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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             -----------------------

                                   FORM 10-Q/A

                                   (Mark One)


[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

     For the quarterly period ended               September 30, 1998

                                         or

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For the transition period from             __________ to __________

Commission file number:                     001-12351


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


        Delaware                                          41-1849591
(State of Incorporation)                    (I.R.S. Employer Identification No.)


       600 South Highway 169, Suite 1800, St. Louis Park, Minnesota 55426
                    (Address of principal executive offices)


                                 (612) 525-5020
              (Registrant's telephone number, including area code)



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                             Yes   X           No
                                 -----            -----

As of October 30, 1998 19,244,750 shares of the registrant's common stock, par
value $.01 per share, were outstanding.

     The purpose of this Amendment No. 1 to Form 10-Q, filed by Metris Companies
Inc. on November 17, 1998 is to amend Exhibit 10.1 (i) Series 1998-1 Supplement.


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ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits:

               * 10.2   Shareholders Rights Agreement dated as of September 10,
                        1998 among Metris Companies Inc. and Norwest Bank
                        Minnesota, NA (incorporated by reference to Exhibit 4.1
                        of the Company's Form 8-K filed September 24, 1998).

               * 10.1   Amended and Restated Pooling and Servicing Agreement
                        dated as of July 30, 1998 among Metris Receivables, Inc.
                        ("MRI"), as Transferor, Direct Merchants Credit Card
                        Bank, N.A. ("DMCCB") as Servicer, and the Bank of New
                        York (Delaware) ("BONY") as Trustee (Incorporated by
                        reference to Exhibit 4(a) to Registration Statement on
                        Form S-1 (No. 333-61343).)

                        ** (i)   (Series 1998-1 Supplement dated as of July 30,
                                 1998 among MRI and Wilmington Trust Company.

                        * (ii)   (An Owner Trust Agreement dated as of July 30,
                                 1998 among MRI and Wilmington Trust Company;

                        * (iii)  (A Liquidity Agreement dated July 30, 1998
                                 among Metris Owner Trust, the lenders thereto
                                 and the Administrative agent. (Two such
                                 agreements which are substantially identical
                                 have been executed. Registrant has elected to
                                 file one pursuant to Instruction 2 to Item 601
                                 of Regulation S-K with an accompanying schedule
                                 setting forth the parties on the other
                                 agreement and the differences.

                        * (iv)   (Amended and restated Bank Receivables Purchase
                                 Agreement dated as of July 30, 1998 among
                                 Metris Companies Inc. and DMCCB (incorporated
                                 by reference to Exhibit 4(c) to Registration
                                 Statement on Form S-1 (No. 333-61343).)

                        * (v)    (Amended and restated Receivables Purchase
                                 Agreement dated as of July 30, 1998 among
                                 Metris Companies Inc. and MRI (incorporated by
                                 reference to Exhibit 4(d) to Registration
                                 Statement on Form S-1 (No. 333-61343).)

                        * (vi)   (Series 1998-A Supplement dated as of September
                                 15, 1998, among MRI, DMCCB and BONY.

               * 10.2   A Change of Control Agreement dated as of May 15, 1998
                        by and between the Company and Ronald Zebeck. Filed
                        herewith is a schedule of executive officers also having
                        such an agreement indicating the differences from such
                        agreement. These agreements are not being filed in
                        reliance upon Instruction 2 to Items 601 of Regulation
                        S-K.

               * 10.3   Purchase and Sale Agreement dated as of September 4,
                        1998 between PNC National Bank and DMCCB.

                        (i)      Amendment letter from David J. Williams to
                                 Ronald N. Zebeck and Paul Runice dated
                                 November 13, 1998.

               * 11.    Computation of Earnings Per Share


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               * 18.    Preferability letter regarding a change in accounting
                        principle.

               * 27.    Financial Data Schedule

*   Exhibits Previously Filed

**  Amended Exhibit Filed Herewith


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                                   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 thereunto duly authorized.

                              METRIS COMPANIES INC.


SIGNATURE                          TITLE                        DATE

Principal financial officer:       Sr. Vice President,          December 4, 1998
                                   Treasurer, Acting Chief
                                   Financial Officer

/s/ Paul T. Runice
----------------------------
Paul T. Runice


Principal accounting officer:      Vice President of Finance,   December 4, 1998
                                   Corporate Controller


/s/ Jean C. Benson
----------------------------
Jean C. Benson


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