SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Metris Companies Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
591598 10 7
(CUSIP Number)
September 25, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the appropriate rule
pursuant to which this Schedule is filed.
[__] Rule 13d-1(b)
[__] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. 591598 10 7
1) Names of Reporting Persons. 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
5) SOLE VOTING POWER
NUMBER -0-
OF 6) SHARED VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 7) SOLE DISPOSITIVE POWER
EACH -0-
REPORTING
PERSON 8) SHARED DISPOSITIVE POWER
WITH -0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
None
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares [ ]
11) Percent of Class Represented by Amount in Row (9)
0%
12) Type of Reporting Person
CO
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 Stock, par value $.01 per share
Item 2(e) CUSIP Number:
591598 10 7
Item 3. Person filing is a:
Not Applicable
Item 4. Ownership.
(a) Amount Beneficially Owned:
NA
(b) Percent of Class:
NA
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote -0-
(ii) shared power to vote or to direct the vote -0-
(iii) sole power to dispose or to direct the
disposition of -0-
(iv) shared power to dispose or to direct the
disposition of -0-
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 [X].
Item 6. Ownership of More than Five Percent on Behalf
of Another Person.
-0-
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on By The
Parent Holding Company.
Not Applicable
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: October 5, 1998
/s/Michael P. Sherman
(Signature)
Michael P. Sherman
Executive Vice President,
Business Development, General Counsel and Secretary
(Name and Title)
