Exhibit 10.2

                     FIRST AMENDMENT TO AMENDED AND RESTATED
             SENIOR SECURED CREDIT AGREEMENT AND TO CREDIT AGREEMENT
                  RESERVE SECURITIES ACCOUNT CONTROL AGREEMENT


     This First  Amendment (the  "Amendment") to the Amended and Restated Senior
Secured Credit Agreement and the Credit  Agreement  Reserve  Securities  Account
Control  Agreement  referenced  below is entered into as of July 29, 2003, among
Metris  Companies Inc., a Delaware  corporation  (the  "Borrower"),  the lenders
signatory hereto (the "Required  Lenders"),  Goldman Sachs Credit Partners L.P.,
as administrative  agent for the Lenders (in such capacity,  the "Administrative
Agent"),  and Deutsche Bank Trust Company Americas,  as collateral agent for the
Lenders (in such capacity, the "Collateral Agent").

                                R E C I T A L S:
                                ----------------

     WHEREAS, Borrower, Lenders,  Administrative Agent and Collateral Agent, are
parties to the Amended and Restated Senior Secured Credit Agreement, dated as of
June 18, 2003 (the "Credit Agreement"), providing for the extension of credit to
Borrower  in the  form  of a term  loan in the  aggregate  principal  amount  of
$125,000,000;

     WHEREAS,  Borrower and Collateral  Agent,  as a condition  precedent to the
obligations of the Lenders to make their respective  extensions of credit to the
Borrower under the Credit  Agreement,  entered into a Credit  Agreement  Reserve
Securities Account Control Agreement, dated as of June 27, 2003 (the "CARSACA").

         WHEREAS, the parties hereto wish to further amend the Credit Agreement
on the terms and conditions set forth below;

     WHEREAS,  Borrower  and  Collateral  Agent wish to amend the CARSACA on the
terms and conditions set forth below;

     NOW,  THEREFORE,  in consideration of the mutual covenants and undertakings
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

1.   Amendments to Credit Agreement and CARSACA.

1.1. Amendment  to  Section  1.01 of the Credit  Agreement.  The  defined  term
"Monthly Excess Spread Percentage" is hereby amended and restated to read in its
entirety as follows:

     "Monthly Excess Spread  Percentage" shall mean, as the context may require,
     (i) with  respect  to any  Series  under the  Metris  Master  Trust (a) the
     Portfolio  Yield for such  Monthly  Period  less (b) the Base Rate for such
     Monthly  Period  and/or,  (ii) with respect to the Metris Master Trust as a
     whole,  (a) the weighted  average  Portfolio Yield for all Series under the
     Metris Master Trust for such Monthly  Period less (b) the weighted  average
     Base Rate for all Series  under the Metris  Master  Trust.  For purposes of
     this  definition,   "Base  Rate"  and  "Portfolio  Yield"  shall  have  the
     respective  meanings assigned to such terms in the relevant  supplements to
     the Master Trust  Agreement as defined on the Effective  Date,  except that
     with respect to the Metris Master Trust Series  2003-A,  the  definition of
     "Base Rate" shall,  for purposes of the June Monthly Period and thereafter,
     be deemed to have the meaning assigned to "Base Rate" as of July 1, 2003 as
     set forth in the Amended and Restated  Metris  Master  Trust 2003-A  Series
     Supplement,  dated  as of  July  1,  2003  (without  giving  effect  to any
     amendment,  supplement or other modification from and after the date of its
     execution, the "Series 2003-A Supplement"),  to the Master Trust Agreement;
     provided that with respect to any Series  issued after the Effective  Date,
     the Base Rate and the Portfolio  Yield will be calculated in the manner set
     forth in the documentation  governing such Series so long as such terms (or
     their  equivalent)  are defined in such  documentation  in a manner no less
     favorable  to the Lenders  than the  relevant  definitions  existing on the
     Effective Date.

     The parties  hereto  agree that the amended  definition  of Monthly  Excess
Spread  Percentage  set forth in this  Section 1.1 shall be  effective as of the
Effective Date of the Credit Agreement except that such amended definition shall
not cause the  Borrower to be  obligated  to deposit the  Required  CARS Account
Deposit  Amount for the July 2003 CARS Account  Monitoring  Date into the Credit
Agreement Reserve Securities  Account ("CARS Account").  Such amended definition
shall be in effect for purposes of determining  Borrower's obligation to deposit
the Required  CARS Account  Deposit  Amount into the CARS Account for the August
2003 CARS Account  Monitoring Date and each  subsequent CARS Account  Monitoring
Date.

1.2. Amendment  to Section 1 of  CARSACA.  For the purpose of  determining  the
Required CARS Account Deposit Amount for the August 2003 CARS Account Monitoring
Date,  and only for such  purpose,  the  definition  of "CARS  Account  Required
Balance" is hereby amended and restated in its entirety to read as follows:

     "CARS  Account  Required   Balance"  shall  mean  the  lesser  of  (a)  all
     outstanding   Obligations  and  (b)  the  product  of  (1)  the  number  of
     consecutive CARS Account  Monitoring Dates on which the Rolling Three Month
     Average Excess Spread Percentage with respect to the Metris Master Trust as
     a whole is less than 1.88%, and (2) $15,000,000.

1.3. Amendment to Section 5.12 of Credit Agreement.  Section 5.12 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:

          Section 5.12. Funding of Credit Agreement Reserve Securities  Account.
     Cause to be funded into the Credit Agreement Reserve Securities Account all
     amounts to be funded under,  and shall comply with all of the terms of, the
     Credit Agreement  Reserve  Securities  Account Control Agreement if, as set
     forth in such  Agreement,  the Rolling  Three Month  Average  Excess Spread
     Percentage goes below 2% (1.88% for the August 2003 CARS Account Monitoring
     Date) with respect to the Metris Master Trust as a whole.

2. All capitalized terms used herein,  unless otherwise defined herein, have the
same  meanings  provided  herein or in the Credit  Agreement  or, if not defined
therein, the CARSACA.

3. This Amendment is limited precisely as written and shall not be deemed to (a)
be a  consent  to or a waiver  of any  other  term or  condition  of the  Credit
Agreement,  the other Loan Documents or any of the documents referred to therein
or executed in  connection  therewith or (b) prejudice any right or rights which
the Lenders may now have or may have in the future under or in  connection  with
the Credit  Agreement,  the other Loan  Documents or any  documents  referred to
therein or executed in connection  therewith.  Whenever the Credit  Agreement or
the CARSACA is referred  to in the Credit  Agreement,  the CARSACA or any of the
instruments,  agreements or other  documents or papers executed and delivered in
connection  therewith,  it shall be deemed to mean the Credit  Agreement  or the
CARSACA, as the case may be, as modified by this Amendment.

4. This Amendment is a document  executed  pursuant to the Credit  Agreement and
the  CARSACA  and  shall  (unless  otherwise  expressly  indicated  therein)  be
construed,  administered  or applied in accordance with the terms and provisions
thereof.

5. This Amendment may be executed by the parties hereto in several counterparts,
each  of  which  shall  be  deemed  to be an  original  and all of  which  shall
constitute  together  but one and the same  agreement.  The  parties may execute
facsimile copies of this Amendment and the facsimile signature of any such party
shall be deemed an original and fully binding on said party.

6. This  Amendment  shall be governed by and  construed in  accordance  with the
applicable  terms and provisions of Section 9.07  (Applicable Law) of the Credit
Agreement, which terms and provisions are incorporated herein by reference.

7. Except as hereby amended, no other term, condition or provision of the Credit
Agreement or the CARSACA shall be deemed modified or amended, and this Amendment
shall not be considered a novation.

8. The Required Lenders hereby direct and instruct the Administrative  Agent and
Collateral Agent, as applicable, to execute this Amendment.

9. This Amendment  shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.

      [Remainder of Page Intentionally Left Blank. Signature Pages Follow.]

<PAGE>


[Signature  Pages to First  Amendment  to Amended and  Restated  Senior  Secured
Credit Agreement]

     IN WITNESS WHEREOF, the Borrower,  the Required Lenders, the Administrative
Agent and the Collateral  Agent have caused this First  Amendment to the Amended
and  Restated  Credit  Agreement  and the Credit  Agreement  Reserve  Securities
Account  Control  Agreement to be duly executed by their  respective  authorized
officers as of the day and year first written above.

                             METRIS COMPANIES INC., as Borrower


                             By:
                                ------------------------------------------
                             Name: Scott R. Fjellman
                             Title: Senior Vice President and Treasurer



<PAGE>


                              GOLDMAN SACHS CREDIT PARTNERS, L.P.,
                              as Administrative Agent for the Lenders


                              By:
                                 -------------------------------------------
                              Name:
                                   -----------------------------------------
                              Title:
                                    ----------------------------------------


<PAGE>


                              DEUTSCHE BANK TRUST COMPANY
                              AMERICAS, as Collateral Agent for the Lenders


                              By:
                                 ------------------------------------------
                              Name:
                                   ----------------------------------------
                              Title:
                                    ---------------------------------------



<PAGE>


                              HIGH YIELD PORTFOLIO, a series of Income
                              Trust, as Lender


                              By:
                                 ------------------------------------------
                              Name:
                                   ----------------------------------------
                              Title:
                                    ---------------------------------------


                              AXP VARIABLE PORTFOLIO - EXTRA
                              INCOME FUND, a series of AXP Variable
                              Portfolio Income Series, Inc., as Lender


                              By:
                                  -----------------------------------------
                              Name:
                                    ---------------------------------------
                              Title:
                                     --------------------------------------


                              By:
                                  -----------------------------------------
                              Name:
                                    ---------------------------------------
                              Title:
                                    ---------------------------------------

<PAGE>


                              DK ACQUISITION PARTNERS, L.P., as Lender

                              By: M.H. Davidson & Co., its General Partner


                              By:
                                  -----------------------------------------
                              Name:
                                    ---------------------------------------
                              Title:
                                     --------------------------------------

<PAGE>


                               PERRY PRINCIPALS INVESTMENTS, L.L.C., as
                               Lender


                               By:
                                  -----------------------------------------
                               Name:
                                    ---------------------------------------
                               Title:
                                     --------------------------------------


<PAGE>


                               THE VARDE FUND V, L.P., a Delaware limited
                               partnership

                               By: The Varde Fund V, G.P. LLC, a Delaware
                               limited liability company, its General Partner

                               By: Varde Partners, L.P., a Delaware
                               limited partnership, its Managing Member

                               By: Varde Partners, Inc., a Delaware corporation,
                               its General Partner


                               By:
                                  -----------------------------------------
                               Name:
                                    ---------------------------------------
                               Title:
                                     --------------------------------------



<PAGE>


                               YORK CAPITAL MANAGEMENT, L.P., as Lender


                               By:
                                  -----------------------------------------
                               Name:
                                    ---------------------------------------
                               Title:
                                     --------------------------------------


<PAGE>


                               KZM SOLEIL-2, LLC, as Lender


                               By:
                                  -----------------------------------------
                               Name:
                                    ---------------------------------------
                               Title:
                                     --------------------------------------


                               GALAXY 1999-1, LTD., as Lender


                               By:
                                  -----------------------------------------
                               Name:
                                    ---------------------------------------
                               Title:
                                     --------------------------------------


                               SUNAMERICA LIFE INSURANCE COMPANY, as Lender


                               By:
                                  -----------------------------------------
                               Name:
                                    ---------------------------------------
                               Title:
                                     --------------------------------------



<PAGE>


                               SATELLITE SENIOR INCOME FUND, LLC, as
                               Lender

                               By: Satellite Asset Management, L.P., its
                               Investment Manager

                               By:
                                  -----------------------------------------
                               Name:
                                    ---------------------------------------
                               Title:
                                     --------------------------------------


<PAGE>


                               SPCP GROUP LLC, as Lender

                               By: SILVER POINT CAPITAL LP
                               its managing member


                               By:
                                 ------------------------------------------
                               Name:
                                   ----------------------------------------
                               Title:
                                    ---------------------------------------