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

SCHEDULE 13G

(Amendment No. Seven)*


Metris Companies Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

591598107
(Cusip Number)

December 31, 2004
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to 
which this Schedule is filed:

[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] 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 the 
disclosures provided in a prior cover page.

The information required in 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).












 

1.	 NAME OF REPORTING PERSON
   	 S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON:

	 NewSouth Capital Management, Inc.
	 Tax ID #: 62-1237220

2.	 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)[ ]
                		                                (b)[ ]   
3.	 SEC USE ONLY

4.	 CITIZENSHIP OR PLACE OF ORGANIZATION
       Tennessee
    
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING 
PERSON WITH:

5.	SOLE VOTING POWER

	4,297,027

6.	SHARED VOTING POWER

	None

7.	SOLE DISPOSITIVE POWER

	4,307,027

8.	SHARED DISPOSITIVE POWER

	None

9.	AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING 
	PERSON

	4,307,027

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES    
	CERTAIN SHARES

	N/A

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	7.4%


12.	TYPE OF REPORTING PERSON*

	I/A







Item 1. (a)  Name of Issuer:

  		 Metris Companies Inc.	
Item 1. (b)  Address of Issuer's Principal Executive
             Offices:                            

		 10900 Wayzata Blvd
             Minnetonka, MN  55305

Item 2. (a)  Name of Person Filing:

             NewSouth Capital Management, Inc.

Item 2. (b)  Address of Principal Business Office:

             1100 Ridgeway Loop Rd. Suite 444
             Memphis, TN  38120

Item 2. (c) Citizenship:

            USA

Item 2. (d) Title of Class of Securities:

		Common Stock

Item 2. (e) CUSIP Number:

		591598107

Item 3. (e) /x/ Investment Adviser registered under Section 
203 of the Investment Advisers Act of 1940

Item 4.  Ownership:
        
(a)	Amount Beneficially Owned:
	4,307,027
(b)	Percent of Class:
	7.4%
(c)	Number of Shares as to which such person has:
(i)	Sole Power to vote or to direct  the 
	vote:  4,297,027
(ii)	Shared Power to vote or to direct the 
	vote:  None
(iii)	Sole Power to dispose or to direct the 
	disposition of:  4,307,027
(iv)	Shared Power to dispose or to direct 
	the disposition of: None









Of the 4,307,027 shares being reported, 20,510 or .04% of 
the outstanding shares of Common Stock of Metris Companies 
Inc. are managed by NewSouth Capital Management, Inc. 
through a Morgan Keegan Preferred Program ("MKPfd") whereby 
accounts are placed with NewSouth for management.  Although 
discretionary responsibility for the accounts is with 
NewSouth MKPfd retains responsibility for SEC filings 
should their cumulative holdings trigger the need for 13G 
reporting.
Of the 4,307,027 shares being reported, 55,570 or .10% of 
the outstanding shares of Common Stock of Metris Companies 
Inc. are managed by NewSouth Capital Management, Inc. 
through a Thomas Weisel Partners LLC Asset Management 
Consulting Program whereby accounts are placed with 
NewSouth for management.  Although discretionary 
responsibility for the accounts is with NewSouth, Thomas 
Weisel Partners LLC retains responsibility for SEC filings 
should their cumulative holdings trigger the need for 13G 
reporting.

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 five percent of the class 
of securities, check the following [ ].


Item 6.  Ownership of More than Five Percent on Behalf of 
Another Person:

NewSouth Capital Management is an Investment Advisor and in 
such capacity acquired the securities on behalf of it's 
Advisor clients.  No single client's interest relates to 
more than 5% of the class.

Item 7.  Identification and Classification of the 
Subsidiary Which Acquired the Security Being Reported on By 
the Parent Holding Company:  N/A

Item 8.  Identification and Classification of Members of 
the Group:  N/A

Item 9.  Notice of Dissolution of Group:  N/A



Item 10.  Certification:

By signing below I certify that, to the best of my 
knowledge and belief, the securities referred to above were 
acquired in the ordinary course of business and were not 
acquired for the purpose of and do not have the effect of 
changing or influencing the control of the issuer of such 
securities and were not acquired in connection with or as a 
participant in any transaction having such purposes or 
effect.

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:  02/04/2005 as of 12/31/2004


Signature:____________________   
Name:      David M. Newman
Title:     Vice President