SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------

                                    FORM 10-K/A

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended                               0-23961
December 31, 2004                                Commission file number

                            METRIS RECEIVABLES, INC.
              (Originator/Transferor of the Trust Described Herein)
                                  on behalf of
                               METRIS MASTER TRUST
                           (Issuer of the Securities)
             (Exact name of registrant as specified in its charter)

         Delaware                                        41-1810301
 (State of Incorporation)                   (I.R.S. Employer Identification No.)

         10900 Wayzata Boulevard, Room 723, Minnetonka, Minnesota 55305
                    (Address of principal executive offices)

                                 (952) 417-5645
              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Floating Rate Asset Backed Securities, Series 1999-2, Class A
Floating Rate Asset Backed Securities, Series 1999-3, Class A
Floating Rate Asset Backed Securities, Series 2000-1, Class A
Floating Rate Asset Backed Securities, Series 2000-1, Class B
Floating Rate Asset Backed Securities, Series 2000-3, Class A
Floating Rate Asset Backed Securities, Series 2000-3, Class B
Floating Rate Asset Backed Securities, Series 2001-2, Class A
Floating Rate Asset Backed Securities, Series 2001-2, Class B
Floating Rate Asset Backed Securities, Series 2002-3, Class A
Floating Rate Asset Backed Securities, Series 2002-4, Class A
Floating Rate Asset Backed Securities, Series 2004-1, Class A
Floating Rate Asset Backed Securities, Series 2004-2, Class A
Floating Rate Asset Backed Securities, Series 2004-2, Class M
Floating Rate Asset Backed Securities, Series 2004-2, Class B

         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 and (2) has been subject to such filing
requirements for the past 90 days.    Yes X    No

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein,
and will not be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this form 10-K.    X

         Indicate by check mark whether the Registrant is an accelerated filer
(as defined in rule 12b-2 of the Act).  Yes    No X

         The Registrant has no voting or non-voting common equity held by
non-affiliates and meets the conditions set forth in General Instruction I(1)(a)
and (b) of Form 10-K. Disclosure pursuant to Item 405 is not required.


                       DOCUMENTS INCORPORATED BY REFERENCE

         No documents are being incorporated by reference.
<PAGE>


                                TABLE OF CONTENTS

PART I                                                                      Page

Item 1     Business...........................................................1

Item 2     Properties.........................................................1

Item 3     Legal Proceedings..................................................1

Item 4     Submission of Matters to a Vote of Security Holders................3

PART II

Item 5     Market for Registrant's Common Equity, Related Stockholder Matters
           and Issuer Purchases of Equity Securities..........................3

Item 6     Selected Financial Data............................................3

Item 7     Management's Discussion and Analysis of Financial Condition and
           Results of Operations..............................................4

Item 7A    Qualitative and Quantitative Disclosure About Market Risk..........4

Item 8     Financial Statements and Supplementary Data........................4

Item 9     Changes in and Disagreements with Accountants on Accounting and
           Financial Disclosure...............................................4

Item 9A    Controls and Procedures............................................4

Item 9B    Other Information..................................................4

PART III

Item 10    Directors and Executive Officers of the Registrant.................4

Item 11    Executive Compensation.............................................4

Item 12    Security Ownership of Certain Beneficial Owners and Management
           and Related Stockholder Matters....................................4

Item 13    Certain Relationships and Related Transactions.....................4

Item 14    Principal Accountant Fees and Services.............................4


PART IV

Item 15    Exhibits and Financial Statement Schedules.........................5

Signatures....................................................................6


<PAGE>

PART I

Item 1.    Business

         The Metris Master Trust (the "Trust" or the "Registrant") was
originated by Metris Receivables, Inc. f/k/a Fingerhut Financial Services
Receivables Inc. ("MRI" or "Transferor"), as Transferor under the Second Amended
and Restated Pooling and Servicing Agreement dated as of January 22, 2002, as
amended on June 14, 2002 (the "Pooling and Servicing Agreement"). The Pooling
and Servicing Agreement is supplemented by various series supplements providing
for the issuance of securities in series. Publicly registered and outstanding
series of securities of the Trust as of December 31, 2004 are the Series 1999-2
Securities, Series 1999-3 Securities, Series 2000-1 Securities, Series 2000-3
Securities, Series 2001-2 Securities, Series 2002-3 Securities, Series 2002-4
Securities, Series 2004-1 Securities and Series 2004-2 Securities (collectively
referred to as the "Securities"). The Securities represent interests in the
Trust only and do not represent interests in or obligations of MRI, Direct
Merchants Credit Card Bank, National Association ("Direct Merchants Bank" or the
"Bank"), Metris Companies Inc. ("MCI") or any affiliate thereof. The Trust's
only business is to act as a passive conduit to permit investments in a pool of
credit card receivables arising in consumer open-end credit card accounts.

         The Registrant has prepared this Annual Report on Form 10-K in reliance
upon various no-action letters issued by the staff of the Securities and
Exchange Commission (the "Commission") to other trusts which are substantially
similar to the Trust. Items designated herein as "Not Applicable" have been
omitted as a result of this reliance.

Item 2.    Properties

         The assets of the Trust (the "Trust Assets") include a portfolio of
receivables (the "Receivables") generated from time to time in a portfolio of
consumer open-end credit card accounts (the "Accounts"), funds collected or to
be collected in respect of the Receivables, monies on deposit in certain
accounts of the Trust, funds collected or to be collected with respect to any
enhancement with respect to a particular series or class. The Trust Assets are
expected to change over the life of the Trust as Receivables in Accounts and
other open-end credit card accounts and related assets are included in the Trust
and as Receivables arising in Accounts included in the Trust are charged-off or
removed.

Item 3.    Legal Proceedings

         The Transferor is not aware of any material pending litigation or other
legal proceedings involving the Trust or the trustee with respect to the
Securities or the Trust Assets. The Transferor is aware that the Servicer
(Direct Merchants Bank) and MCI are parties to various legal proceedings
resulting from ordinary business activities relating to their regular
operations.


Regulatory Matters:

MCI SEC Investigation

         On August 5, 2003, MCI received notification from the SEC that it is
the subject of a formal, nonpublic investigation. MCI believes that the
investigation initially related primarily to its treatment of the "Allowance for
loan losses" in 2001 and subsequent years, its 2001 credit line increase program
and other related matters. On December 9, 2003, MCI received notification that
the scope of the investigation was expanded to include matters related to its
valuation of "Retained interests in loans securitized." MCI has subsequently
received additional SEC subpoenas and requests for information on related and
other financial accounting issues, as well as the above matters. The SEC has
advised MCI that this is a fact-finding inquiry and that it has not reached any
conclusions related to this matter. MCI is responding fully to the SEC in its
investigation. The SEC has informed MCI that it is reviewing the information and
documents that they have submitted. The SEC also has taken testimony from
certain of MCI's current and former officers and directors in connection with
its investigation. At this time, MCI cannot predict what the results of the
investigation will be. If the SEC determines that MCI or its officers and
directors violated federal securities laws or the SEC's rules and regulations,
MCI could be subject to an SEC enforcement action, including potential fines and
penalties, which could materially adversely affect its results of operations or
financial condition. MCI cannot provide assurance that the resolution of the SEC
investigation will not necessitate further amendments or restatements to its
previously filed reports. MCI does not believe, however, that it or its officers
or directors have violated any such laws, rules or regulations.

May 2001 Consent Order

         Regulators, including the Office of the Comptroller of the Currency
("OCC"), regulate Direct Merchants Bank's activities. These regulators are
authorized to impose penalties for violations of various federal consumer
protection laws and, in certain cases, to order a national bank to pay
restitution to cardholders. Direct Merchants Bank's activities as a credit card
lender are subject to regular review and examination by federal regulators to
assess compliance with these laws.

         On May 3, 2001, Direct Merchants Bank entered into a consent order with
the OCC. The consent order required Direct Merchants Bank to pay approximately
$3.2 million in restitution. Under the terms of the consent order, Direct
Merchants Bank made no admission or agreement on the merits of the OCC's
assertions. The restitution as required by the OCC consent order was paid and is
reflected in MCI's December 31, 2001 financial statements. In October 2002, the
OCC advised that Direct Merchants Bank is in full compliance with the consent
order. Furthermore, the OCC made a determination not to assess civil money
penalties.

Direct Merchants Bank Modified Operating Agreement

         The OCC has imposed on the Bank certain restrictions. The Bank and MCI
have entered into a Capital Assurance and Liquidity Maintenance Agreement
("CALMA"). The CALMA requires MCI to make such capital infusions or provide the
Bank with financial assistance so as to permit the Bank to meet its liquidity
requirements. The Bank also has entered into a Liquidity Reserve Deposit
Agreement ("LRDA") under which the Bank has established restricted deposits with
third-party depository banks for the purpose of supporting the Bank's funding
needs. These deposits are invested in short-term liquid investments and are
classified on the balance sheet as "Liquidity reserve deposit." As of December
31, 2004, the balance of the liquidity reserve deposit was $79.7 million.

         The Bank and MCI also have entered into a Modified Operating Agreement
with the OCC that requires, among other things, the following:

-    The Bank must maintain capital at the dollar amount reported on its
     September 30, 2003 Call Report ($213 million), unless otherwise approved by
     the OCC.

-    The Bank may continue to pay dividends in accordance with applicable
     statutory and regulatory requirements, provided capital remains at the
     required level.

-    The Bank must maintain liquid assets at the greater of $35 million or
     100% of the average highest daily funding requirement for managed
     receivables ($31.5 million at December 31, 2004).

-    The Bank must comply with the terms of the LRDA and the CALMA.

-    MCI must comply with the terms of the CALMA.

         Direct Merchants Bank and MCI believe that the Bank and MCI are
currently in compliance with all terms of the Modified Operating Agreement. If
the OCC were to conclude that the Bank or MCI failed to adhere to any provision
of the Modified Operating Agreement, the OCC could pursue various enforcement
options.  If any of these options were to be pursued by the OCC, it could have a
material adverse effect on MCI's operations or capital position.

Item 4.    Submission of Matters to a Vote of Security Holders

         Not applicable.

PART II

Item 5.    Market for the Registrant's Common Equity, Related Stockholders
           Matters and Issuer Purchases of Equity Securities

         Each Class of the Securities is represented by a single Security of
such Class registered in the name of Cede & Co., the nominee of The Depository
Trust Company. Although the Securities trade in the over-the-counter market to a
limited extent, to the best knowledge of the Registrant, there is no established
public trading market for any Class of the Securities.

Item 6.    Selected Financial Data

         Not applicable.

Item 7.    Management's Discussion and Analysis of Financial Condition and
           Results of Operations

         Not applicable.

Item 7A.   Quantitative and Qualitative Disclosure About Market Risk

         Not applicable.

Item 8.    Financial Statements and Supplementary Data

         Not applicable.

Item 9.    Changes in and Disagreements with Accountants on Accounting and
           Financial Disclosure

         None.

Item 9A.   Controls and Procedures

         Not applicable.

Item 9B.   Other Information

         None.

PART III

Item 10.   Directors and Executive Officers of the Registrant

         Not applicable.

Item 11.   Executive Compensation

         Not applicable.

Item 12.   Security Ownership of Certain Beneficial Owners and Management and
           Related Stockholder Matters

         Not applicable.

Item 13.   Certain Relationships and Related Transactions

         Not applicable.

Item 14.   Principal Accountant Fees and Services

         Not applicable.

PART IV

Item 15.   Exhibits and Financial Statement Schedules

         (a) 1. Financial Statements: Not applicable

             2. Financial Statement Schedules: Not applicable

             3. See Exhibit Index.

         (b) See Exhibit Index.

         (c) Not applicable.

                                    SIGNATURE

         Pursuant to the requirements of Section 13 or 15(d) 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, on this 16th day of
March, 2005.

                       METRIS RECEIVABLES, INC., as
                       originator of the Metris Master Trust


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


<PAGE>


                                INDEX TO EXHIBITS

Exhibit Number     Description of Exhibit

   3.1             Amended and Restated Certificate of Incorporation of Metris
                   Receivables, Inc. (incorporated by reference to Exhibit 3(a)
                   to the Registrant's Registration Statement on Form S-3, No.
                   333-23045)

   3.2             Bylaws of Metris Receivables, Inc. f/k/a Fingerhut Financial
                   Services Receivables, Inc. (incorporated by reference to
                   Exhibit 3(b) to the Registrant's Registration Statement on
                   Form S-3, No. 33-99514)

  10.1             Second Amended and Restated Bank Receivables Purchase
                   Agreement, dated as of January 22, 2002, between Direct
                   Merchants Credit Card Bank, National Association, as Seller,
                   and Metris Companies Inc., as Buyer (incorporated by
                   reference to Exhibit 4.1 to the Registrant's Current Report
                   on Form 8-K filed January 24, 2002)

  10.2             Second Amended and Restated Purchase Agreement, dated as of
                   January 22, 2002, between Metris Companies Inc., as Seller,
                   and Metris Receivables, Inc., as Buyer (incorporated by
                   reference to Exhibit 4.2 to the Registrant's Current Report
                   on Form 8-K filed January 24, 2002)

  10.3             Second Amended and Restated Pooling and Servicing Agreement,
                   dated as of January 22, 2002, among Metris Receivables, Inc.,
                   as Transferor, Direct Merchants Credit Card Bank, National
                   Association, as Servicer, and U.S. Bank National Association,
                   as Trustee (incorporated by reference to Exhibit 4.3 to the
                   Registrant's Current Report on Form 8-K filed January 24,
                   2002)

  10.4             Amendment No. 1 to the Second Amended and Restated Bank
                   Receivables Purchase Agreement, dated as of June 14, 2002,
                   between Metris Companies Inc., as Buyer, and Direct Merchants
                   Credit Card Bank, National Association, as Seller
                   (incorporated by reference to Exhibit 4.1 to the Registrant's
                   Current Report on Form 8-K filed June 18, 2002)

  10.5             Amendment No. 1 to the Second Amended and Restated Purchase
                   Agreement, dated as of June 14, 2002, between Metris
                   Receivables, Inc., as Buyer, and Metris Companies Inc., as
                   Seller (incorporated by reference to Exhibit 4.2 to the
                   Registrant's Current Report on Form 8-K filed June 18, 2002)

  10.6             Amendment No. 1 to the Metris Master Trust Second Amended and
                   Restated Pooling and Servicing Agreement, dated as of June
                   14, 2002, among Metris Receivables, Inc., as Transferor,
                   Direct Merchants Credit Card Bank, National Association, as
                   Servicer, and U.S. Bank National Association, as Trustee
                   (incorporated by reference to Exhibit 4.3 to the Registrant's
                   Current Report on Form 8-K filed June 18, 2002)

  31.1             Certification of Principal Executive Officer Pursuant to
                   Section 1350 of Chapter 63 of Title 18 of the United States
                   Code

  99.1             Annual Servicer's Certificate dated March 16, 2005

  99.2             Supplementary Metris Master Trust Data

  99.3             KPMG Independent Accountants' Report to the Servicer