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                                                                     EXHIBIT 4.2

                                                                  EXECUTION COPY


                                 AMENDMENT NO. 1
                                       TO
                             THE METRIS MASTER TRUST
              AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT

                  THIS AMENDMENT NO. 1 TO THE METRIS MASTER TRUST AMENDED AND
RESTATED POOLING AND SERVICING AGREEMENT, dated as of April 26, 2001 (this
"Amendment No. 1") is by and among METRIS RECEIVABLES, INC., as transferor (the
"Transferor"), DIRECT MERCHANTS CREDIT CARD BANK, NATIONAL ASSOCIATION, as
servicer (the "Servicer"), and U.S. BANK NATIONAL ASSOCIATION, as trustee (the
"Trustee").

                  WHEREAS the Transferor, the Servicer and The Bank of New York
(Delaware) (the "Prior Trustee") have executed that certain Amended and Restated
Pooling and Servicing Agreement, dated as of July 30, 1998 (as amended and
supplemented through the date hereof and as the same may be further amended,
supplemented or otherwise modified and in effect from time to time, the "Pooling
and Servicing Agreement");

                  WHEREAS the Transferor, the Servicer, the Prior Trustee and
the Trustee have entered into that certain Agreement of Resignation, Appointment
and Acceptance, dated as of December 11, 2000, pursuant to which the Trustee
assumed all of the rights and obligations of the Prior Trustee under the terms
of the Pooling and Servicing Agreement;

                  WHEREAS the Transferor, the Servicer and the Trustee wish to
amend the Pooling and Servicing Agreement as provided herein;

                  NOW THEREFORE, in consideration of the promises and the
agreements contained herein, the parties hereto agree to amend the provisions of
the Pooling and Servicing Agreement as follows:

                  SECTION 1. Amendment of Section 1.1. Section 1.1 of the
Pooling and Servicing Agreement shall be and hereby is amended by the addition
of the following definition which shall read in its entirety, as follows:

                  "Permitted Activities" shall mean the primary activities of
the Trust, which are:

                  (a)      holding Receivables transferred from the Transferor
         and the other assets of the Trust, including passive derivative
         financial instruments that pertain to beneficial interests issued or
         sold to parties other than the Transferor, its Affiliates or its
         agents;

                  (b)      issuing Securities and other interests in the Trust
         Property;

                  (c)      receiving Collections and making payments on such
         Securities and interests in accordance with the terms of the Pooling
         and Servicing Agreement and any Supplement; and



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                  (d)      engaging in other activities that are necessary or
         incidental to accomplish these limited purposes, which activities can
         not be contrary to the status of the Trust as a qualified special
         purpose entity under existing accounting literature.

                  SECTION 2. Amendment of Section 2.7. Section 2.7 of the
Pooling and Servicing Agreement shall be and hereby is amended by deleting
Section 2.7(c) in its entirety and by inserting in its place the following:

                           (c)      In addition to the satisfaction of the
         conditions set forth in subsections 2.7(a) and (b), the Transferor's
         right to require the reassignment to it or its designee of all the
         Trust's right, title and interest in, to and under the Receivables in
         Removed Accounts, shall be subject to the following restrictions:

                                    (i)   Except for Removed Accounts described
                  in subsection 2.7(c)(ii), the Accounts to be designated as
                  Removed Accounts shall be selected at random by the
                  Transferor.

                                    (ii)  The Transferor may designate Removed
                  Accounts as provided in and subject to the terms and
                  conditions contained in this Section 2.7 without being subject
                  to the restrictions set forth in subsection 2.7(c)(i) if the
                  Removed Accounts are designated in response to a third-party
                  action or decision not to act and not the unilateral action of
                  the Transferor.

                           (d)      Upon satisfaction of the conditions set
         forth in subsections 2.7(a), (b) and (c), the Trustee shall execute and
         deliver the Reassignment to the Transferor, and the Receivables from
         the Removed Accounts shall no longer constitute part of the Trust.

                  SECTION 3. Amendment of Section 9.2. Section 9.2(a)(ii) of the
Pooling and Servicing Agreement is hereby amended by deleting Section 9.2(a)(ii)
in its entirety and inserting in its place the following:

         If an Insolvency Event or a Trigger Event shall have occurred this
         Agreement and the Trust shall be deemed to have terminated, subject to
         the liquidation, winding-up and dissolution procedures described below;
         provided, however, that within 15 days of the date of written notice to
         the Trustee, the Trustee shall (i) publish a notice in an Authorized
         Newspaper that an Insolvency Event or a Trigger Event has occurred,
         that the Trust has terminated, and that the Trustee intends to sell,
         dispose of or otherwise liquidate the Receivables pursuant to this
         Agreement (a "Disposition"), and (ii) send written notice to the
         Investor Securityholders describing the provisions of this Section 9.2
         and requesting each Investor Securityholder to advise the Trustee in
         writing that it elects one of the following options: (A) the Investor
         Securityholder wishes the Trustee to instruct the Servicer not to
         effectuate a Disposition, or (B) the Investor Securityholder refuses to
         advise the Trustee as to the specific action the Trustee shall instruct
         the Servicer to take, or (C) the Investor Securityholder wishes the
         Servicer to effect a Disposition. If after 90 days from the day notice
         pursuant to clause (i) above is first published (the "Publication
         Date"), the Trustee shall not have received the written instruction
         described in clause (A) above from Holders of Investor Securities
         representing Undivided Interests aggregating in excess of 50% of the
         related Invested Amount of each Series (or, in the case of a Series
         having more than one Class, each Class of


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         such Series) and the holders of any Supplemental Securities or any
         other interest in the Exchangeable Transferor Security other than the
         Transferor as provided in Section 6.3(b) for each Series, a "Holders'
         Majority"), the Trustee shall instruct the Servicer to effectuate a
         Disposition, and the Servicer shall proceed to consummate a
         Disposition. If, however, with respect to the portion of the
         Receivables allocable to any outstanding Series, a Holders' Majority
         instruct the Trustee not to effectuate a Disposition of the portion of
         the Receivables allocable to such Series, the Trust shall be
         reconstituted and continue with respect to such Series pursuant to the
         terms of this Agreement and the applicable Supplement (as amended in
         connection with such reconstitution). The portion of the Receivables
         allocable to any Series shall be equal to the sum of (1) the product of
         (A) the Transferor Percentage, (B) the aggregate outstanding Principal
         Receivables and (C) a fraction the numerator of which is the related
         Investor Percentage of Finance Charge Collections and the denominator
         of which is the sum of all Investor Percentages with respect to Finance
         Charge Collections for all Series outstanding and (2) the Invested
         Amount of such Series. The Transferor or any of its Affiliates shall be
         permitted to bid for the Receivables. In addition, the Transferor or
         any of its Affiliates shall have the right to match any bid by a third
         person and be granted the right to purchase the Receivables at such
         matched bid price. The Trustee shall use its best efforts to effectuate
         a Disposition by the use of competitive bids and on terms equivalent to
         the best purchase offer as determined by the Trustee. The Trustee may
         obtain a prior determination from any such bankruptcy trustee, receiver
         or liquidator that the terms and manner of any proposed Disposition are
         commercially reasonable. The provisions of Sections 9.1 and 9.2 shall
         not be deemed to be mutually exclusive.

                  SECTION 4. Amendment of Section 10.2. Section 10.2(a) of the
Pooling and Servicing Agreement shall be and hereby is amended by deleting the
fifth sentence thereof in its entirety, and inserted in its place shall be the
following:

         If the Trustee is unable to obtain any bids from any potential
         successor servicer and the Servicer delivers an Officer's Certificate
         to the effect that it cannot in good faith cure the Servicer Default
         which gave rise to a Termination Notice, and if the Trustee is legally
         unable to act as Successor Servicer, then the Trustee, except in the
         case of a Servicer Default set forth in subsection 10.1(d), shall offer
         the Transferor the right to accept reassignment of all of the
         Receivables for an amount equal to the Aggregate Invested Amount on the
         date of such purchase plus all interest accrued but unpaid on all of
         the outstanding Investor Securities at the applicable Security Rate
         through the date of such purchase; provided, however, that no such
         purchase by the Transferor shall occur unless the Transferor shall
         deliver an Opinion of Counsel reasonably acceptable to the Trustee that
         such purchase would not constitute a fraudulent conveyance of the
         Transferor.

                  SECTION 5. Amendment of Section 12.1. Section 12.1(c) of the
Pooling and Servicing Agreement shall be and hereby is amended by deleting the
fifth sentence thereof in its entirety.

                  SECTION 6. Amendment of Section 12.2. Section 12.2(a) of the
Pooling and Servicing Agreement shall be and hereby is amended by inserting
after the word "Transferor" where first used the following:


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                  (so long as the Transferor is the Servicer or an Affiliate of
the Servicer)

                  SECTION 7. Amendment of Section 13.1. (a) Section 13.1(a) of
the Pooling and Servicing Agreement shall be and hereby is amended by adding at
the end of the first sentence of the first paragraph thereof the following,
which shall read in its entirety as follows:

         provided further, that such action shall not effect a significant
         change in the Permitted Activities of the Trust;

                  (b) Section 13.1(a) of the Pooling and Servicing Agreement
shall be and hereby is further amended by adding after the first proviso in the
first sentence of the second paragraph thereof the following, which shall read
in its entirety as follows:

         provided further, that such action shall not effect a significant
         change in the Permitted Activities of the Trust;

                  (c) Section 13.1(b) of the Pooling and Servicing Agreement
shall be and hereby is amended by inserting after the word "Trustee" where first
used the following:

         (A) in the case of a significant change in the Permitted Activities of
         the Trust which is not materially adverse to Holders of Investor
         Securities, with the consent of Holders of Investor Securities
         evidencing Undivided Interests aggregating not less than 50% of the
         Investor Interest of each outstanding Series affected by such change,
         and (B) in all other cases

                  SECTION 8. Effectiveness. The amendments provided for by this
Amendment No. 1 shall become effective upon the occurrence of the following:

                  (a) Ten business days prior written notice of this Amendment
No. 1 to each Rating Agency by the Servicer, and written confirmation from each
Rating Agency to the effect that the terms of this Amendment No. 1 will not
result in a reduction or withdrawal of the rating of any outstanding Series or
any class of any Series to which it is a Rating Agency.

                  (b) An Officer's Certificate from the Servicer delivered to
the Trustee to the effect that the terms of this Amendment No.1 will not
materially and adversely affect the interests of the Securityholders.

                  (c) An Opinion of Counsel addressed to the Trustee to the
effect that the terms of this Amendment No. 1 will not cause the Trust to be
characterized for Federal income tax purposes as an association taxable as a
corporation or otherwise have any material adverse impact on the Federal income
taxation of any outstanding Series of Investor Securities or any Security Owner.

                  (d) Counterparts of this Amendment No. 1, duly executed by the
parties hereto.

                  SECTION 9. Pooling and Servicing Agreement in Full Force and
Effect as Amended. Except as specifically amended or waived hereby, all of the
terms and conditions of the Pooling and Servicing Agreement shall remain in full
force and effect. All references to the Pooling and Servicing Agreement in any
other document or instrument shall be deemed to mean such Pooling and Servicing
Agreement as amended by this Amendment No. 1. This Amendment No. 1 shall not
constitute a novation of the Pooling and Servicing Agreement, but shall
constitute an


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amendment thereof. The parties hereto agree to be bound by the terms and
obligations of the Pooling and Servicing Agreement, as amended by this Amendment
No. 1, as though the terms and obligations of the Pooling and Servicing
Agreement were set forth herein.

                  SECTION 10. Counterparts. This Amendment No. 1 may be executed
in any number of counterparts and by separate parties hereto on separate
counterparts, each of which when executed shall be deemed an original, but all
such counterparts taken together shall constitute one and the same instrument.

                  SECTION 11. Governing Law. THIS AMENDMENT NO. 1 SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.

                  SECTION 12. Defined Terms and Section References. Capitalized
terms used herein and not otherwise defined shall have the meanings assigned to
such terms in the Pooling and Servicing Agreement. All Section or subsection
references herein shall mean Sections or subsections of the Pooling and
Servicing Agreement, except as otherwise provided herein.



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                  IN WITNESS WHEREOF, the Transferor, the Servicer and the
Trustee have caused this Amendment No. 1 to be duly executed by their respective
officers as of the day and year first above written.




                                          METRIS RECEIVABLES, INC.,
                                               TRANSFEROR



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



                                          DIRECT MERCHANTS CREDIT CARD
                                          BANK, NATIONAL ASSOCIATION,
                                               SERVICER



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



                                          U.S. BANK NATIONAL ASSOCIATION,
                                               TRUSTEE



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