8-K

UNITED STATES
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) July 21, 2008

Advanta Corp.

(Exact name of registrant as specified in its charter)

Delaware	0-14120	23-1462070
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

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

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.05 Costs Associated with Exit or Disposal Activities.

Advanta Corp. (“Advanta” or the “Company”) previously disclosed its decision to move forward with initiatives to outsource certain business processes within the areas of: information technology, customer service, collections and accounting and finance. On July 24, 2008, in connection with these outsourcing initiatives, the Company decided to move forward with a reduction of workforce in these business areas. The reduction of workforce will be phased in over time and is expected to be substantially complete by April 2009. In connection with the reduction of workforce, the Company expects to incur expenses of approximately $6.0 million to $6.5 million related to severance and related costs and expects to accrue such amounts as affected employees are notified in 2008 and 2009. We expect substantially all of the expenses associated with the reduction of workforce to result in cash expenditures. In connection with the outsourcing initiatives, we expect to significantly reduce the operating costs related to these business processes in future years by over $15 million a year and we expect to reach this run rate by the latter part of 2009.

Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On July 21, 2008, the Plan Administrator for the Advanta Corp. Employee Savings Plan (the “401(k) Plan”) notified Advanta Corp. (“Advanta” or the “Company”) of a proposed blackout period regarding the 401(k) Plan, in accordance with the requirements of Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974, as amended. The blackout period for the 401(k) Plan is scheduled to begin on Thursday, August 28, 2008, at 11:00 a.m. Eastern Time and is expected to end during or before the week of October 12, 2008 (the “Plan Blackout Period”). The Plan Blackout Period is required in order to effect a transition of the administration of the 401(k) Plan to a new service provider.

During the Plan Blackout Period, participants in the 401(k) Plan will be temporarily suspended from making certain transactions under the 401(k) Plan, including borrowing or taking distributions from accounts, changing contribution rates, or directing or diversifying investments. Notice of the Plan Blackout Period is being sent to all participants or beneficiaries under the 401(k) Plan beginning on July 28, 2008.

On July 28, 2008, Advanta is sending a notice to its directors and executive officers informing them of the Plan Blackout Period and the prohibitions on engaging in any non-exempt transactions in equity securities (including Class A and Class B common stock) of Advanta during the Plan Blackout Period, as well as during the regularly scheduled quarterly blackout periods applicable to directors and certain employees (including all executive officers) (the “Notice”). The regularly scheduled quarterly blackout period for the third quarter will begin during the Plan Blackout Period and may not end until after the end date of the Plan Blackout Period.

The Notice is provided to Advanta’s directors and executive officers pursuant to the requirements of Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and Exchange Commission’s Regulation BTR. A copy of the Notice is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

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. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) severance and related costs being different from estimated amounts; (2) disruption in our business associated with the reduction in workforce and implementation of the outsourcing initiatives; (3) a change in the timing of or our plans for implementing the reduction in workforce and implementation of the outsourcing initiatives; (4) difficulties achieving the expected operating cost reductions due to, among other things, operational delays associated with new systems and processes and changes in personnel; (5) changes in the estimated timing for completion of the reduction in workforce; (6) political conditions, social conditions, monetary and fiscal policies and general economic and other environmental conditions, including the impact of the recent disruption in the capital markets, the deterioration of the U.S. economy and potential for further deterioration and disruption, that affect the level of new account originations, customer spending, delinquencies, charge-offs, and other results of operations; (7) changes in accounting policies or practices as may be required by changes in U.S. generally accepted accounting principles; and (8) the ability to attract and retain key personnel. 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The exhibit listed on the Exhibit Index accompanying this 8-K is filed herewith.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Advanta Corp. (Registrant)
Date: July 25, 2008	By:	/s/ Jay A. Dubow          Jay A. Dubow
		Senior Vice President,          Chief Administrative Officer,          Secretary and General Counsel

EXHIBIT INDEX

Number	Description
99.1	Notice of Blackout Period provided to Advanta Corp. directors and executive officers

EX-99.1

Exhibit 99.1

NOTICE OF BLACKOUT PERIOD

To:	Members of the Board of Directors and Executive Officers of Advanta Corp.
From:	Jay A. Dubow, Senior Vice President, Chief Administrative Officer, Secretary and General Counsel
Dated:	July 28, 2008

As you know, you may not buy or sell equity securities of Advanta (including Class A and Class B Common Stock) during a specified period of time in each calendar quarter (the “Quarterly Blackout Period”). The Quarterly Blackout Period for the third quarter will begin on Tuesday, September 16, 2008 and will last until the second business day following the public release of Advanta’s third quarter 2008 earnings. You will be informed of the exact dates for the Quarterly Blackout Period for the third quarter in September in accordance with our typical practice.

Please note that the Quarterly Blackout Period for the third quarter is expected to overlap with – but may not necessarily end at the same time as – a separate blackout period for participants in the Advanta Corp. Employee Savings Plan (the “401(k) Plan”). The blackout period for the 401(k) Plan is required in order to effect a transition of the administration of the 401(k) Plan to a new service provider. As explained in the attached notice for the Advanta Corp. Employee Savings Plan, the blackout period for the 401(k) Plan is scheduled to begin on Thursday, August 28, 2008 at 11:00 a.m. Eastern Time, and is expected to end during or before the week of October 13, 2008 (the “Plan Blackout Period”).

Even if you are not a participant in the 401(k) Plan, you will be prohibited from trading in equity securities of Advanta, other than exempt transactions, beginning on August 28, 2008 and ending on the date of the expiration of the Quarterly Blackout Period for the third quarter or the date of the expiration of the Plan Blackout Period, whichever is later.

If you participate in the 401(k) Plan, you will be prohibited from performing transactions relating to the 401(k) Plan during the Plan Blackout Period. During this period, you will further be prohibited from trading in equity securities of Advanta, outside of the context of the 401(k) Plan, if those securities were acquired in connection with your service or employment as a director or executive officer of Advanta.

In addition, if you have any pending purchase or sale orders involving equity securities of Advanta that could be executed during a blackout period, you must be cancel them, unless they are exempt transactions or part of a written trading plan that has been cleared by Advanta.

Please refer to our Code of Ethics and Insider Trading Policy for further information regarding investment in Advanta securities and remember that you are prohibited from buying, selling or recommending securities while you are aware of material, non-public information about Advanta. Once these blackout periods end, you are still subject to the normal rules requiring pre-clearance of transactions involving equity securities of Advanta.

You may obtain, without charge, information regarding the Plan Blackout Period, including the actual ending date of the Plan Blackout Period by contacting Paul Jeffers, Advanta’s Vice President, Human Resources, by any of the following methods:

Phone – 215-657-4000

Mail – Advanta Corp., Welsh and McKean Roads, P.O. Box 844, Spring House, PA 19477-0844, Attention: Vice President, Human Resources.

Federal securities laws require us to provide this notice to you as a director or executive officer of Advanta. Please contact me at (215) 444-5927 or Liane Browne at (215) 444-5341 for further information or questions.

IMPORTANT NOTICE CONCERNING YOUR RIGHTS UNDER THE
ADVANTA CORP. EMPLOYEE SAVINGS PLAN

To:	All participants of the Advanta Corp. Employee Savings Plan (the “401(k) Plan”)
From:	Advanta Corp. Employee Savings Plan Administration Committee
Date:	July 28, 2008
Subject:	Advanta Corp. Employee Savings Plan transition from 401(k) Participant Account Link (“401kPal”) to Schwab Retirement Plan Services, Inc. (“Schwab”)

1.	This notice is to inform you that the 401(k) Plan will be changing recordkeepers from 401kPAL to Schwab.
2.	As a result of these changes, you will temporarily be unable to obtain a loan or distribution from the 401(k) Plan, change existing investment elections, change contribution rates or execute a fund transfer. This period, during which you will be unable to exercise these rights otherwise available under the 401(k) Plan, is called a “blackout period.” Whether or not you are planning retirement in the near future, we encourage you to carefully consider how this blackout period may affect your retirement planning, as well as your overall financial plan. Note: your regular bi-weekly pay contributions will not be affected by this blackout period.
3.	The 401(k) Plan transactions outlined above will be available as usual through August 28, 2008. The blackout period for the 401(k) Plan is expected to begin August 28, 2008 and end during or before the week of October 13, 2008. Detailed below are the dates certain activities will be temporarily unavailable.
4.	You must submit your requests to 401kPAL via telephone (888-732-4015) or web (www.401kPAL.com) by the date indicated below for the transaction you wish to complete. Requests to perform a direct rollover into the Plan must be received by mail by Advanta Corp., Corporate Compensation and Benefits, by the date indicated below. Completed distribution forms must be mailed to Participant Account Services, P.O. Box 1129, North Wales, PA 19454-0129, and received by the date indicated below.
	Loan Requests: All completed loan requests must be received by 401kPAL via phone or web prior to 11:00 a.m. ET on August  28, 2008.
	Hardship Requests: All completed hardship distribution requests must be received by mail by Participant Account Services prior to 11:00 a.m. ET on August 28, 2008.
	Termination Distributions: All completed termination distribution requests must be received by mail by Participant Account Services prior to 11:00 a.m. ET on August 28, 2008.
	Direct Rollover into 401kPAL: All completed rollover paperwork, including the check, must be received by mail by Advanta Corp., Attn: Corporate Compensation and Benefits, Welsh and McKean Roads, Spring House, PA 19477, prior to 11:00 a.m. ET on September 12, 2008.
	591/2 or Older In-Service Distributions: All completed 591/2 or older in-service distribution requests must be received by mail by Participant Account Services prior to 11:00 a.m. ET on September 12, 2008.
	Contribution Rate Changes: The last day to request a contribution rate change via phone or web from 401kPAL is prior to 11:00 a.m. ET on September 12, 2008.
	Investment Election Changes: The last day to request a change to your account investment elections via phone or web under 401kPAL is prior to 11:00 a.m. ET on September 23, 2008.
	Fund Transfers: The last day to execute a fund transfer via the phone or web under 401k PAL is prior to 11:00 a.m. ET on September 23, 2008.

	During the blackout period, you can determine whether the restricted period has started or ended by calling 1-800-724-7526.
5.	During the conversion to Schwab, the funds in your 401(k) Plan account will be automatically mapped (transferred) to Schwab funds similar to those 401kPAL funds in which you are currently invested if you do not make an investment election change through 401kPAL via telephone or web prior to 11:00 a.m. ET on September 23, 2008. As outlined above, after September 23 you will have the opportunity to change your investment election after the end of the blackout period before or during the week of October 13, 2008. You will receive detailed information from Schwab regarding fund mapping and available investment funds in the coming days.
6.	During the blackout period, you will be unable to change your existing investment elections or execute a fund transfer in your plan account. For this reason, it is very important that you review and consider the appropriateness of your current investments in light of your inability to change your existing investment elections or execute a fund transfer during the blackout period. For your long-term retirement security, you should give careful consideration to the importance of a well-balanced and diversified investment portfolio, taking into account all your assets, income and investments.
	If you have any questions concerning this notice, you should contact Betsy Batter at 215-444-5745 or Teresa Armstead at 215-444-6151, at Advanta Corp., Welsh & McKean Roads, P.O. Box 918, Spring House, PA 19477-08441.
	You should be aware that there is a risk to holding substantial portions of your assets in the securities of any one company, as individual securities tend to have wider price swings, up and down, in short periods of time, than investments in diversified funds. Stocks that have wide price swings might have a large loss during the blackout period, and you would not be able to direct the sale of such stocks from your account during the blackout period.

^©2008 Schwab Retirement Plan Services, Inc. All rights reserved.