<PAGE>   1



As Filed with the Securities and Exchange Commission, via the EDGAR system,
on December 30, 1996

                                                                Registration No.

                       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.)

Welsh & McKean Roads, P.O. Box 844, Spring House, PA                19477
----------------------------------------------------                -----
   (Address of Principal Executive Offices)                       (Zip Code)

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

                            Gene S. Schneyer, Esquire
                                  Advanta Corp.
                              Welsh & McKean Roads
                                  P.O. Box 844
                             Spring House, PA 19477
                                 (215) 657-4000
            (Name, address and telephone number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

Title of Securities   Amount to be     Proposed Maximum         Proposed Maximum           Amount of
to be Registered      Registered(1)    Offering Price Per       Aggregate Offering Price   Registration
                                       Share (2)                (2)                        Fee
-----------------------------------------------------------------------------------------------------------
<C>                   <C>              <C>                      <C>                        <C>
Class B
Common Stock,
$.01 par value.....   205,000          $40.875                  $8,379,375                 $2,890.00
-----------------------------------------------------------------------------------------------------------
</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
December 26, 1996.
<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)  Nos. 33-57516 and 333-04465 relating to the Registrant's 1992 Stock Option
     Plan, as amended;

(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)  Nos. 33-55492 and 333-04467 relating to the Registrant's Advanta Management
     Incentive Plan With Stock Election III, as amended;

(8)  Nos. 33-58029 and 333-04469 relating to Registrant's Advanta Management
     Incentive Plan With Stock Election IV, as amended;

(9)  Nos. 33-31456, 33-47305 and 33-54991 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.

(11) Nos. 33-50209 and 333-01681 relating to the Advanta Employee Savings Plan.


<PAGE>   3
                               REOFFER PROSPECTUS
                 Subject to Completion, Dated December 30, 1996

                                  ADVANTA CORP.

                     603,554 Shares of Class A Common Stock

                    2,863,706 Shares of Class B Common Stock





         The 603,554 shares of Class A Common Stock (par value $.01 per share)
and 2,863,706 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 December 26, 1996, the last sale price of the
Company's Class A Common Stock was $43.125 per share and the last sale price of
the Company's Class B Common Stock was $40.75 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 $3,800.00, 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 December_______, 1996.




                                       
<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 ..........................................               10
Description of Capital Stock ..................................               10
Experts .......................................................               15
</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 Commission maintains a Web site at
http://www.sec.gov containing reports, proxy statements and other information
regarding registrants, including the Company, that file electronically with the
Commission.

         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, 1995;

         2.   The Company's Quarterly Reports on Form 10-Q for the quarters
              ended March 31, 1996, June 30, 1996 and September 30, 1996.

         3.   The Company's Current Reports on Form 8-K dated January 23, 1996,
              April 18, 1996, April 22, 1996, July 8, 1996, July 18, 1996, 
              October 17, 1996 and December 17, 1996; and

         4.   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., Welsh & McKean Roads, P.O. Box 844, Spring House, Pennsylvania 19477,
telephone (215) 444-5335.

                                   THE COMPANY

         The Company serves consumers and small businesses through innovative
products and services primarily via direct, cost-effective delivery systems. The
Company primarily originates and services credit cards and mortgage loans. Other
products include commercial small-ticket equipment leasing, business credit
cards, insurance and deposit products. The Company utilizes consumer information
attributes, including credit assessments, usage patterns and other
characteristics, enhanced by proprietary information to match customer profiles
with appropriate products. At September 30, 1996, assets under management
totaled $18.4 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 Welsh & McKean
Roads, P.O. Box 844, Spring House, Pennsylvania. The Company's telephone number
at its principal executive offices is (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, Advanta National Bank USA
and Advanta National Bank (the "Bank Subsidiaries") do 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 the Banking
Subsidiaries and the Company's insurance subsidiaries affects the Company's
liquidity. For the reasons described above, dividends from the Bank Subsidiaries
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, however delinquencies and credit losses
have accelerated significantly in 1996. 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.

         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.

         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.

         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


                                       4
<PAGE>   7
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 December 28, 1996 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:

<TABLE>
<CAPTION>

                                                    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
----
<S>                                            <C>                     <C>                   <C>                     <C>
Dennis Alter,                                  4,943,856               167,722               4,776,134               26.6%
     Chairman and Director (3)
Alex W. "Pete" Hart,                                   0                     0                       0                  *
     Chief Executive Officer
     and Director (4)
Richard A. Greenawalt                            497,449               357,926                 139,523                  *
     President, Chief Operating
     Officer and Director (5)
William A. Rosoff,                                     0                     0                       0                  *
     Vice Chairman and
     Director (6)
James J. Allhusen,                                     0                     0                       0                  *
    Executive Vice President (7)
David D. Wesselink,                                    0                     0                       0                  *
     Senior Vice President
     and Chief Financial
     Officer (8)
William J. Razzouk,                                    0                     0                       0                  *
     Chief Executive Officer of
     Advanta Information
     Services, Inc.
Arthur P. Bellis,                                 60,478                12,900                  47,578                  *
     Director (9)
Max Botel,                                         8,712                 5,000                   3,712                  *
     Director (10)
Richard J. Braemer,                               64,940                31,170                  33,770                  *
     Director (11)
Dana Becker Dunn,                                      0                     0                       0                  *
     Director (12)
William C. Dunkelberg,                             4,650                 3,000                   1,650                  *
     Director (13)
Robert C. Hall,                                        0                     0                       0                  *
     Director (14)
Warren W. Kantor,                                 34,427                18,336                  16,091                  *
     Director (15)
James E. Ksansnak,                                     0                     0                       0                  *
     Director (16)
Ronald Lubner,                                         0                     0                       0                  *
     Director (17)
Ronald J. Naples,                                    750                     0                     750                  *
     Director (18)
Phillip A. Turberg,                               43,886                 7,500                  36,386                  *
     Director (19)
</TABLE>

* Less than 1%.

                                       6
<PAGE>   9
<TABLE>
<CAPTION>
                                                  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
----
<S>                                            <C>                     <C>                   <C>                     <C>
Dennis Alter,                                  2,728,243               605,321               2,122,922               8.3%
     Chairman and Director (3)
Alex W. "Pete" Hart,                             764,003               759,003                   5,000                 *
     Chief Executive Officer
     and Director (4)
Richard A. Greenawalt                            542,799               454,706                  88,093                 *
     President, Chief Operating
     Officer and Director (5)
William A. Rosoff,                               204,294               204,294                       0                 *
     Vice Chairman and
     Director (6)
James J. Allhusen,                               115,009               115,009                       0                 *
     Executive Vice President(7)
David D. Wesselink,                              120,581               120,581                       0                 *
     Senior Vice President
     and Chief Financial
     Officer(8)
William J. Razzouk,                              100,000               100,000                       0                 *
     Chief Executive Officer of
     Advanta Information
     Services, Inc.
Arthur P. Bellis,                                155,478                57,900                  97,578                 *
     Director(9)
Max Botel,                                        63,012                50,000                  13,012                 *
     Director(10)
Richard J. Braemer,                              102,440                76,170                  26,270                 *
     Director(11)
Dana Becker Dunn,                                 15,000                15,000                       0                 *
     Director(12)
William C. Dunkelberg,                            44,150                44,000                     150                 *
     Director(13)
Robert C. Hall,                                   34,000                33,000                   1,000                 *
     Director(14)
Warren W. Kantor,                                 96,000                86,222                   9,978                 *
     Director(15)
James E. Ksansnak,                                24,300                24,000                     300                 *
     Director (16)
Ronald Lubner,                                    15,000                15,000                       0                 *
     Director(17)
Ronald J. Naples,                                 51,750                51,000                     750                 *
     Director (18)
Phillip A. Turberg,                               91,886                52,500                  39,386                 *
     Director (19)
</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
December 28, 1996.

(2) Assumes the exercise of all currently outstanding options, including those
options that will become exercisable in the future.

(3) Ownership includes the following: (i) 337,500 shares of Class B Common Stock
subject to outstanding options that are currently exercisable; (ii) 999,462
shares of Class A Common Stock owned by a trust, the beneficiary of which is
Linda Alter, the sister of Dennis Alter, and pursuant to which Mr. Alter is sole
trustee; (iii) 150,000 shares of Class A Common Stock and 75,000 shares of Class
B Common Stock owned by Dennis Alter's wife; (iv) 168,824 shares of Class A
Common Stock and 175,194 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; (v) 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 (vi)
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 (ii), (iii), (iv), (v) and (vi) above.

         Ownership does not include 1,010 shares of the Company's Class A
Preferred Stock, 499,465 shares of Class A Common Stock and 393,065 shares of
Class B Common Stock owned by the estate of 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: (i) 150,000 shares of Class B Common Stock subject to
outstanding options that are currently exercisable; and (ii) 300,000 shares of
Class B Common Stock subject to currently outstanding options that will become
exercisable from time to time after February 28, 1997.

(5) Ownership includes the following: (i) 214,500 shares of Class A Common Stock
and 296,146 shares of Class B Common Stock subject to outstanding options that
are currently exercisable; (ii) 63,475 shares of Class A Common Stock and 55,650
shares of Class B Common Stock owned by Mr. Greenawalt's wife; (iii) 250 shares
of Class A Common Stock and 470 shares of Class B Common Stock held by Mr.
Greenawalt as custodian for his children; and (iv) 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. Mr. Greenawalt
disclaims beneficial ownership of all shares referenced in clauses (ii), (iii),
and (iv) above.

(6) Ownership includes 50,000 shares of Class B Common Stock subject to options
that will become exercisable from time to time after February 28, 1997.

(7) Ownership includes: (i) 20,000 shares of Class B Common Stock subject to
outstanding options that are currently exercisable; and (ii) 60,000 shares of
Class B Common Stock subject to currently outstanding options that will become
exercisable from time to time after February 28, 1997.

(8) Ownership includes: (i) 47,500 shares of Class B Common Stock subject to
outstanding options that are currently exercisable; and (ii) 42,500 shares of
Class B Common Stock subject to currently outstanding options that will become
exercisable from time to time after February 28, 1997.


                                       8
<PAGE>   11
(9) Ownership includes: (i) 12,900 shares of Class A Common Stock and 44,400
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
February 28, 1997.

(10) Ownership includes: (i) 5,000 shares of Class A Common Stock and 27,500
shares of Class B Common Stock subject to outstanding options that are currently
exercisable; and (ii) 22,500 shares of Class B Common Stock subject to currently
outstanding options that will become exercisable from time to time after
February 28, 1997;

(11) Ownership includes: (i) 31,170 shares of Class A Common Stock and 62,670
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
February 28, 1997.

(12) Ownership includes 15,000 shares of Class B Common Stock subject to
currently outstanding options that will become exercisable from time to time
after February 28, 1997.

(13) Ownership includes: (i) 3,000 shares of Class A Common Stock and 30,500
shares of Class B Common Stock subject to outstanding options that are currently
exercisable; (ii) 13,500 shares of Class B Common Stock subject to currently
outstanding options that will become exercisable from time to time after
February 28, 1997; 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.

(14) Ownership includes: (i) 10,500 shares of Class B Common Stock subject to
outstanding options that are currently exercisable; and (ii) 22,500 shares of
Class B Common Stock subject to currently outstanding options that will become
exercisable from time to time after February 28, 1997.

(15) Ownership includes 46,041 shares of Class B Common Stock subject to
outstanding options that will become exercisable from time to time after
February 28, 1996.

(16) Ownership includes: (i) 6,000 shares of Class B Common Stock subject to
outstanding options that are currently exercisable; and (ii) 18,000 shares of
Class B Common Stock subject to currently outstanding options that will become
exercisable from time to time after February 28, 1997.

(17) Ownership includes 15,000 shares of Class B Common Stock subject to
outstanding options that will become exercisable from time to time after
February 28, 1997.

(18) Ownership includes: (i) 37,500 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 outstanding options that will become exercisable
from time to time after February 28, 1997.

(19) Ownership includes: (1) 7,500 shares of Class A Common Stock and 39,000
shares of Class B Common Stock subject to outstanding options that are currently
exercisable; (ii) 13,500 shares of Class B Common Stock subject to outstanding
options that will become exercisable from time to time after February 28, 1997;
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.


                                       9
<PAGE>   12
                              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 17,945,531
shares were outstanding on December 28, 1996. 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 25,604,106 shares
were outstanding on December 28, 1996. 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 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,


                                       10
<PAGE>   13
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
December 26, l996 the last reported sale price on the NASDAQ-National Market
System for the Class A Common Stock was $43.1256 per share and the last reported
sale price on the NASDAQ-National Market System for the Class B Common Stock was
$40.75 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 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


                                       11
<PAGE>   14
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 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

                                       12
<PAGE>   15
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, 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 the estate of 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


                                       13
<PAGE>   16
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, of which 25,000 shares of one
series, the 6 3/4% Convertible Class B Preferred Stock, Series 1995 (Stock
Appreciation Income Linked Securities (SAILS)) (the "SAILS"), are currently
outstanding. No dividends may be declared or paid on the Company's outstanding
common stock unless and until dividends of $62.4375 per share, payable
quarterly, which are required to be paid on the SAILS (equivalent to $249.75 per
share per annum) have been paid. The SAILS are convertible into shares of Class
B Common Stock and, depending on the circumstances of such conversion, each
share of the SAILS will be convertible into a minimum of 81.97 shares of Class B
Common Stock and a maximum of 100 shares of Class B Common Stock, subject to
adjustment as appropriate under certain circumstances. Except in certain limited
circumstances and as required by law, the holders of the SAILS will not have any
voting rights. Upon the liquidation of the Company, the holders of the SAILS are
entitled to receive $3,700 per share ($92,500,000 in the aggregate) plus accrued
and unpaid dividends before any distributions are made to the holders of the
Company's common stock.

         The Company has no present plans to issue any additional shares of
Class B Preferred 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 (of which 25,000 shares of the SAILS are currently
issued and outstanding) 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 any additional shares of
Class B Preferred Stock.

         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.

         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.


                                       14
<PAGE>   17
                                     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.





                                       15
<PAGE>   18
           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, 1995;

        (b) the Company's Quarterly Reports on Form 10-Q for the quarters ended
            March 31, 1996, June 30, 1996, and September 30, 1996.

        (c) the Company's Current Reports on Form 8-K dated January 23, 1996,
            April 18, 1996, April 22, 1996, July 8, 1996, July 18, 1996, 
            October 17, 1996 and December 17, 1996; and

        (d) 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.


                                      II-1
<PAGE>   19
ITEM 7.  Not Applicable.


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, as amended by the Certificate of
                  Designations, Preferences, Rights and Limitations of the
                  Registrant's 6 3/4% Convertible Class B Preferred Stock,
                  Series 1995 (Stock Appreciation Income Linked Securities
                  (SAILS)) (incorporated by reference to Exhibit 4.3 to the
                  Registrant's Current Report on Form 8-K dated August 15,
                  1995).

         4.2      By-Laws of Registrant, as amended (incorporated by reference
                  to Exhibit 3-b to the Registrant's Annual Report on Form 10-K
                  for the fiscal year ended December 31, 1995, filed March 28,
                  1996).

         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


                                      II-2
<PAGE>   20
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.

                  (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>   21
                                   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 Lower Gwynedd Township, Montgomery County, Commonwealth of
Pennsylvania, on December 30, 1996.

                                 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, Alex W. Hart, William A. Rosoff,
Richard A. Greenawalt, David D. Wesselink, 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                                                       December 30, 1996
--------------------------------------------                  --------------------------
Dennis Alter
Chairman and  Director


/s/ Alex W.  Hart                                                      December 30, 1996
--------------------------------------------                  --------------------------
Alex W. Hart
Chief Executive Officer and
Director

/s/ Richard A. Greenawalt                                              December 30, 1996
--------------------------------------------                  --------------------------
Richard A. Greenawalt
President, Chief Operating
Officer and Director

/s/ William A. Rosoff                                                  December 30, 1996
--------------------------------------------                  --------------------------
William A. Rosoff
Vice Chairman and Director
</TABLE>


                                      II-4
<PAGE>   22
<TABLE>

<S>                                                           <C>
/s/ David D. Wesselink                                                 December 30, 1996
--------------------------------------------                  --------------------------
David D. Wesselink
Senior Vice President and Chief
Financial Officer


/s/ John J. Calamari                                                   December 30, 1996
--------------------------------------------                  --------------------------
John J. Calamari
Vice President, Finance, and
Chief Accounting Officer


/s/ Arthur P. Bellis                                                   December 30, 1996
--------------------------------------------                  --------------------------
Arthur P. Bellis, Director


/s/ Max Botel                                                          December 30, 1996
--------------------------------------------                  --------------------------
Max Botel, Director


/s/ Richard J. Braemer                                                 December 30, 1996
--------------------------------------------                  --------------------------
Richard J. Braemer, Director


/s/ William C. Dunkelberg                                              December 30, 1996
------------------------------------                          --------------------------
William C. Dunkelberg, Director


/s/ Dana Becker Dunn                                                   December 30, 1996
------------------------------------                          --------------------------
Dana Becker Dunn, Director


/s/ Robert C. Hall                                                     December 30, 1996
------------------------------------                          --------------------------
Robert C. Hall, Director


/s/ Warren W. Kantor                                                   December 30, 1996
--------------------------------------------                  --------------------------
Warren W. Kantor, Director


/s/ James E. Ksansnak                                                  December 30, 1996
--------------------------------------------                  --------------------------
James E. Ksansnak, Director


--------------------------------------------                  --------------------------
Ronald J. Naples, Director


/s/ Phillip A. Turberg                                                 December 30, 1996
--------------------------------------------                  --------------------------
Phillip A. Turberg, Director


/s/ Ronald Lubner                                                      December 30, 1996
--------------------------------------------                  --------------------------
Ronald Lubner, Director
</TABLE>


                                      II-5
<PAGE>   23
                                  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, as amended by the Certificate of
         Designations, Preferences, Rights and Limitations of the Registrant's 6
         3/4% Convertible Class B Preferred Stock, Series 1995 (Stock
         Appreciation Income Linked Securities (SAILS))(incorporated by
         reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K
         dated August 15, 1995).

4.2.     By-Laws of Registrant, as amended (incorporated by reference to Exhibit
         3-b to the Registrant's Annual Report on Form 10-K for the fiscal year
         ended December 31, 1995, filed March 28, 1996).

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

l5.      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.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 ADVANTA CORP.", "secsgml_size_bytes": 74728}]
{"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": "333-18993", "film-number": "96688289"}, "business-address": {"street1": "650 NAAMANS RD", "street2": "BRANDYWINE CORP CTR", "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 December 30, 1996

                                                                Registration No.

                       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.)

Welsh & McKean Roads, P.O. Box 844, Spring House, PA                19477
----------------------------------------------------                -----
   (Address of Principal Executive Offices)                       (Zip Code)

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

                            Gene S. Schneyer, Esquire
                                  Advanta Corp.
                              Welsh & McKean Roads
                                  P.O. Box 844
                             Spring House, PA 19477
                                 (215) 657-4000
            (Name, address and telephone number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE
Title of Securities   Amount to be     Proposed Maximum         Proposed Maximum           Amount of
to be Registered      Registered(1)    Offering Price Per       Aggregate Offering Price   Registration
                                       Share (2)                (2)                        Fee
-----------------------------------------------------------------------------------------------------------
Class B
Common Stock,
$.01 par value.....   205,000          $40.875                  $8,379,375                 $2,890.00
-----------------------------------------------------------------------------------------------------------
(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
December 26, 1996.
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)  Nos. 33-57516 and 333-04465 relating to the Registrant's 1992 Stock Option
     Plan, as amended;

(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)  Nos. 33-55492 and 333-04467 relating to the Registrant's Advanta Management
     Incentive Plan With Stock Election III, as amended;

(8)  Nos. 33-58029 and 333-04469 relating to Registrant's Advanta Management
     Incentive Plan With Stock Election IV, as amended;

(9)  Nos. 33-31456, 33-47305 and 33-54991 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.

(11) Nos. 33-50209 and 333-01681 relating to the Advanta Employee Savings Plan.
3
                               REOFFER PROSPECTUS
                 Subject to Completion, Dated December 30, 1996

                                  ADVANTA CORP.

                     603,554 Shares of Class A Common Stock

                    2,863,706 Shares of Class B Common Stock

         The 603,554 shares of Class A Common Stock (par value $.01 per share)
and 2,863,706 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 December 26, 1996, the last sale price of the
Company's Class A Common Stock was $43.125 per share and the last sale price of
the Company's Class B Common Stock was $40.75 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 $3,800.00, 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 December_______, 1996.
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 ..........................................               10
Description of Capital Stock ..................................               10
Experts .......................................................               15
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 Commission maintains a Web site at
http://www.sec.gov containing reports, proxy statements and other information
regarding registrants, including the Company, that file electronically with the
Commission.

         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, 1995;

         2.   The Company's Quarterly Reports on Form 10-Q for the quarters
              ended March 31, 1996, June 30, 1996 and September 30, 1996.

         3.   The Company's Current Reports on Form 8-K dated January 23, 1996,
              April 18, 1996, April 22, 1996, July 8, 1996, July 18, 1996, 
              October 17, 1996 and December 17, 1996; and

         4.   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., Welsh & McKean Roads, P.O. Box 844, Spring House, Pennsylvania 19477,
telephone (215) 444-5335.

                                   THE COMPANY

         The Company serves consumers and small businesses through innovative
products and services primarily via direct, cost-effective delivery systems. The
Company primarily originates and services credit cards and mortgage loans. Other
products include commercial small-ticket equipment leasing, business credit
cards, insurance and deposit products. The Company utilizes consumer information
attributes, including credit assessments, usage patterns and other
characteristics, enhanced by proprietary information to match customer profiles
with appropriate products. At September 30, 1996, assets under management
totaled $18.4 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 Welsh & McKean
Roads, P.O. Box 844, Spring House, Pennsylvania. The Company's telephone number
at its principal executive offices is (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, Advanta National Bank USA
and Advanta National Bank (the "Bank Subsidiaries") do 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 the Banking
Subsidiaries and the Company's insurance subsidiaries affects the Company's
liquidity. For the reasons described above, dividends from the Bank Subsidiaries
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, however delinquencies and credit losses
have accelerated significantly in 1996. 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.

         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.

         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.

         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

                                       4
7
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 December 28, 1996 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,                                  4,943,856               167,722               4,776,134               26.6%
     Chairman and Director (3)
Alex W. "Pete" Hart,                                   0                     0                       0                  *
     Chief Executive Officer
     and Director (4)
Richard A. Greenawalt                            497,449               357,926                 139,523                  *
     President, Chief Operating
     Officer and Director (5)
William A. Rosoff,                                     0                     0                       0                  *
     Vice Chairman and
     Director (6)
James J. Allhusen,                                     0                     0                       0                  *
    Executive Vice President (7)
David D. Wesselink,                                    0                     0                       0                  *
     Senior Vice President
     and Chief Financial
     Officer (8)
William J. Razzouk,                                    0                     0                       0                  *
     Chief Executive Officer of
     Advanta Information
     Services, Inc.
Arthur P. Bellis,                                 60,478                12,900                  47,578                  *
     Director (9)
Max Botel,                                         8,712                 5,000                   3,712                  *
     Director (10)
Richard J. Braemer,                               64,940                31,170                  33,770                  *
     Director (11)
Dana Becker Dunn,                                      0                     0                       0                  *
     Director (12)
William C. Dunkelberg,                             4,650                 3,000                   1,650                  *
     Director (13)
Robert C. Hall,                                        0                     0                       0                  *
     Director (14)
Warren W. Kantor,                                 34,427                18,336                  16,091                  *
     Director (15)
James E. Ksansnak,                                     0                     0                       0                  *
     Director (16)
Ronald Lubner,                                         0                     0                       0                  *
     Director (17)
Ronald J. Naples,                                    750                     0                     750                  *
     Director (18)
Phillip A. Turberg,                               43,886                 7,500                  36,386                  *
     Director (19)
* 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,                                  2,728,243               605,321               2,122,922               8.3%
     Chairman and Director (3)
Alex W. "Pete" Hart,                             764,003               759,003                   5,000                 *
     Chief Executive Officer
     and Director (4)
Richard A. Greenawalt                            542,799               454,706                  88,093                 *
     President, Chief Operating
     Officer and Director (5)
William A. Rosoff,                               204,294               204,294                       0                 *
     Vice Chairman and
     Director (6)
James J. Allhusen,                               115,009               115,009                       0                 *
     Executive Vice President(7)
David D. Wesselink,                              120,581               120,581                       0                 *
     Senior Vice President
     and Chief Financial
     Officer(8)
William J. Razzouk,                              100,000               100,000                       0                 *
     Chief Executive Officer of
     Advanta Information
     Services, Inc.
Arthur P. Bellis,                                155,478                57,900                  97,578                 *
     Director(9)
Max Botel,                                        63,012                50,000                  13,012                 *
     Director(10)
Richard J. Braemer,                              102,440                76,170                  26,270                 *
     Director(11)
Dana Becker Dunn,                                 15,000                15,000                       0                 *
     Director(12)
William C. Dunkelberg,                            44,150                44,000                     150                 *
     Director(13)
Robert C. Hall,                                   34,000                33,000                   1,000                 *
     Director(14)
Warren W. Kantor,                                 96,000                86,222                   9,978                 *
     Director(15)
James E. Ksansnak,                                24,300                24,000                     300                 *
     Director (16)
Ronald Lubner,                                    15,000                15,000                       0                 *
     Director(17)
Ronald J. Naples,                                 51,750                51,000                     750                 *
     Director (18)
Phillip A. Turberg,                               91,886                52,500                  39,386                 *
     Director (19)
*        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
December 28, 1996.

(2) Assumes the exercise of all currently outstanding options, including those
options that will become exercisable in the future.

(3) Ownership includes the following: (i) 337,500 shares of Class B Common Stock
subject to outstanding options that are currently exercisable; (ii) 999,462
shares of Class A Common Stock owned by a trust, the beneficiary of which is
Linda Alter, the sister of Dennis Alter, and pursuant to which Mr. Alter is sole
trustee; (iii) 150,000 shares of Class A Common Stock and 75,000 shares of Class
B Common Stock owned by Dennis Alter's wife; (iv) 168,824 shares of Class A
Common Stock and 175,194 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; (v) 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 (vi)
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 (ii), (iii), (iv), (v) and (vi) above.

         Ownership does not include 1,010 shares of the Company's Class A
Preferred Stock, 499,465 shares of Class A Common Stock and 393,065 shares of
Class B Common Stock owned by the estate of 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: (i) 150,000 shares of Class B Common Stock subject to
outstanding options that are currently exercisable; and (ii) 300,000 shares of
Class B Common Stock subject to currently outstanding options that will become
exercisable from time to time after February 28, 1997.

(5) Ownership includes the following: (i) 214,500 shares of Class A Common Stock
and 296,146 shares of Class B Common Stock subject to outstanding options that
are currently exercisable; (ii) 63,475 shares of Class A Common Stock and 55,650
shares of Class B Common Stock owned by Mr. Greenawalt's wife; (iii) 250 shares
of Class A Common Stock and 470 shares of Class B Common Stock held by Mr.
Greenawalt as custodian for his children; and (iv) 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. Mr. Greenawalt
disclaims beneficial ownership of all shares referenced in clauses (ii), (iii),
and (iv) above.

(6) Ownership includes 50,000 shares of Class B Common Stock subject to options
that will become exercisable from time to time after February 28, 1997.

(7) Ownership includes: (i) 20,000 shares of Class B Common Stock subject to
outstanding options that are currently exercisable; and (ii) 60,000 shares of
Class B Common Stock subject to currently outstanding options that will become
exercisable from time to time after February 28, 1997.

(8) Ownership includes: (i) 47,500 shares of Class B Common Stock subject to
outstanding options that are currently exercisable; and (ii) 42,500 shares of
Class B Common Stock subject to currently outstanding options that will become
exercisable from time to time after February 28, 1997.

                                       8
11
(9) Ownership includes: (i) 12,900 shares of Class A Common Stock and 44,400
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
February 28, 1997.

(10) Ownership includes: (i) 5,000 shares of Class A Common Stock and 27,500
shares of Class B Common Stock subject to outstanding options that are currently
exercisable; and (ii) 22,500 shares of Class B Common Stock subject to currently
outstanding options that will become exercisable from time to time after
February 28, 1997;

(11) Ownership includes: (i) 31,170 shares of Class A Common Stock and 62,670
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
February 28, 1997.

(12) Ownership includes 15,000 shares of Class B Common Stock subject to
currently outstanding options that will become exercisable from time to time
after February 28, 1997.

(13) Ownership includes: (i) 3,000 shares of Class A Common Stock and 30,500
shares of Class B Common Stock subject to outstanding options that are currently
exercisable; (ii) 13,500 shares of Class B Common Stock subject to currently
outstanding options that will become exercisable from time to time after
February 28, 1997; 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.

(14) Ownership includes: (i) 10,500 shares of Class B Common Stock subject to
outstanding options that are currently exercisable; and (ii) 22,500 shares of
Class B Common Stock subject to currently outstanding options that will become
exercisable from time to time after February 28, 1997.

(15) Ownership includes 46,041 shares of Class B Common Stock subject to
outstanding options that will become exercisable from time to time after
February 28, 1996.

(16) Ownership includes: (i) 6,000 shares of Class B Common Stock subject to
outstanding options that are currently exercisable; and (ii) 18,000 shares of
Class B Common Stock subject to currently outstanding options that will become
exercisable from time to time after February 28, 1997.

(17) Ownership includes 15,000 shares of Class B Common Stock subject to
outstanding options that will become exercisable from time to time after
February 28, 1997.

(18) Ownership includes: (i) 37,500 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 outstanding options that will become exercisable
from time to time after February 28, 1997.

(19) Ownership includes: (1) 7,500 shares of Class A Common Stock and 39,000
shares of Class B Common Stock subject to outstanding options that are currently
exercisable; (ii) 13,500 shares of Class B Common Stock subject to outstanding
options that will become exercisable from time to time after February 28, 1997;
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.

                                       9
12
                              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 17,945,531
shares were outstanding on December 28, 1996. 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 25,604,106 shares
were outstanding on December 28, 1996. 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 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,

                                       10
13
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
December 26, l996 the last reported sale price on the NASDAQ-National Market
System for the Class A Common Stock was $43.1256 per share and the last reported
sale price on the NASDAQ-National Market System for the Class B Common Stock was
$40.75 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 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

                                       11
14
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 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

                                       12
15
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, 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 the estate of 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

                                       13
16
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, of which 25,000 shares of one
series, the 6 3/4% Convertible Class B Preferred Stock, Series 1995 (Stock
Appreciation Income Linked Securities (SAILS)) (the "SAILS"), are currently
outstanding. No dividends may be declared or paid on the Company's outstanding
common stock unless and until dividends of $62.4375 per share, payable
quarterly, which are required to be paid on the SAILS (equivalent to $249.75 per
share per annum) have been paid. The SAILS are convertible into shares of Class
B Common Stock and, depending on the circumstances of such conversion, each
share of the SAILS will be convertible into a minimum of 81.97 shares of Class B
Common Stock and a maximum of 100 shares of Class B Common Stock, subject to
adjustment as appropriate under certain circumstances. Except in certain limited
circumstances and as required by law, the holders of the SAILS will not have any
voting rights. Upon the liquidation of the Company, the holders of the SAILS are
entitled to receive $3,700 per share ($92,500,000 in the aggregate) plus accrued
and unpaid dividends before any distributions are made to the holders of the
Company's common stock.

         The Company has no present plans to issue any additional shares of
Class B Preferred 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 (of which 25,000 shares of the SAILS are currently
issued and outstanding) 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 any additional shares of
Class B Preferred Stock.

         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.

         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.

                                       14
17
                                     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.

                                       15
18
           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, 1995;

        (b) the Company's Quarterly Reports on Form 10-Q for the quarters ended
            March 31, 1996, June 30, 1996, and September 30, 1996.

        (c) the Company's Current Reports on Form 8-K dated January 23, 1996,
            April 18, 1996, April 22, 1996, July 8, 1996, July 18, 1996, 
            October 17, 1996 and December 17, 1996; and

        (d) 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.

                                      II-1
19
ITEM 7.  Not Applicable.

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, as amended by the Certificate of
                  Designations, Preferences, Rights and Limitations of the
                  Registrant's 6 3/4% Convertible Class B Preferred Stock,
                  Series 1995 (Stock Appreciation Income Linked Securities
                  (SAILS)) (incorporated by reference to Exhibit 4.3 to the
                  Registrant's Current Report on Form 8-K dated August 15,
                  1995).

         4.2      By-Laws of Registrant, as amended (incorporated by reference
                  to Exhibit 3-b to the Registrant's Annual Report on Form 10-K
                  for the fiscal year ended December 31, 1995, filed March 28,
                  1996).

         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

                                      II-2
20
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.

                  (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
21
                                   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 Lower Gwynedd Township, Montgomery County, Commonwealth of
Pennsylvania, on December 30, 1996.

                                 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, Alex W. Hart, William A. Rosoff,
Richard A. Greenawalt, David D. Wesselink, 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                                                       December 30, 1996
--------------------------------------------                  --------------------------
Dennis Alter
Chairman and  Director

/s/ Alex W.  Hart                                                      December 30, 1996
--------------------------------------------                  --------------------------
Alex W. Hart
Chief Executive Officer and
Director

/s/ Richard A. Greenawalt                                              December 30, 1996
--------------------------------------------                  --------------------------
Richard A. Greenawalt
President, Chief Operating
Officer and Director

/s/ William A. Rosoff                                                  December 30, 1996
--------------------------------------------                  --------------------------
William A. Rosoff
Vice Chairman and Director
II-4
22
/s/ David D. Wesselink                                                 December 30, 1996
--------------------------------------------                  --------------------------
David D. Wesselink
Senior Vice President and Chief
Financial Officer

/s/ John J. Calamari                                                   December 30, 1996
--------------------------------------------                  --------------------------
John J. Calamari
Vice President, Finance, and
Chief Accounting Officer

/s/ Arthur P. Bellis                                                   December 30, 1996
--------------------------------------------                  --------------------------
Arthur P. Bellis, Director

/s/ Max Botel                                                          December 30, 1996
--------------------------------------------                  --------------------------
Max Botel, Director

/s/ Richard J. Braemer                                                 December 30, 1996
--------------------------------------------                  --------------------------
Richard J. Braemer, Director

/s/ William C. Dunkelberg                                              December 30, 1996
------------------------------------                          --------------------------
William C. Dunkelberg, Director

/s/ Dana Becker Dunn                                                   December 30, 1996
------------------------------------                          --------------------------
Dana Becker Dunn, Director

/s/ Robert C. Hall                                                     December 30, 1996
------------------------------------                          --------------------------
Robert C. Hall, Director

/s/ Warren W. Kantor                                                   December 30, 1996
--------------------------------------------                  --------------------------
Warren W. Kantor, Director

/s/ James E. Ksansnak                                                  December 30, 1996
--------------------------------------------                  --------------------------
James E. Ksansnak, Director

--------------------------------------------                  --------------------------
Ronald J. Naples, Director

/s/ Phillip A. Turberg                                                 December 30, 1996
--------------------------------------------                  --------------------------
Phillip A. Turberg, Director

/s/ Ronald Lubner                                                      December 30, 1996
--------------------------------------------                  --------------------------
Ronald Lubner, Director
II-5
23
                                  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, as amended by the Certificate of
         Designations, Preferences, Rights and Limitations of the Registrant's 6
         3/4% Convertible Class B Preferred Stock, Series 1995 (Stock
         Appreciation Income Linked Securities (SAILS))(incorporated by
         reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K
         dated August 15, 1995).

4.2.     By-Laws of Registrant, as amended (incorporated by reference to Exhibit
         3-b to the Registrant's Annual Report on Form 10-K for the fiscal year
         ended December 31, 1995, filed March 28, 1996).

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

l5.      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.