SecProbe.io

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Mail Stop 4561

								September 23, 2005

By U.S. Mail and facsimile to (952) 593-4733

William A. Houlihan
Executive Vice President and Chief Financial Officer
Metris Companies Inc.
10900Wayzata Boulevard
Minnetonka, MN  55305

Re:	Metris Companies Inc.
	Form 10-K for the Fiscal Year Ended December 31, 2004
	File No. 001-12351

Dear Mr. Houlihan:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Please be as detailed as necessary in
your explanation.  In some of our comments, we may ask you to
provide
us with information so we may better understand your disclosure.
After reviewing this information, we may raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the fiscal year ended December 31, 2004

Results of Operations, page 33

1. We note your disclosure of the components of "Loss on new
securitizations of receivables to the Metris Master Trust" on page
34.  Please tell us the nature of each component, how you
determined
the amount, and your basis for including them within this line
item.
2. Please tell us how recurring losses on new securitizations
impacts
your decision to continue to securitize your credit card
receivables.

3. Please tell us how you determine the amount of the (loss)/gain
on
replenishment of receivables.  Tell us how you determine the
amount
of the discount recorded and the discount accretion.

4. Please tell us the following regarding your securitization
activities, providing sample journal entries as needed for
clarity:

* how and when you determine the portfolio of receivables to
securitize;
* the typical time period between when a receivable is originated,
when you decide to securitize it, and when you enter into the
securitization transaction;
* how you determined the fair value of those receivables when the
decision to securitize them was made;
* how you recorded the adjustment to reflect the receivables at
lower
of cost or market when the decision to securitize them is made;
* how you recognized any deterioration in fair value of the
receivables between the time you made the decision to securitize
and
the time you entered into the securitization transaction;
* how you recorded the removal of the receivables when you entered
into the securitization transaction; and
* the fair value and carrying amount of receivables securitized
and
the related provision for loan losses recorded during 2003, 2004,
and
the six-months ended June 30, 2005.

Note 2 - Significant Accounting Policies - Debt Waiver Products,
page
65

5. We note that you recognize debt waiver products revenue the
month
following the completion of the cancellation period, which is one
month.  Please tell us the terms of the debt waiver products and
how
they impact your revenue recognition policy.  Tell us how your
revenue recognition policy is consistent with SAB Topic 13.

Note 4 - Allowance for Loan Losses, page 69

6. We note your disclosure that you recorded about $1.9 million of
allowance related to reacquired assets in 2004.  Please tell us
the
fair value of assets reacquired and describe the facts and
circumstances leading to the reacquisition of assets.  Tell us how
you considered the potential to reacquire assets in your initial
accounting treatment of the transfer of these assets.  Refer to
paragraph 9 of SFAS 140.

Note 9 - Portfolio Sales, page 72

7. We note your disclosure regarding the $117.2 million loss on
the
sale of credit card loans in 2003.  Please tell us the following,
providing sample journal entries as needed for clarity:

* when you determined to sell the portfolio and when you entered
into
the sales transaction;
* how you determined the portfolio fair value when you decided to
sell the portfolio;
*  how you recorded the adjustment to reflect the receivables at
lower of cost or market when the decision to sell them was made;
* how you recognized any deterioration in fair value of the
receivables between the time you made the decision to securitize
and
the time you entered into the securitization transaction;
* how you recorded the removal of the receivables when you entered
into the sales transaction; and
* the fair value and carrying amount of receivables sold and the
related provision for loan losses recorded during 2003 and 2004.
8. Please provide us with a similar analysis regarding the
delinquent
portfolio sales in 2003 and 2002.
* * * * *

       Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please file
your
response on EDGAR.  Detailed cover letters greatly facilitate our
review.  Please understand that we may have additional comments
after
reviewing your amendment and responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Matthew Komar (Staff Accountant) at (202)
551-
3781 or me at  (202) 551-3449 if you have questions regarding
comments on the financial statements and related matters.

      Sincerely,

      Joyce Sweeney
								Accounting Branch Chief

William A. Houlihan
Metris Companies Inc.
September 23, 2005
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