<PAGE>

Filed With the Securities and Exchange Commission, via the EDGAR system, on
March 25, 2003

                                                       Registration No. 33-
                                                                           -----

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

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

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

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

         Delaware                                      23-1462070
         --------                                      ----------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)


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


                                  ADVANTA CORP.
                              EMPLOYEE SAVINGS PLAN
                            (Full title of the Plan)

                            Elizabeth H. Mai, Esquire
                                  Advanta Corp.
                      Welsh and McKean Roads, P.O. Box 844
                             Spring House, PA 19477
                     (Name and Address of Agent For Service)
                                 (215) 657-4000
          (Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:
                              Jay A. Dubow, Esquire
                     Wolf, Block, Schorr and Solis-Cohen LLP
                          1650 Arch Street, 22nd Floor
                           Philadelphia, PA 19103-2097
                                 (215) 977-2000

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Title of Each Class of       Amount to be      Proposed Maximum Offering  Proposed Maximum Aggregate    Amount of
Securities to be Registered  Registered(1)(2)    Price Per Share (3)          Offering Price (3)      Registration Fee
---------------------------  ----------------    -------------------          ------------------      ----------------
<S>                          <C>                    <C>                        <C>                       <C>
Class B

Common Stock,
$.01 par value.....           500,000               $8.08                      $4,040,000.00             $326.84
                              -------               -----                      -------------             -------
</TABLE>
<PAGE>
(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) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.

(3) 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
March 21, 2003.
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      Information required by Part I of Form S-8 shall be included in documents
to be sent or given to participants in the Advanta Corp. Employee Savings Plan,
pursuant to Rule 428(b)(1)(i) under the Securities Act of 1933.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents filed by Advanta Corp. (the "Registrant") with the
Securities and Exchange Commission (the "Commission"), are incorporated into
this Registration Statement by reference:

      (a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2002.

      (b) The Advanta Corp. Employee Savings Plan's Annual Report on Form 11-K
for the year ended December 31, 2001.

      (c) The description of the Registrant's common stock contained in its
Registration Statement on Form 8-A filed under Section 12(g) of the Exchange Act
on August 14, 1995, including all amendments or reports filed for the purpose of
updating such description.

      (d) The description of the Registrant's purchase rights contained in its
Registration Statement on Form 8-A filed under Section 12(g) of the Exchange Act
on March 17, 1997, including all amendments or reports filed for the purpose of
updating such description.

      (e) The Registrant's Current Reports on Form 8-K filed with the Commission
on January 17, January 23, and January 27, 2003.

      All documents subsequently filed by the Registrant or the Advanta Corp.
Employee Savings Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act after the date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement 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
hereof to the extent that a statement contained herein (or in any subsequently
filed document which also is incorporated by reference herein) modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part hereof.
<PAGE>
ITEM 4.  DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      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 Registrant provide that the Registrant shall
indemnify any director, officer, employee or agent of the Registrant to the
fullest extent now or hereafter permitted by law in connection with any such
action, suit or proceeding. The By-Laws further provide that the Board of
Directors of the Registrant may, by resolution, indemnify any person other than
a director, officer, employee or agent of the Registrant for liabilities
incurred in connection with services rendered for or at the request of the
Registrant or its subsidiaries. In addition, consistent with Section 102 of the
Delaware General Corporation Law, the Registrant's Restated Certificate of
Incorporation limits the personal liability of the Registrant's directors to the
Registrant 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.

      Section 2.9 of the Advanta Corp. Employee Savings Plan provides that the
Registrant will indemnify and hold harmless to the maximum extent permitted by
its By-Laws each of the Plan's specified fiduciaries who are employees, officers
or directors of the Registrant or any "participating company" or "related
entity" (as those terms are defined in the Plan) from any claim, damage, loss or
expense, including litigation expenses and attorneys' fees, resulting from such
person's service as a fiduciary of the Plan, unless the claim, damage, loss or
expense results from the fiduciary's gross negligence.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.  EXHIBITS.

4.1   Restated Certificate of Incorporation of Registrant (incorporated by
      reference to Exhibit 4.1 to Pre-Effective Amendment No. 1 to the
      Registrant's Registration Statement on Form S-3 (File No. 33-53475), filed
      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, as further
      amended by the Certificate of Designations,
<PAGE>
      Preferences, Rights and Limitations of the Registrant's Series A Junior
      Participating Preferred Stock incorporated by reference to Exhibit 1 to
      the Registrant's Registration Statement on Form 8-A, dated March 17,
      1997).

4.2   Bylaws of the Registrant, as amended (incorporated by reference to Exhibit
      3.1 to the Registrant's Current Report on Form 8-K, dated March 17, 1997).

4.3   Rights Agreement, dated as of March 14, 1997, by and between the
      Registrant and the Rights Agent (incorporated by reference to Exhibit 1 to
      the Registrant's Registration Statement on Form 8-A, dated March 17,
      1997), as amended by Amendment No. 1, dated as of June 4, 1998, to the
      Rights Agreement, dated as of March 14, 1997, by and between the
      Registrant and the Rights Agent (incorporated by reference to Exhibit 1 to
      the Registrant's Amended Registration Statement on Form 8-A/A, dated June
      11, 1998), as further amended by Amendment No. 2, dated as of September 4,
      1998, to the Rights Agreement, dated as of March 14, 1997, by and between
      the Registrant and the Rights Agent (incorporated by reference to Exhibit
      1 to the Registrant's Amended Registration Statement on Form 8-A/A, dated
      September 23, 1998).

4.4   Advanta Corp. Employee Savings Plan (Amended and Restated Generally
      Effective January 1, 2001) (filed herewith).

4.5   Amendment No. 1 to the Advanta Corp. Employee Savings Plan (filed
      herewith).

4.6   Amendment No. 2 to the Advanta Corp. Employee Savings Plan (filed
      herewith).

5     Opinion of Wolf, Block, Schorr and Solis-Cohen LLP (filed herewith).

23.1  Consent of KPMG LLP (filed herewith).

23.2  Explanation Concerning Absence of Consent of Arthur Andersen LLP (filed
      herewith).

23.3  Consent of Wolf, Block, Schorr and Solis-Cohen LLP (included in Exhibit
      5).

24    Powers of Attorney (included on signature page).

      The Registrant hereby undertakes that it will submit or has submitted the
Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner and that it has made or will make all changes required by the IRS
in order to qualify the Advanta Corp. Employee Savings Plan under ERISA.

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.
<PAGE>
      (i)   To include any prospectus required by Section 10(a)(3) of the
            Securities Act of 1933;

      (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. Notwithstanding the foregoing,
            any increase or decrease in volume of securities offered (if the
            total dollar value of securities offered would not exceed that which
            was registered) and any deviation from the low or high end of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Commission pursuant to Rule 424(b) if, in
            the aggregate, the changes in volume and price represent no more
            than 20 percent change in the maximum aggregate offering price set
            forth in the "Calculation of Registration Fee" table in the
            effective registration statement.

      (iii) To include any material information with respect to the plan of
            distribution not previously disclosed in the registration statement
            or any material change to such information in the registration
            statement;

            provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
            apply if the registration statement is on Form S-3, Form S-8 or Form
            F-3, and the information required to be included in a post-effective
            amendment by those paragraphs is contained in periodic reports filed
            with or furnished to the Commission by the registrant pursuant to
            Section 13 or 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 15(d) of the Securities
Exchange Act of 1934 (and, when applicable, each filing of an employee benefit
plan's annual report pursuant to 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.
<PAGE>
      (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
proceeding) 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 adjudication of such issue.
<PAGE>
                        SIGNATURES AND POWER OF ATTORNEY

      Pursuant to the requirements of the Securities Act of 1933, as amended,
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 this 25th day of March, 2003.

                                             Advanta Corp.

                                             By: /s/ William A. Rosoff
                                                 -------------------------------
                                             William A. Rosoff,
                                             President and Vice Chairman of the
                                             Board

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Dennis Alter, William A. Rosoff, Philip M. Browne
and Elizabeth H. Mai, and each of them, jointly and severally, his or her true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments to this Registration
Statement (including, without limitation, post-effective amendments), and to
file the same with all exhibits thereto, and other documents in connection
therewith (including, without limitation, any related Registration Statement or
amendment thereto filed in accordance with Rule 462 under the Securities Act of
1933, as amended), with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents 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, as fully as to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on March 25, 2003.

<TABLE>
<CAPTION>
Name                                         Title
----                                         -----
<S>                                          <C>
/s/ Dennis Alter                             Chairman of the Board and Chief Executive
-----------------------------                Officer
Dennis Alter

/s/ William A. Rosoff                        President and Vice Chairman of the Board
-----------------------------
William A. Rosoff

/s/ Philip M. Browne                         Senior Vice President and
-----------------------------                Chief Financial Officer
Philip M. Browne
</TABLE>
<PAGE>
<TABLE>
<S>                                          <C>
/s/ David B. Weinstock                       Vice President and
-----------------------------                Chief Accounting Officer
David B. Weinstock

/s/ Arthur Bellis                            Director
-----------------------------
Arthur Bellis

/s/ Robert S. Blank                          Director
-----------------------------
Robert S. Blank

/s/ Max Botel                                Director
-----------------------------
Max Botel

/s/ Dana Becker Dunn                         Director
-----------------------------
Dana Becker Dunn

/s/ Ronald Lubner                            Director
-----------------------------
Ronald Lubner

/s/ Olaf Olafsson                            Director
-----------------------------
Olaf Olafsson

/s/ Robert H. Rock                           Director
-----------------------------
Robert H. Rock

/s/ Michael Stolper                          Director
-----------------------------
Michael Stolper
</TABLE>
<PAGE>
      Pursuant to the requirements of the Securities Act of 1933, the Advanta
Corp. Employee Savings Plan has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the Lower
Gwynedd Township, Montgomery County, Commonwealth of Pennsylvania, on March 25,
2003.

                                             Advanta Corp. Employee Savings Plan

                                             By: /s/ Philip M. Browne
                                                 -------------------------------
                                             Philip M. Browne, Member of the
                                             Committee Administering the Plan
<PAGE>
                                  EXHIBIT INDEX

Item

      4.1   Restated Certificate of Incorporation of Registrant (incorporated by
            reference to Exhibit 4.1 to Pre-Effective Amendment No. 1 to the
            Registrant's Registration Statement on Form S-3 (File No. 33-53475),
            filed 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, as further amended by the Certificate of
            Designations, Preferences, Rights and Limitations of the
            Registrant's Series A Junior Participating Preferred Stock
            incorporated by reference to Exhibit 1 to the Registrant's
            Registration Statement on Form 8-A, dated March 17, 1997).

      4.2   Bylaws of the Registrant, as amended (incorporated by reference to
            Exhibit 3.1 to the Registrant's Current Report on Form 8-K, dated
            March 17, 1997).

      4.3   Rights Agreement, dated as of March 14, 1997, by and between the
            Registrant and the Rights Agent (incorporated by reference to
            Exhibit 1 to the Registrant's Registration Statement on Form 8-A,
            dated March 17, 1997), as amended by Amendment No. 1, dated as of
            June 4, 1998, to the Rights Agreement, dated as of March 14, 1997,
            by and between the Registrant and the Rights Agent (incorporated by
            reference to Exhibit 1 to the Registrant's Amended Registration
            Statement on Form 8-A/A, dated June 11, 1998), as further amended by
            Amendment No. 2, dated as of September 4, 1998, to the Rights
            Agreement, dated as of March 14, 1997, by and between the Registrant
            and the Rights Agent (incorporated by reference to Exhibit 1 to the
            Registrant's Amended Registration Statement on Form 8-A/A, dated
            September 23, 1998).

      4.4   Advanta Corp. Employee Savings Plan (Amended and Restated Generally
            Effective January 1, 2001) (filed herewith).

      4.5   Amendment No. 1 to the Advanta Corp. Employee Savings Plan (filed
            herewith).

      4.6   Amendment No. 2 to the Advanta Corp. Employee Savings Plan (filed
            herewith).

      5     Opinion of Wolf, Block, Schorr and Solis-Cohen LLP (filed herewith).

      23.1  Consent of KPMG LLP (filed herewith).

      23.2  Explanation Concerning Absence of Consent of Arthur Andersen LLP
            (filed herewith).

      23.3  Consent of Wolf, Block, Schorr and Solis-Cohen LLP (included in
            Exhibit 5).

      24    Powers of Attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "filename": "w84755asv8.txt", "description": "FORM S-8: ADVANTA CORP EMPLOYEE SAVINGS PLAN", "secsgml_size_bytes": 23933}]
{"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": "333-104014", "film-number": "03616518"}, "business-address": {"street1": "P.O. BOX 844", "street2": "WELSH & MCKEAN ROADS", "city": "SPRING HOUSE", "state": "PA", "zip": "19477", "phone": "2154445051"}, "mail-address": {"street1": "C/O WELSH & MCKEAN ROADS", "street2": "P.O. BOX 844", "city": "SPRING HOUSE", "state": "PA", "zip": "19477-0844"}, "former-company": [{"former-conformed-name": "TEACHERS SERVICE ORGANIZATION INC", "date-changed": "19850812"}, {"former-conformed-name": "TSO FINANCIAL CORP", "date-changed": "19880306"}]}
Filed With the Securities and Exchange Commission, via the EDGAR system, on
March 25, 2003

                                                       Registration No. 33-
                                                                           -----

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

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

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

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

         Delaware                                      23-1462070
         --------                                      ----------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

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

                                  ADVANTA CORP.
                              EMPLOYEE SAVINGS PLAN
                            (Full title of the Plan)

                            Elizabeth H. Mai, Esquire
                                  Advanta Corp.
                      Welsh and McKean Roads, P.O. Box 844
                             Spring House, PA 19477
                     (Name and Address of Agent For Service)
                                 (215) 657-4000
          (Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:
                              Jay A. Dubow, Esquire
                     Wolf, Block, Schorr and Solis-Cohen LLP
                          1650 Arch Street, 22nd Floor
                           Philadelphia, PA 19103-2097
                                 (215) 977-2000

                         CALCULATION OF REGISTRATION FEE
Title of Each Class of       Amount to be      Proposed Maximum Offering  Proposed Maximum Aggregate    Amount of
Securities to be Registered  Registered(1)(2)    Price Per Share (3)          Offering Price (3)      Registration Fee
---------------------------  ----------------    -------------------          ------------------      ----------------
Class B

Common Stock,
$.01 par value.....           500,000               $8.08                      $4,040,000.00             $326.84
                              -------               -----                      -------------             -------
(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) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.

(3) 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
March 21, 2003.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      Information required by Part I of Form S-8 shall be included in documents
to be sent or given to participants in the Advanta Corp. Employee Savings Plan,
pursuant to Rule 428(b)(1)(i) under the Securities Act of 1933.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents filed by Advanta Corp. (the "Registrant") with the
Securities and Exchange Commission (the "Commission"), are incorporated into
this Registration Statement by reference:

      (a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2002.

      (b) The Advanta Corp. Employee Savings Plan's Annual Report on Form 11-K
for the year ended December 31, 2001.

      (c) The description of the Registrant's common stock contained in its
Registration Statement on Form 8-A filed under Section 12(g) of the Exchange Act
on August 14, 1995, including all amendments or reports filed for the purpose of
updating such description.

      (d) The description of the Registrant's purchase rights contained in its
Registration Statement on Form 8-A filed under Section 12(g) of the Exchange Act
on March 17, 1997, including all amendments or reports filed for the purpose of
updating such description.

      (e) The Registrant's Current Reports on Form 8-K filed with the Commission
on January 17, January 23, and January 27, 2003.

      All documents subsequently filed by the Registrant or the Advanta Corp.
Employee Savings Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act after the date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement 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
hereof to the extent that a statement contained herein (or in any subsequently
filed document which also is incorporated by reference herein) modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part hereof.
ITEM 4.  DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      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 Registrant provide that the Registrant shall
indemnify any director, officer, employee or agent of the Registrant to the
fullest extent now or hereafter permitted by law in connection with any such
action, suit or proceeding. The By-Laws further provide that the Board of
Directors of the Registrant may, by resolution, indemnify any person other than
a director, officer, employee or agent of the Registrant for liabilities
incurred in connection with services rendered for or at the request of the
Registrant or its subsidiaries. In addition, consistent with Section 102 of the
Delaware General Corporation Law, the Registrant's Restated Certificate of
Incorporation limits the personal liability of the Registrant's directors to the
Registrant 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.

      Section 2.9 of the Advanta Corp. Employee Savings Plan provides that the
Registrant will indemnify and hold harmless to the maximum extent permitted by
its By-Laws each of the Plan's specified fiduciaries who are employees, officers
or directors of the Registrant or any "participating company" or "related
entity" (as those terms are defined in the Plan) from any claim, damage, loss or
expense, including litigation expenses and attorneys' fees, resulting from such
person's service as a fiduciary of the Plan, unless the claim, damage, loss or
expense results from the fiduciary's gross negligence.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.  EXHIBITS.

4.1   Restated Certificate of Incorporation of Registrant (incorporated by
      reference to Exhibit 4.1 to Pre-Effective Amendment No. 1 to the
      Registrant's Registration Statement on Form S-3 (File No. 33-53475), filed
      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, as further
      amended by the Certificate of Designations,
Preferences, Rights and Limitations of the Registrant's Series A Junior
      Participating Preferred Stock incorporated by reference to Exhibit 1 to
      the Registrant's Registration Statement on Form 8-A, dated March 17,
      1997).

4.2   Bylaws of the Registrant, as amended (incorporated by reference to Exhibit
      3.1 to the Registrant's Current Report on Form 8-K, dated March 17, 1997).

4.3   Rights Agreement, dated as of March 14, 1997, by and between the
      Registrant and the Rights Agent (incorporated by reference to Exhibit 1 to
      the Registrant's Registration Statement on Form 8-A, dated March 17,
      1997), as amended by Amendment No. 1, dated as of June 4, 1998, to the
      Rights Agreement, dated as of March 14, 1997, by and between the
      Registrant and the Rights Agent (incorporated by reference to Exhibit 1 to
      the Registrant's Amended Registration Statement on Form 8-A/A, dated June
      11, 1998), as further amended by Amendment No. 2, dated as of September 4,
      1998, to the Rights Agreement, dated as of March 14, 1997, by and between
      the Registrant and the Rights Agent (incorporated by reference to Exhibit
      1 to the Registrant's Amended Registration Statement on Form 8-A/A, dated
      September 23, 1998).

4.4   Advanta Corp. Employee Savings Plan (Amended and Restated Generally
      Effective January 1, 2001) (filed herewith).

4.5   Amendment No. 1 to the Advanta Corp. Employee Savings Plan (filed
      herewith).

4.6   Amendment No. 2 to the Advanta Corp. Employee Savings Plan (filed
      herewith).

5     Opinion of Wolf, Block, Schorr and Solis-Cohen LLP (filed herewith).

23.1  Consent of KPMG LLP (filed herewith).

23.2  Explanation Concerning Absence of Consent of Arthur Andersen LLP (filed
      herewith).

23.3  Consent of Wolf, Block, Schorr and Solis-Cohen LLP (included in Exhibit
      5).

24    Powers of Attorney (included on signature page).

      The Registrant hereby undertakes that it will submit or has submitted the
Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner and that it has made or will make all changes required by the IRS
in order to qualify the Advanta Corp. Employee Savings Plan under ERISA.

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 1933;

      (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. Notwithstanding the foregoing,
            any increase or decrease in volume of securities offered (if the
            total dollar value of securities offered would not exceed that which
            was registered) and any deviation from the low or high end of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Commission pursuant to Rule 424(b) if, in
            the aggregate, the changes in volume and price represent no more
            than 20 percent change in the maximum aggregate offering price set
            forth in the "Calculation of Registration Fee" table in the
            effective registration statement.

      (iii) To include any material information with respect to the plan of
            distribution not previously disclosed in the registration statement
            or any material change to such information in the registration
            statement;

            provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
            apply if the registration statement is on Form S-3, Form S-8 or Form
            F-3, and the information required to be included in a post-effective
            amendment by those paragraphs is contained in periodic reports filed
            with or furnished to the Commission by the registrant pursuant to
            Section 13 or 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 15(d) of the Securities
Exchange Act of 1934 (and, when applicable, each filing of an employee benefit
plan's annual report pursuant to 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
proceeding) 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 adjudication of such issue.
SIGNATURES AND POWER OF ATTORNEY

      Pursuant to the requirements of the Securities Act of 1933, as amended,
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 this 25th day of March, 2003.

                                             Advanta Corp.

                                             By: /s/ William A. Rosoff
                                                 -------------------------------
                                             William A. Rosoff,
                                             President and Vice Chairman of the
                                             Board

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Dennis Alter, William A. Rosoff, Philip M. Browne
and Elizabeth H. Mai, and each of them, jointly and severally, his or her true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments to this Registration
Statement (including, without limitation, post-effective amendments), and to
file the same with all exhibits thereto, and other documents in connection
therewith (including, without limitation, any related Registration Statement or
amendment thereto filed in accordance with Rule 462 under the Securities Act of
1933, as amended), with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents 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, as fully as to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on March 25, 2003.
Name                                         Title
----                                         -----
/s/ Dennis Alter                             Chairman of the Board and Chief Executive
-----------------------------                Officer
Dennis Alter

/s/ William A. Rosoff                        President and Vice Chairman of the Board
-----------------------------
William A. Rosoff

/s/ Philip M. Browne                         Senior Vice President and
-----------------------------                Chief Financial Officer
Philip M. Browne
/s/ David B. Weinstock                       Vice President and
-----------------------------                Chief Accounting Officer
David B. Weinstock

/s/ Arthur Bellis                            Director
-----------------------------
Arthur Bellis

/s/ Robert S. Blank                          Director
-----------------------------
Robert S. Blank

/s/ Max Botel                                Director
-----------------------------
Max Botel

/s/ Dana Becker Dunn                         Director
-----------------------------
Dana Becker Dunn

/s/ Ronald Lubner                            Director
-----------------------------
Ronald Lubner

/s/ Olaf Olafsson                            Director
-----------------------------
Olaf Olafsson

/s/ Robert H. Rock                           Director
-----------------------------
Robert H. Rock

/s/ Michael Stolper                          Director
-----------------------------
Michael Stolper
Pursuant to the requirements of the Securities Act of 1933, the Advanta
Corp. Employee Savings Plan has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the Lower
Gwynedd Township, Montgomery County, Commonwealth of Pennsylvania, on March 25,
2003.

                                             Advanta Corp. Employee Savings Plan

                                             By: /s/ Philip M. Browne
                                                 -------------------------------
                                             Philip M. Browne, Member of the
                                             Committee Administering the Plan
EXHIBIT INDEX

Item

      4.1   Restated Certificate of Incorporation of Registrant (incorporated by
            reference to Exhibit 4.1 to Pre-Effective Amendment No. 1 to the
            Registrant's Registration Statement on Form S-3 (File No. 33-53475),
            filed 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, as further amended by the Certificate of
            Designations, Preferences, Rights and Limitations of the
            Registrant's Series A Junior Participating Preferred Stock
            incorporated by reference to Exhibit 1 to the Registrant's
            Registration Statement on Form 8-A, dated March 17, 1997).

      4.2   Bylaws of the Registrant, as amended (incorporated by reference to
            Exhibit 3.1 to the Registrant's Current Report on Form 8-K, dated
            March 17, 1997).

      4.3   Rights Agreement, dated as of March 14, 1997, by and between the
            Registrant and the Rights Agent (incorporated by reference to
            Exhibit 1 to the Registrant's Registration Statement on Form 8-A,
            dated March 17, 1997), as amended by Amendment No. 1, dated as of
            June 4, 1998, to the Rights Agreement, dated as of March 14, 1997,
            by and between the Registrant and the Rights Agent (incorporated by
            reference to Exhibit 1 to the Registrant's Amended Registration
            Statement on Form 8-A/A, dated June 11, 1998), as further amended by
            Amendment No. 2, dated as of September 4, 1998, to the Rights
            Agreement, dated as of March 14, 1997, by and between the Registrant
            and the Rights Agent (incorporated by reference to Exhibit 1 to the
            Registrant's Amended Registration Statement on Form 8-A/A, dated
            September 23, 1998).

      4.4   Advanta Corp. Employee Savings Plan (Amended and Restated Generally
            Effective January 1, 2001) (filed herewith).

      4.5   Amendment No. 1 to the Advanta Corp. Employee Savings Plan (filed
            herewith).

      4.6   Amendment No. 2 to the Advanta Corp. Employee Savings Plan (filed
            herewith).

      5     Opinion of Wolf, Block, Schorr and Solis-Cohen LLP (filed herewith).

      23.1  Consent of KPMG LLP (filed herewith).

      23.2  Explanation Concerning Absence of Consent of Arthur Andersen LLP
            (filed herewith).

      23.3  Consent of Wolf, Block, Schorr and Solis-Cohen LLP (included in
            Exhibit 5).

      24    Powers of Attorney (included on signature page).