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) March 8, 2005

                              METRIS COMPANIES INC.
             (Exact name of registrant as specified in its charter)


         Delaware                      1-12351                 41-1849591
(State or other jurisdiction         (Commission             (IRS Employer
       of incorporation)             File number)            Identification No.)


10900 Wayzata Boulevard, Minnetonka, Minnesota               55305
  (Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code   (952) 525-5020

                                 Not Applicable
         (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:

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

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

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

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

Item 1.01.  Entry into a Material Definitive Agreement.

On March 8, 2005, Metris Companies Inc. ("Company") entered into a Second
Amendment to its Senior Secured Credit Agreement dated as of May 6, 2004
("Credit Agreement"). The Second Amendment was executed by Metris, the lenders
signatory to the Second Amendment, and Deutsche Bank Trust Company Americas, as
administrative agent and collateral agent for the lenders. The Second Amendment:

-    amended the definition section of the credit agreement to provide for a
     definition of "Auction Rate Securities,"

-    amended the definition of "Liquidity Amount" to specifically include
     "Investment Securities Available for Sale" Consisting of Auction Rate
     Securities meeting certain investment criteria as part of the liquidity
     amount calculation, and

-    amended the definition of "Permitted Investments" to specifically include
     Auction Rate Securities meeting certain investment criteria as a permitted
     investment.

Although no covenant breach was determined by any parties to the credit
agreement, the Second Amendment provided for a waiver to the extent that any
covenant breach may have occurred as a result of investments by the Company or
its subsidiaries in Auction Rate Securities.

The Company has invested in AA/Aa2 or higher rated auction rate securities
during the past four years. Auction rate securities are securities earning
income at a rate that is frequently reset to reflect current market conditions
via an auction. On each reset date, the Company buys and sells securities at
par. As of December 31, 2004 reset dates ranged from 2 to 31 days. At all times
the Company invests in securities with reset dates of 90 days or less. The
auction rate securities market is large and liquid, with over $250 billion of
securities currently outstanding. Historically, the Company has classified these
investments in cash and cash equivalents on its consolidated balance sheet.
However, in February 2005, the Company received new guidance and now classifies
these investments as available for sale securities.

Certain parties to the Credit Agreement, including Goldman, Sachs & Co. and
Deutsche Bank Trust Company Americas and their respective affiliates, have from
time to time performed, and may in the future perform, various financial
advisory and investment banking services for Metris and its affiliates, for
which they have received or will receive customary fees and expenses. Certain of
these parties and their affiliates also have arranged or participated in conduit
lending facilities for the Metris Master Trust.

                                   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.

                                            METRIS COMPANIES INC.


Dated:  March 9, 2005                       By:/s/William A. Houlihan
                                               William A. Houlihan
                                               Executive Vice President and CFO