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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                      The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 25, 1999
                                                  ----------------

                                 Advantage Corp.
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             (Exact name of registrant as specified in its charter)

      Delaware                           0-14120                 23-1462020
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(State or other jurisdiction        (Commission File           (IRS Employer
 of incorporation)                      Number)              Identification No.)

Welsh and McKean Roads, P.O. Box 844, Spring House, PA           19477
- ------------------------------------------------------       ------------
   (Address of principal executive offices)                   (Zip Code)

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

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Item 5.        Other Events

        On October 25, 1999 Advanta Corp. (the "Company" or "Advanta") announced
the resignation of Olaf Olafsson from the position of President. Mr. Olafsson
will continue as a director of Advanta Corporation and as a special partner and
director of Advanta Partners, LP, a private equity investment firm in which
Advanta Corporation is the controlling investor. "I've enjoyed my time at
Advanta tremendously. We've made great progress in terms of the quality and
trajectory of earnings, new initiatives and partnerships. Now that we have
solidified our growth strategy, with Dennis and Bill to lead the Company toward
preeminence in its businesses, it is time for me to focus on challenges that
will allow me to remain closer to my home and young family in New York. While my
role as President has been rewarding, as one can imagine, commuting 4-5 hours
per day to and from Advanta's Spring House headquarters has been a challenge,"
said Mr. Olafsson. Mr. Olafsson will become Vice Chairman of Time Warner Digital
Media, located in Manhattan.

        Business operations will continue under the uninterrupted direction of
the Office of the Chairman, of which Mr. Olafsson was a part, now comprised of
Dennis Alter and William A. Rosoff. Mr. Rosoff will assume the title of
President.

        Dennis Alter, Chairman and Chief Executive Officer stated, "I have
accepted Olaf's resignation with mixed feelings. While we will miss his day to
day involvement on both personal and business levels, I respect his difficult
decision to make a move that is the right one for his family. We look forward to
many years of his continuing involvement and strategic insight as a director and
with Advanta Partners. We have many important and exciting initiatives in the
pipeline which Olaf has been involved in creating."

        During Mr. Olafsson's tenure as President, Advanta implemented an
automated sales and underwriting system at its mortgage business, began testing
a new origination and automated decisioning system to take business credit card
applications over the Internet, and took significant steps to refine processes
in its leasing business resulting in cost efficiencies. We continue these and
our previously discussed initiatives to increase profits, and optimize cash flow
and returns on invested capital.

        Advanta is a highly focused financial services company with over 2,400
employees, approximately $12.4 billion in managed assets and approximately $9.4
billion in assets serviced for third parties. Advanta provides consumers and
small businesses with innovative products and services including mortgages,
equipment leases, business credit cards, insurance and deposit products. The
Company also provides a full range of loan purchasing, contract servicing and
securitization services to the mortgage industry.

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This Current Report on Form 8-K contains forward-looking statements
that are subject to certain risks and uncertainties that could cause actual
results to differ materially from those projected. The most significant among
these risks and uncertainties are: (1) factors that affect consumer debt; (2)
competitive pressures; (3) the level of delinquencies and charge-offs; (4) the
rate of prepayments; (5) the level of expenses; (6) the timing of the
securitizations of the Company's receivables; (7) the timing and impact of cost
reduction measures implemented by the Company; and (8) the ratings on the debt
of the Company and its subsidiaries. Additional risks that may affect the
Company's future performance are detailed in the Company's filings with the
Securities and Exchange Commission, including its most recent Annual Report on
Form 10-K and its Quarterly Reports on Form 10-Q.


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Form 8-K                            Advanta Corp.
October 25, 1999

                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of l934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                      Advanta Corp.

                                      By: /s/ ELIZABETH H. MAI
                                         ---------------------------------------
                                         Elizabeth H. Mai, Senior Vice
                                         President,  Secretary and General
                                         Counsel

October 25, 1999