SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Metris Companies Inc.
(Name of Issuer
Common
(Title of Class of Securities)
591598107
(CUSIP Number)
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons (Entities Only)
Fingerhut Companies, Inc.
IRS # 41-1396490
2) Check the Appropriate Box if a Member of a Group (a) [__]
(b) [__]
3) SEC Use Only
4) Citizenship or Place of Organization
Minnesota
Number of (5) Sole Voting Power
Shares
Beneficially 15,966,667
Owned by
Each (6) Shared Voting Power
Reporting
Person (7) Sole Dispositive Power
With
15,966,667
(8) Shared Dispositive Power
9) Aggregate Amount Beneficially Owned by Each Reporting Person
15,966,667
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares [__]
11) Percent of Class Represented by Amount in Row (9)
83.1%
12) Type of Reporting Person
SCHEDULE 13G
Item 1(a) Name of Issuer:
Metris Companies Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
600 S. Highway 169, Suite 1800,
St. Louis, Park, MN 55426
Item 2(a) Name of Person Filing:
Fingerhut Companies, Inc.
Item 2(b) Address of Principal Business Office or, if none, Residence:
4400 Baker Road
Minnetonka, MN 55343
Item 2(c) Citizenship:
Minnesota
Item 2(d) Title of Class of Securities:
Common
Item 2(e) CUSIP Number:
591598107
Item 3. Person filing is a:
Not Applicable
Item 4. Ownership.
If the percent of the class owned, as of December 31 of
the year covered by the statement, or as of the last day of
any month described in Rule 13d-1(b)(2), if applicable,
exceeds five percent, provide the following information as
of that date and identify those shares which there is a
right to acquire.
(a) Amount Beneficially Owned:
15,966,667
(b) Percent of Class:
83.1%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 15,966,667
(ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the
disposition of 15,966,667
(iv) shared power to dispose or to direct the
disposition of
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased
to be the beneficial owner of more than 5% of the class of
securities, check the following [__].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By The Parent
Holding Company.
See Exhibit A attached.
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Date: February 13, 1998
/s/Michael P. Sherman
(Signature)
Michael P. Sherman
Senior Vice President,
Business Development, General Counsel and Secretary
(Name and
Title)
EXHIBIT A
FFS Holdings, Inc.
