loans.  Other businesses include small ticket equipment leasing,
credit insurance and deposit products.  Most of the Company's credit card
receivables, bank deposits and mortgage loan receivables are held by Colonial
National Bank USA ("Colonial National"), a nationally-chartered bank located in
Claymont, Delaware.  The Company acquired Colonial National in 1982.  At March
31, 1995, the Company's assets under management totaled approximately $9.8
billion.

         The Company was incorporated in Delaware in 1974 as Teachers Service
Organization, Inc., the successor to a business originally founded in 1951.  In
January 1988, the Company's name was changed from TSO Financial Corp. to
Advanta Corp.  The Company's principal executive office is located at
Brandywine Corporate Center, 650 Naamans Road, Claymont, Delaware 19703.  Its
principal operating offices are located at Five Horsham Business Center, 300
Welsh Road, Horsham, Pennsylvania 19044.  The Company's telephone numbers at
its principal executive and operating offices are, respectively, (302) 791-4400
and (215) 657-4000.  References to the Company in this Prospectus include its
consolidated subsidiaries unless the context otherwise requires.

                                       3
6

                           INVESTMENT CONSIDERATIONS

         In addition to the other information in this Prospectus, investors
should carefully consider the following factors, among others, in connection
with an investment in the Class A Common Stock or the Class B Common Stock:

         LIMITED AVAILABILITY OF BANK AND INSURANCE COMPANY ASSETS; IMPACT ON
LIQUIDITY. Banking regulations limit the amount of dividends that a bank may
pay.  Further, because of regulatory considerations, Colonial National does not
intend to make loans to the Company.  In addition, Arizona insurance
regulations restrict the amount of dividends which an insurance company may
distribute without the prior consent of the Director of Insurance.

         The limited availability to the Company of dividends from Colonial
National and the Company's insurance subsidiaries affects the Company's
liquidity.  For the reasons described above, dividends from Colonial National
and the Company's insurance subsidiaries are not expected, for the foreseeable
future, to be the Company's major source of liquidity in satisfying its
obligations to creditors or in providing a source of dividend payments to
stockholders.  The Company currently depends on the public sale of debt
securities as its primary source of liquidity at the holding company level.

         RISKS ASSOCIATED WITH MAINTAINING PORTFOLIOS OF CREDIT CARD
RECEIVABLES AND MORTGAGE LOANS.  There are certain risks associated with
maintaining portfolios of credit card receivables and mortgage loans.  The
primary risks involve the possibility of future economic downturns causing an
increase in credit losses, and interest rate fluctuations.  These risks are
inherent to every lender.  The Company believes its credit loss experience is
generally comparable to or better than industry averages.  With respect to
interest rate fluctuations, the Company pursues a disciplined interest rate
risk management, which includes computer simulations of various scenarios, that
it believes will enable it to readily adjust to most market variations.

         REGULATION.   The banking and finance businesses in general are the
subject of extensive regulation at both the state and federal levels.  Numerous
legislative and regulatory proposals are advanced each year which, if adopted,
could adversely affect the Company's profitability or the manner in which the
Company conducts its activities.  In addition, the outcome of pending
litigation against other credit card issuers concerning the legality of certain
credit card fees and charges may adversely impact the Company's business.

         COMPETITION.  As a marketer of credit products, the Company faces
intense competition from numerous providers of financial services.  Although
the Company believes it is generally competitive, there can be no assurance
that its ability to market its services successfully or to obtain adequate
yields on its loans will not be affected by the nature of the competition that
now exists or may develop.  For example, competition in the credit card
industry is increasing as large corporate enterprises such as AT&T, General
Motors Corp., General Electric Co. and Ford Motor Co. have  entered the market,
and other large nonbank organizations are expected to enter the market as well.
The Company cannot assess the aggregate effect of these competitors upon the
Company's future credit card business.

         In seeking investment funds from the public, the Company faces
competition from banks, savings institutions, money market funds, credit unions
and a wide variety of private and public entities that sell debt securities,
some of which are publicly traded.  Many of the competitors are larger and have
more capital and other resources than the Company.  There can be no assurance
that competition from these other borrowers will not increase the Company's
cost of funds.

                                       4
7
         PRICE DIFFERENTIAL BETWEEN CLASSES OF COMMON STOCK.  Since adoption of
an amendment to the Company's Certificate of Incorporation in 1992, the Company
has had two classes of common stock. Class A Common Stock has voting rights,
while Class B Common Stock, although carrying certain rights and privileges
lacking in the Class A Common Stock, is non-voting.  See "Description of
Capital Stock - Class A Common Stock and Class B Common Stock".  Since the dual
class structure was established, the Class A Common Stock and the Class B
Common Stock generally have traded at disparate market prices.  This
differential has been as much as $8.50.  There can be no assurance that the
price differential between the Class A Common Stock and the Class B Common
Stock will be reduced or eliminated or as to the extent or continuation of any
such price differential in the future.

                                       5
8
                              SELLING STOCKHOLDERS

         The following tables set forth certain information regarding ownership
of the Company's Class A Common Stock and Class B Common Stock by each Selling
Stockholder as of May 1, 1995 and as adjusted to reflect the sale of shares of
the Class A Common Stock and the Class B Common Stock offered pursuant to this
Prospectus:

                              CLASS A COMMON STOCK
- --------------------------------------------------------------------------------
Number of
                                        Ownership                  Shares                 Ownership
                                    Prior to Offering (1)      to be Resold (2)        After Offering
                                    -----------------          ------------            --------------
                                                                                  Number of        % of
                                    Number of Shares                               Shares         Class
                                    ----------------                               ------         -----
 Name
 ----
Dennis Alter, Chief Executive           4,943,856                  70,340         4,873,516      28.0%    
      Officer and Director (3)                                                                             
 Richard A. Greenawalt                     861,016                 651,161           209,855      1.17%    
      President, Chief Operating                                                                                                 
      Officer and Director (4)                                                                             
 Alex W. "Pete" Hart,                            0                       0                 0          *    
      Executive Vice Chairman                                                                              
      and Director(5)                                                                                      
 David D. Wesselink,                             0                       0                 0          *    
      Senior Vice President                                                                                
      and Chief Financial                                                                                  
      Officer (6)                                                                                          
 Warren W. Kantor,                          49,421                  42,900             6,521          *    
      Director (7)                                                                                         
 Arthur P. Bellis,                          85,478                  46,958            38,520          *    
      Director (8)                                                                                         
 Max Botel,                                 19,612                  12,900             6,712          *    
      Director (9)                                                                                         
 Richard J. Braemer,                        75,190                  43,170            32,020          *    
      Director (10)                                                                                        
 Anthony P. Brenner,                         2,250                       0             2,250          *    
      Director (11)                                                                                        
 William C. Dunkelberg,                      4,650                   3,000             1,650          *    
      Director (12)                                                                                        
 Ronald J. Naples,                             750                       0               750          *    
      Director (13)                                                                                        
 Phillip A. Turberg,                        43,886                  25,136            18,750          *    
      Director (14)                                         
- ------------------
* Less than 1%.

                                       6
9
                             CLASS B COMMON STOCK
- --------------------------------------------------------------------------------
Number of
                                     Ownership               Shares                       Ownership
                                 Prior to Offering (1)    to be Resold (2)              After Offering
                                 -----------------        ------------                 ----------------
                                                                                  Number of        % of        
                                                                                  ---------        ----        
                                 Number of Shares                                  Shares          Class       
                                 ----------------                                  ------          -----       
 Name                                                                                                  
 ----
Dennis Alter, Chief Executive            3,062,731            473,877              2,588,854       10.8% 
      Officer and Director (3)                                                                            
 Richard A. Greenawalt                      818,526            739,523                 79,003           * 
      President, Chief Operating                                                                          
      Officer and Director (4)                                                                            
 Alex W. "Pete" Hart,                       449,560            426,730                 22,830           * 
      Executive Vice Chairman                                                                             
      and Director(5)                                                                                     
 David D. Wesselink,                         93,345             93,345                      0           * 
      Senior Vice President                                                                               
      and Chief Financial                                                                                 
      Officer (6)                                                                                         
 Warren W. Kantor,                          278,096            130,958                147,138           * 
      Director (7)                                                                                        
 Arthur P. Bellis,                          146,478             82,958                 63,520           * 
      Director (8)                                                                                        
 Max Botel,                                  67,912             48,900                 19,012           * 
      Director (9)                                                                                        
 Richard J. Braemer,                        103,690             79,170                 24,520           * 
      Director (10)                                                                                       
 Anthony P. Brenner,                         45,750             42,000                  3,750           * 
      Director (11)                                                                                       
 William C. Dunkelberg,                      39,950             38,000                  1,950           * 
      Director (12)                                                                                       
 Ronald J. Naples,                           42,750             42,000                    750           * 
      Director (13)                                                                                       
 Phillip A. Turberg,                         82,886             43,500                 39,386           * 
      Director (14)
- ------------------
         *       Less than 1%.

                                       7
10
(1)      Ownership prior to offering includes all currently outstanding
options, whether presently exercisable or to become exercisable from time to
time in the future.  In accordance with Rule 13(d)-3(d) promulgated under the
Exchange Act, each Selling Stockholder disclaims beneficial ownership of all
shares which such Selling Stockholder does not have the right to acquire within
60 days of May 1, 1995.

(2)      Assumes the exercise of all currently outstanding options, including
those options that will become exercisable in the future.  Shares of Class A
Common Stock to be resold include: 273,736 shares under the Company's Stock
Option Plan, as amended; 74,147 shares under the Advanta Management Incentive
Plan With Stock Election; 162,369 shares under the Advanta Management Incentive
Plan With Stock Election II; 20,814 shares under the Company's Employee Stock
Purchase Plan; and 364,500 shares under directors' non-qualified stock options
granted pursuant to written agreements.

         Shares of Class B Common Stock to be resold include: 229,674 shares
under the Company's Stock Option Plan, as amended; 988,500 shares under the
Company's 1992 Stock Option Plan; 24,717 shares under the Advanta Management
Incentive Plan With Stock Election; 162,369 shares under the Advanta Management
Incentive Plan With Stock Election II; 103,587 shares under the Advanta
Management Incentive Plan With Stock Election III; 85,290 shares under the
Advanta Management Incentive Plan With Stock Election IV; 19,825 shares under
the Company's Employee Stock Purchase Plan; and 427,000 shares under directors'
non-qualified stock options granted pursuant to written agreements;  and
200,000 shares under the Restricted Stock Bonus pursuant to a written
agreement.

(3)      Ownership includes the following: (i) 243,750 shares of Class B Common
Stock subject to outstanding options that are currently exercisable; (ii)
93,750 shares of Class B Common Stock subject to outstanding options that will
become exercisable from time to time after June 29, 1995;  (iii) 999,462 shares
of Class A Common Stock owned by a trust, the beneficiary of which is Linda
Ominsky, the sister of Dennis Alter, and pursuant to which Mr. Alter is sole
trustee; (iv) 150,000 shares of Class A Common Stock and 75,000 shares of Class
B Common Stock owned by Dennis Alter's wife; (v) 168,824 shares of Class A
Common Stock and 172,194 shares of Class B Common Stock owned by several trusts
established by Mr. Alter for the benefit of his minor children, for which
trusts Mrs. Alter serves as trustee; (vi) 150,000 shares of both  Class A
Common Stock and Class B Common Stock held by a charitable foundation
established by Mr. Alter, as to which Mr. Alter shares voting and investment
powers; and (vii) 75,000 shares of Class A Common Stock and 22,600 shares of
Class B Common Stock held by a trust established by Mr. Alter, through which he
has made certain charitable gifts of shares and as to which Mr. Alter has sole
voting and investment powers.  Mr. Alter disclaims beneficial ownership of all
shares referenced in clauses (iii), (iv), (v), (vi) and (vii) above.

         Ownership does not include 1,010 shares of the Company's Class A
Preferred Stock, 499,465 shares of both Class A Common Stock and Class B Common
Stock owned by J.R. Alter, the father of Dennis Alter, and 75,000 shares of
both Class A Common Stock and Class B Common Stock owned by Helen Alter, the
mother of Dennis Alter, as to all of which shares Dennis Alter disclaims
beneficial ownership.

(4)      Ownership includes the following: (i) 514,500 shares of Class A Common
Stock and 547,396 shares of Class B Common Stock subject to outstanding options
that are currently exercisable; (ii) 48,750 shares of Class B Common Stock
subject to outstanding options that will become exercisable from time to time
after June 29, 1995; (iii) 86,850 shares of Class A Common Stock and 77,850
shares of Class B

                                       8
11
Common Stock owned by Mr. Greenawalt's wife;  (iv) 12,000 shares of  Class A
Common Stock and 12,670 shares of Class B Common Stock held by Mr. Greenawalt
as custodian for his children; (v) 41,192 shares of Class A Common Stock owned
by two trusts established for the benefit of Mr. Greenawalt's two children, for
which trusts Mrs. Greenawalt serves as trustee; and  (vi) 55,500 shares of
Class A Common Stock owned by two other trusts established for the benefit of
Mr. Greenawalt's two children.  Mr. Greenawalt disclaims beneficial ownership
of all shares referenced in clauses (iii), (iv), (v) and (vi) above.

(5)      Ownership includes:  25,000 shares of Class B Common Stock subject to
outstanding options that are currently exercisable; and (ii) 175,000 shares of
Class B Common Stock subject to currently outstanding options that will become
exercisable from time to time after June 29, 1995.

(6)      Ownership includes:  (i) 12,500 shares of Class B Common Stock subject
to outstanding options that are currently exercisable;  and (ii) 57,500 shares
of Class B Common Stock subject to currently outstanding options that will
become exercisable from time to time after June 29, 1995.

(7)      Ownership includes: (i) 25,983 shares of Class B Common Stock subject
to outstanding options that are currently exercisable;  and (ii) 48,017 shares
of Class B Common Stock subject to outstanding options that will become
exercisable from time to time after June 29, 1995.

(8)      Ownership includes: (i) 12,900 shares of Class A Common Stock and
21,000 shares of Class B Common Stock subject to outstanding options that are
currently exercisable; and (ii) 27,900 shares of Class B Common Stock subject
to currently outstanding options that will become exercisable from time to time
after June 29, 1995.

(9)      Ownership includes: (i) 12,900 shares of Class A Common Stock and
26,400 shares of Class B Common Stock subject to outstanding options that are
currently exercisable; (ii) 22,500 shares of Class B Common Stock subject to
currently outstanding options that will become exercisable from time to time
after June 29, 1995; (iii) 1,500 shares of Class B Common Stock owned by Mr.
Botel's son; and (iv) 1,500 shares of Class B Common Stock owned by Mr. Botel's
daughter.  Mr. Botel disclaims beneficial ownership of all shares referenced in
clauses (iii) and (iv) above.

(10)     Ownership includes: (i) 43,170 shares of Class A Common Stock and
56,670 shares of Class B Common Stock subject to outstanding options that are
currently exercisable; and (ii) 13,500 shares of Class B Common Stock subject
to currently outstanding options that will become exercisable from time to time
after June 29, 1995.

(11)     Ownership includes: (i) 18,000 shares of Class B Common Stock subject
to outstanding options that are currently exercisable; and (ii) 15,000 shares
of Class B Common Stock subject to currently outstanding options that will
become exercisable from time to time after June 29, 1995.

(12)     Ownership includes: (i) 3,000 shares of Class A Common Stock and
17,500 shares of Class B Common Stock subject to outstanding options that are
currently exercisable;  (ii) 20,500 shares of Class B Common Stock subject to
currently outstanding options that will become exercisable from time to time
after June 29, 1995;  and (iii) 150 shares of both Class A Common Stock and
Class B Common Stock held by Mr. Dunkelberg as custodian for his daughter.  Mr.
Dunkelberg disclaims beneficial ownership of all shares referenced in clause
(iii) above.

(13)     Ownership includes: (i) 14,250 shares of Class B Common Stock subject
to outstanding options that are currently exercisable; and (ii) 28,500 shares
of Class B Common Stock subject to outstanding options that will become
exercisable from time to time after June 29, 1995.

                                       9
12
(14)     Ownership includes: (1) 7,500 shares of Class A Common Stock and
21,000 shares of Class B Common Stock subject to outstanding options that are
currently exercisable;  (ii) 22,500 shares of Class B Common Stock subject to
outstanding options that will become exercisable from time to time after June
29, 1995;  and (iii) 1,500 shares of both Class A Common Stock and Class B
Common Stock owned by Mr. Turberg's wife.  Mr. Turberg disclaims beneficial
ownership of all shares referenced in clause (iii) above.

                                       10
13
                              PLAN OF DISTRIBUTION

         The Selling Stockholders presently intend that any sales of the shares
covered by this Prospectus will be effected at the then market price, to or
through registered brokers and/or dealers, including dealers making a market in
the Company's Class A Common Stock and/or Class B Common Stock.  Although no
agreements, arrangements or understandings are in place regarding any such
sales, and the brokers or dealers to or through whom such sales may be made
have not been identified, the Selling Stockholders anticipate that they will
pay normal broker's commissions on any such sales effected through brokers, and
will receive the normal dealer's market price for any such shares sold to
dealers.  Such brokers or dealers and any other participating brokers or
dealers may be deemed to be "underwriters" within the meaning of the Securities
Act in connection with such sales and their commissions or discounts and other
compensation may be regarded as underwriters' compensation.

         Upon the Company being notified by a Selling Stockholder that any
material arrangement has been entered into with any broker or dealer for
purchase by such broker or dealer, a supplemental prospectus will be filed with
the Commission, if required, pursuant to Rule 424(b) under the Securities Act,
disclosing: (i) the name of each such Selling Stockholder and of the
participating broker or dealer; (ii) the number of shares of Class A Common
Stock and/or Class B Common Stock involved; (iii) the price at which such
shares were sold; (iv) the commissions paid or discounts or concessions allowed
to such broker or dealer, where applicable; (v) that such broker or dealer did
not conduct any investigation to verify the information set out or incorporated
by reference in this Prospectus; and (vi) other facts material to the
transaction.

         The Selling Stockholders will pay all applicable stock transfer taxes
and brokerage commissions, discounts, fees and expenses.  The Company has or
will bear the expenses of the registration of the shares with the Commission,
including filing and registration fees and the Company's accounting and legal
fees in connection therewith.

                          DESCRIPTION OF CAPITAL STOCK

CLASS A COMMON STOCK AND CLASS B COMMON STOCK

         Voting.  The authorized capital of the Company includes 200,000,000
shares of Class A Common Stock, par value $.01 per share, of which 17,403,885
shares were outstanding on May 1, 1995.  All outstanding shares are fully paid
and non-assessable.  The holders of the Company's Class A Common Stock are
entitled to one vote per share; to receive such dividends, in conjunction with
dividends to holders of the Company's Class B Common Stock, as legally may be
declared by the Board of Directors, after dividends are paid to holders of
preferred stock as described below; and upon liquidation, to receive any net
assets of the Company after the liquidation rights of all holders of preferred
stock, if any, have been satisfied.  There are no preemptive, conversion,
cumulative voting, or redemption rights applicable to the Class A Common Stock.

         The authorized capital of the Company includes 200,000,000 shares of
Class B Common Stock, par value $.01 per share, of which  23,369,981 shares
were outstanding on May 1, 1995.  All outstanding shares are fully paid and
non-assessable.  The holders of the Company's Class B Common Stock are entitled
to the same rights as the holders of the Company's Class A Common Stock, except
that the holders of Class B Common Stock may not vote (i) in the election of
directors, (ii) on an amendment to the Company's Certificate of Incorporation
(including an amendment to increase the authorized shares of Class B Common
Stock), (iii) on a proposed merger or consolidation, (iv) on a proposed
dissolution of

                                       11
14
the Company, or (v) on any other matter except to the extent described below or
as required under the General Corporation Law of the State of Delaware.
Holders of Class B Common Stock are entitled to vote on proposals to change the
par value of the Class B Common Stock or to alter or change the powers,
preferences or special rights of the shares of Class B Common Stock, including
the dividend and Class B protection features described below, which proposals
may affect them adversely.  Holders of the Class B Common Stock are also
entitled to the additional rights described in the following subsections.

         Dividends and Other Distributions.  Any cash dividend with respect to
either Class A Common Stock or Class B Common Stock, must be accompanied by a
dividend on the other class of common stock.  The Board of Directors may,
however, in its discretion, declare a dividend per share with respect to the
Class B Common Stock which is up to 20% higher (but under no circumstances
lower) than the dividend declared with respect to the Class A Common Stock.  In
all other respects the dividends and other distributions, including the per
share consideration in the event of a merger or consolidation, with respect to
Class A Common Stock and Class B Common Stock are equal, except that dividends
or other distributions payable in shares of common stock may be made only as
follows: (i) in shares of Class B Common Stock to the holders of both Class A
Common Stock and Class B Common Stock; (ii) in shares of Class A Common Stock
to the holders of Class A Common Stock and in shares of Class B Common Stock to
the holders of Class B Common Stock; or (iii) in any other authorized class or
series of capital stock to the holders of both classes of common stock.
Neither the Class A Common Stock nor the Class B Common Stock may be split,
subdivided or combined unless the other is proportionately split, subdivided or
combined.

         Although it is the present intention of the Board to maintain a higher
dividend on the Class B Common Stock, the Board of Directors is not required to
declare a higher dividend on the Class B Common Stock and the amount of future
dividends, if any, on each class of common stock will depend on circumstances
existing at the time, including the sufficiency of funds legally available for
the payment of dividends.

         Class B Protection.  Because of the existence of the two classes of
common stock, one class with voting rights and the other with non-voting
rights, voting rights disproportionate to equity ownership could be acquired
through acquisitions of Class A Common Stock.  The Board of Directors was
advised that, while either class of common stock might trade at a premium
relative to the other, the non-voting or lesser-voting common stocks of public
companies with dual class capital structures frequently trade at a discount
from the full voting common stocks of such companies.  The Company therefore
adopted the "Class B Protection" features described below as a means of helping
to reduce or eliminate the economic reasons for the Class A Common Stock and
Class B Common Stock to trade at disparate market prices, and to give holders
of Class B Common Stock the opportunity to participate in any premium paid in
the future for a significant block (10% or more) of the Class A Common Stock by
a buyer who has not acquired a proportionate share of the Class B Common Stock.
Although the Company adopted the "Class B Protection" features and has paid a
higher dividend on the Class B Common Stock in an attempt to minimize any price
differential between the classes of common stock, in fact the Class A Common
Stock and the Class B Common Stock generally have traded at disparate market
prices.  On May 8, l995 the last reported sale price on the NASDAQ-National
Market System for the Class A Common Stock was $35.50 per share and the last
reported sale price on the NASDAQ-National Market System for the Class B Common
Stock was $33.25 per share.  During the period in which the two classes of
common stock have existed, this differential has been as much as $8.50.  The
Company adopted the division of the common stock into two classes with the
expressed expectation that the Company generally would issue shares of Class B
Common Stock rather than Class A Common Stock in the future to raise equity, to
finance acquisitions or pursuant to incentive compensation plans, even if the
market price per share of the

                                       12
15
Class B Common Stock was lower at the relevant time than the market price per
share of Class A Common Stock.  There can be no assurance that the price
differential between the Class A Common Stock and the Class B Common Stock will
be reduced or eliminated or as to the extent or continuation of any such price
differential in the future.

         If after April 24, 1992, the effective date of the Certificate of
Amendment to the Company's Restated Certificate of Incorporation, any person or
group acquires (other than upon issuance or sale by the Company, by operation
of law, by will or the laws of descent and distribution, by gift, or by
foreclosure of a bona fide loan) beneficial ownership of shares of Class A
Common Stock constituting 10% or more of the then issued and outstanding shares
of Class A Common Stock (any person or group making such acquisition being
defined as a "Significant Stockholder"), and such person or group does not then
own shares of Class B Common Stock constituting an equal or greater percentage
of all then issued and outstanding shares of Class B Common Stock, such
Significant Stockholder must, within a 90-day period beginning the day after
becoming a Significant Stockholder, commence a public tender offer to acquire
additional shares of Class B Common Stock (a "Class B Protection Transaction").
For purposes of this provision, the terms "beneficial ownership" and "group"
have the same meanings as used in Regulation 13D promulgated under the Exchange
Act.  The Class B Protection feature does not change the ability of Dennis
Alter or any member of his family or other management stockholder to transfer a
significant voting interest in the Company to another person or group by the
sale of their voting shares to such person or group.  However, such person or
group may also be required to purchase a proportionate amount of Class B Common
Stock either concurrently from such stockholder or other persons or pursuant to
a Class B Protection Transaction, as described below.

         In a Class B Protection Transaction, the Significant Stockholder must
offer to acquire from the holders of the Class B Common Stock that number of
additional shares of  Class B Common Stock (the "Additional Shares") determined
by (i) multiplying the percentage of issued and outstanding shares of Class A
Common Stock beneficially owned by such Significant Stockholder which were
acquired after April 24, 1992 by the total number of shares of Class B Common
Stock outstanding on the date such person or group became a Significant
Stockholder, and (ii) subtracting therefrom the total number of shares of Class
B Common Stock beneficially owned by such Significant Stockholder on such date
which were acquired after the initial distribution of Class B Common Stock to
stockholders on May 5, 1992 pursuant to the Certificate of Amendment to the
Company's Restated Certificate of Incorporation (including shares acquired on
such date at or prior to the time such person or group became a Significant
Stockholder).  The Significant Stockholder must acquire all shares validly
tendered or, if the number of shares tendered exceeds the number determined
pursuant to such formula, a pro rata amount from each tendering holder.

         The offer price for any shares of Class B Common Stock required to be
purchased by the Significant Stockholder pursuant to a Class B Protection
Transaction is the greater of (i) the highest price per share paid by the
Significant Stockholder for any share of Class A Common Stock in the six-month
period ending on the date such person or group became a Significant Stockholder
or (ii) the highest price of a share of Class A Common Stock or Class B Common
Stock (whichever is higher) as reported on the NASDAQ-National Market System
(or such other quotation system or securities exchange constituting the
principal trading market for either class of common stock) on the date such
person or group became a Significant Stockholder.

         A Class B Protection Transaction is also required each time a
Significant Stockholder acquires an additional 10% of the then issued and
outstanding Class A Common Stock (other than upon issuance or sale by the
Company, by operation of law, by will or the laws of descent and distribution,
by gift, or by foreclosure of a bona fide loan) after the last acquisition by
such person or group which triggered the requirement for a Class B Protection
Transaction, if such Significant Stockholder does not then

                                       13
16
beneficially own shares of Class B Common Stock acquired after the initial
distribution of Class B Common Stock to stockholders on May 5, 1992
constituting an equal or greater percentage of all then issued and outstanding
shares of Class B Common Stock. Such Significant Stockholder would be required
to offer to buy that number of Additional Shares prescribed by the formula set
forth above, even if a previous Class B Protection Transaction resulted in
fewer shares of Class B Common Stock being tendered than such previous offer
included.

         The requirement to engage in a Class B Protection Transaction is
satisfied by making the requisite offer and purchasing validly tendered shares,
even if the number of shares tendered is less than the number of shares
included in the required offer.  The penalty applicable to any Significant
Stockholder that fails to make the required offer, or to purchase shares
validly tendered (after proration, if any), is to automatically suspend the
voting rights of the shares of Class A Common Stock owned by such Significant
Stockholder until consummation of an offer as required or until divestiture of
the shares of Class A Common Stock that triggered the offer requirement.  To
the extent that the voting power of any shares of Class A Common Stock is so
suspended, such shares will not be included in the determination of aggregate
voting shares for any purpose.  Neither the Class B Protection Transaction
requirement nor the related penalty applies to any increase in percentage
ownership of Class A Common Stock resulting solely from a change in the total
amount of Class A Common Stock outstanding.

         The Class B Protection provision does not prevent any person or group
from acquiring a significant or controlling interest in the Company, provided
such person or group acquires a proportionate percentage of the Class B Common
Stock.  If a Class B Protection Transaction is prescribed, the purchase price
required to be paid in such offer may be higher than the price at which a
Significant Stockholder might otherwise be able to acquire an identical amount
of Class B Common Stock.  Such requirement, therefore, could make an
acquisition of a significant or controlling interest in the Company more
expensive and, if a Class B Protection Transaction is required, more time
consuming, than if such requirement did not exist.  Consequently, a person or
group might be deterred from acquiring a significant or controlling interest in
the Company as a result of such requirement.  Moreover, by restricting the
ability of an acquiror to acquire a significant interest in the Class A Common
Stock by paying a "control premium" for such stock without acquiring, or paying
a similar premium for, Class B Common Stock, the Class B Protection provision
should reduce or eliminate the economic reasons for the Class A Common Stock
and Class B Common Stock to trade at disparate market prices.

         Convertibility.  Except as described below, neither the Class A Common
Stock nor the Class B Common Stock is convertible into another class of common
stock or any other security of the Company.

         The Class B Common Stock could be converted into Class A Common Stock
on a share-for-share basis by resolution of the Board of Directors if, as a
result of the existence of the Class B Common Stock, the Class A Common Stock
or the Class B Common Stock or both become excluded from quotation on the
NASDAQ-National Market System, or, if such shares are then listed on a national
securities exchange, from trading on the principal national securities exchange
on which the shares are then traded.

         In addition, if at any time, as a result of additional issuances by
the Company of Class B Common Stock, repurchases by the Company of Class A
Common Stock or a combination of such issuances and repurchases, the number of
outstanding shares of Class A Common Stock as reflected on the stock transfer
books of the Company falls below 10% of the aggregate number of outstanding
shares of Class A Common Stock and Class B Common Stock, then, immediately upon
the occurrence of such event, all the outstanding shares of Class B Common
Stock will be automatically converted into shares of Class A Common Stock, on a
share-for-share basis.  For purposes of the immediately preceding sentence,

                                       14
17
any shares of Class A Common Stock or Class B Common Stock repurchased by the
Company will no longer be deemed "outstanding" from and after the date of
repurchase.  The Company has no present intention to repurchase any shares of
its common stock.  In view of the absence of a present intention by the Company
to purchase any shares of common stock and the substantial number of shares of
Class B Common Stock that would be required to be issued to reach the 10%
threshold, the Company believes it unlikely that this provision will be
triggered in the foreseeable future.

CLASS A PREFERRED STOCK

         The authorized capital stock of the Company includes 1,010 shares of
Class A Preferred Stock, par value $1,000 per share.  All of such shares are
held by J. R. Alter, the Company's founder.  The Class A Preferred Stock is
entitled to one-half of a vote per share on all matters on which stockholders
are entitled to vote.  No dividends may be declared or paid on the Company's
outstanding common stock unless and until non-cumulative dividends of $140 per
share, payable as and when declared, which are required to be paid on the Class
A Preferred Stock for the applicable year (a total of $141,400) have been paid.
The holder of the Class A Preferred Stock is not otherwise entitled to
participate in the earnings or profits of the Company.  Upon the liquidation of
the Company, the holder of the Class A Preferred Stock is entitled to receive
$1,000 per share ($1,010,000 in the aggregate) before any distributions are
made to the holders of the Company's common stock.

CLASS B PREFERRED STOCK

         The authorized capital of the Company also includes 1,000,000 shares
of Class B Preferred Stock, par value $.01 per share, none of which is
currently outstanding.  The Company has no present plans to issue any shares of
such stock.  Class B Preferred Stock may be issued pursuant to resolutions of
the Company's Board of Directors from time to time without any action of the
stockholders.  Such resolutions may authorize issuances in one or more series,
and may fix and determine dividend and liquidation preferences, voting rights,
conversion privileges, redemption terms, and other privileges and rights of the
shares of each series so authorized.

CERTAIN PROVISIONS IN THE CERTIFICATE OF INCORPORATION

         The Company's Certificate of Incorporation, as amended, contains
certain provisions which may be deemed to be "anti-takeover" in nature in that
such provisions may deter, discourage or make more difficult the assumption of
control of the Company by another entity or person through a tender offer,
merger, proxy contest or other transaction or series of transactions.

         One of these provisions is the authorization of 1,000,000 shares of
Class B Preferred Stock which the Board of Directors of the Company may issue
without stockholder approval for any proper corporate purpose. There are
currently no plans or arrangements for the issuance of such shares.

         The Company's Certificate of Incorporation, as amended, does not
provide for cumulative voting by stockholders.  This means that a significant
minority stockholder would not necessarily be able to elect one or more
designees to the Company's Board of Directors.

         The Company's Certificate of Incorporation, as amended, also provides
that the members of the Board of Directors of the Company are classified in
three classes.  The term of each class runs for three years and expires at
successive annual meetings of stockholders.  Assuming the classes have a
relatively equal number of directors, it would take a minimum of two annual
meetings of stockholders to change the majority of the Board of Directors.

                                      15
18
         The overall effect of the foregoing provisions may be to deter a
future takeover that a majority of the stockholders might view to be in their
best interests.  In addition, these provisions may make it more difficult to
remove incumbent management.

                                    EXPERTS

         The consolidated financial statements and schedules incorporated by
reference in this Prospectus and elsewhere in the Registration Statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are incorporated herein in
reliance upon the authority of said firm as experts in giving said reports.

                                       16
19
          PART II:  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         As required by the Securities and Exchange Commission (the
"Commission"), the Company hereby incorporates by reference the following
documents which have been filed with the Commission:

         (a)     the Company's Annual Report on Form 10-K for the fiscal year
                 ended December 31, 1994;

         (b)     the Company's Current Reports on Form 8-K dated January 24,
                 1995 and April 19, 1995; and

         (c)     the descriptions of the Company's Class A Common Stock and
                 Class B Common Stock which are contained in the Registration
                 Statement on Form 8-A filed by the Company to register such
                 securities under Section 12 of the Exchange Act, File No.
                 0-14120, including any amendment or report filed for the
                 purpose of updating such descriptions.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
Post-Effective Amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and to be a part
hereof from the date of filing of such documents.  Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to the extent that a
statement contained herein or any subsequently field document which is deemed
to be incorporated by reference herein modified or supersedes such document.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part hereof.

Item 4.  Not Applicable.

Item 5.  Not Applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         Section 145 of the Delaware General Corporation Law provides, inter
alia, that under specified circumstances a corporation shall have the power to
indemnify any person who is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, against expenses, attorneys' fees, judgments, fines and
settlements.  The By-Laws of the Company provide that the Company shall
indemnify any director, officer, employee or agent of the Company to the
fullest extent now or hereafter permitting by law in connection with any such
action, suit or proceeding.  The By-Laws further provide that the Board of
Directors of the Company may, by resolution, indemnify any person other than a
director, officer, employee or agent of the Company for liabilities incurred in
connection with services rendered for or at the request of the Company or its
subsidiaries.  In addition, consistent with Section 102 of the Delaware General
Corporation Law, the Company's Certificate of Incorporation limits the personal
liability of the Company's directors to the Company or its stockholders for
monetary damages for certain breaches of fiduciary duty.  The Registrant
maintains director and officer liability insurance which would provide coverage
against certain securities law liabilities.

Item 7.  Not Applicable.

                                      II-1
20
ITEM 8.  EXHIBITS.

         4.1.    Restated Certificate of Incorporation of Registrant, as
                 amended (incorporated by reference to (incorporated by
                 reference to Exhibit 4.1 to the Pre-Effective Amendment No. 1
                 to the Registrant's Registration Statement on Form 
                 S-3 (File No. 33-53475), as filed with the Securities and
                 Exchange Commission on June 10, 1994).

         4.2.    By-Laws of Registrant, as amended (incorporated by reference
                 to Exhibit 3.11 to the Registrant's Current Report on Form 8-K
                 dated December 22, 1994, filed the same date).

         5.      Opinion of Gene S. Schneyer, Esquire (filed herewith).

         15.     Not applicable.

         23.1.   Consent of Arthur Andersen LLP (filed herewith).

         23.2.   Consent of Gene S. Schneyer, Vice President, Secretary and
                 General Counsel (included in Exhibit 5).

         24.     Powers of Attorney (included on signature page).

         27.     Not applicable.

         28.     Not applicable.

ITEM 9.  UNDERTAKINGS.

         (a)     The undersigned Registrant hereby undertakes:

                 (1)  To file, during any period in which offers or sales are
being made, a Post-Effective Amendment to this Registration Statement:

                          (i)  To include any prospectus required by Section
10(a)(3) of the Securities Act of l933;

                          (ii)  To reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement (or the
most recent Post-Effective Amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement;

                          (iii)  To include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement; provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in a
Post-Effective Amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

                                     II-2
21
                 (2)  That, for the purpose of determining any liability under
the Securities Act of 1933, each such Post-Effective Amendment shall be deemed
to be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                 (3)  To remove from registration by means of a Post-Effective
Amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b)     The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         (c)     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
processing) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      II-3
22
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Horsham Township, Montgomery County, Commonwealth of
Pennsylvania, on May 9, 1995.

                              Advanta Corp.
                 
                 
                              By:  /s/ Richard A. Greenawalt
                                 ----------------------------------------
                                  Richard A. Greenawalt, President, Chief 
                                  Operating Officer and Director

                 
         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned does
hereby constitute and appoint Dennis Alter, Richard A.  Greenawalt, Warren W.
Kantor, John J. Calamari, and Gene S. Schneyer, or any of them (with full power
to each of them to act alone), his or her true and lawful attorney-in-fact and
agent, with full power of substitution, for him or her and on his or her behalf
to sign, execute and file this Registration Statement and any or all amendments
(including, without limitation, post-effective amendments and any amendment or
amendments increasing the amount of securities for which registration is being
sought) to this Registration Statement, with all exhibits and any and all
documents required to be filed with respect thereto, with the Securities and
Exchange Commission or any regulatory authority, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as he or she might or could do if personally present, hereby
ratifying and confirming all that such attorneys-in-fact and agents, or any of
them, or their substitute or substitutes, may lawfully do or cause to be done.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                                                               Date
         ---------                                                               ----
/s/ Dennis Alter                                                             April 20, 1995                           
- ----------------------------------------------------                ----------------------------------
Dennis Alter
Chairman of the Board, Chief Executive
Officer and Director

/s/ Alex W.  Hart                                                            April 20, 1995           
- ---------------------------------------------------                 ----------------------------------
Alex W. Hart
Executive Vice Chairman and
Director

/s/ Richard A. Greenawalt                                                    April 20, 1995           
- ---------------------------------------------------                 ----------------------------------
Richard A. Greenawalt
President, Chief Operating
Officer and Director
II-4
23
/s/ David D. Wesselink                                              April 20, 1995            
- -------------------------------------------                 ----------------------------------
David D. Wesselink
Senior Vice President and Chief
Financial Officer

/s/ John J. Calamari                                                April 20, 1995            
- -------------------------------------------                 ----------------------------------
John J. Calamari
Vice President, Finance, and
Chief Accounting Officer

/s/ Arthur P. Bellis                                                April 20, 1995            
- -------------------------------------------                 ----------------------------------
Arthur P. Bellis, Director

/s/ Max Botel                                                       April 20, 1995            
- -------------------------------------------                 ----------------------------------
Max Botel, Director

/s/ Richard J. Braemer                                              April 20, 1995            
- -------------------------------------------                 ----------------------------------
Richard J. Braemer, Director

/s/ Anthony P. Brenner                                              April 20, 1995            
- -------------------------------------------                 ----------------------------------
Anthony P. Brenner, Director

/s/ William C. Dunkelberg                                           April 20, 1995           
- -------------------------------------------                 ----------------------------------
William C. Dunkelberg, Director

/s/ Robert C. Hall                                                  April 20, 1995           
- -------------------------------------------                 ----------------------------------
Robert C. Hall, Director

/s/ Warren W. Kantor                                                April 20, 1995            
- -------------------------------------------                 ----------------------------------
Warren W. Kantor, Director

/s/ Ronald J. Naples                                                April 20, 1995            
- -------------------------------------------                 ----------------------------------
Ronald J. Naples, Director

/s/ Phillip A. Turberg                                              April 20, 1995            
- -------------------------------------------                 ----------------------------------
Phillip A. Turberg, Director
II-5
24
                                 EXHIBIT INDEX
Item
         ----
4.1.     Restated Certificate of Incorporation of Registrant, as amended (incorporated by reference to 
         Exhibit 4.1 to the Pre-Effective Amendment No. 1 to the Registrant's Registration Statement on 
         Form S-3 (File No. 33-53475), as filed with the Securities and Exchange Commission on June 10, 1994).

4.2.     By-Laws of Registrant, as amended (incorporated by reference to Exhibit 3.11 to the 
         Registrant's Current Report on Form 8-K dated December 22, 1994, filed the same date).

5.       Opinion of Gene S. Schneyer, Esquire (filed herewith).

15.      Not applicable.

23.1.    Consent of Arthur Andersen LLP (filed herewith).

24.2.    Consent of Gene S. Schneyer, Vice President, Secretary and General Counsel
         (included in Exhibit 5).

24.      Powers of Attorney (included on signature page).

27.      Not applicable.

28.      Not applicable.