UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
For the fiscal year ended December 31, 2008
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission File No. 0-23961
METRIS MASTER TRUST
(Exact name of Issuing Entity as specified in its charter)
HSBC FINANCE CORPORATION (Exact name of Servicer as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization of the Issuing Entity)	Not Applicable (I.R.S. Employer Identification Number of the Issuing Entity)
	86-1052062 (I.R.S. Employer Identification Number of the Servicer)
c/o HSBC Finance Corporation 26525 North Riverwoods Blvd, Mettawa, Illinois 60045 (Address of principal executive offices of Servicer) (224) 544-2000 (Servicer'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: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x 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 o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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 a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer o............Accelerated filer o............Non-accelerated filer x............Smaller reporting company o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x Registrant has no voting or non-voting common equity outstanding and held by non-affiliates as of the date of this Report.

INTRODUCTORY NOTE On December 1, 2005, HSBC Bank Nevada, National Association ("HSBC Bank") merged with Direct Merchants Credit Card Bank, National Association ("DMCCB") with HSBC Bank as the surviving entity (the "Merger"). Prior to the Merger, DMCCB had transferred certain credit card account receivables, which have not subsequently been retransferred or otherwise sold (the "Receivables"), to its affiliate, Metris Companies Inc. ("MCI"), pursuant to the Second Amended and Restated Bank Receivables Purchase Agreement, dated as of January 22, 2002 (the "DMCCB-MCI RPA"), among DMCCB and MCI. Following the transfer of Receivables by DMCCB, MCI transferred the Receivables to an affiliate, Metris Receivables, Inc. ("MRI"), pursuant to the Second Amended and Restated Receivables Purchase Agreement, dated as of January 22, 2002 (the "MCI-MRI RPA"), among MCI and DMCCB and MRI. MRI, in turn, transferred the Receivables to U.S. Bank National Association, as trustee (the "Trustee") of the Metris Master Trust (the "Issuer", the "Registrant" or the "Trust"), pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of January 22, 2002 (the "Second Pooling Agreement"), by and among DMCCB, as servicer, MRI, as transferor, and the Trustee. Following the Merger, MRI is the transferor (the "Transferor") under the Fourth Amended and Restated Pooling and Servicing Agreement, dated as of December 1, 2005, (the "Pooling and Servicing Agreement"), among MRI, HSBC Finance Corporation, as successor servicer (the "Servicer"), and the Trustee. Pursuant to the Pooling and Servicing Agreement, MRI sells certain receivables arising in connection with revolving credit card accounts to the Issuer whereby together with the receivables, are collateral for asset-backed certificates issued by series (the "Certificates" or "Securities") pursuant to the Pooling and Servicing Agreement, as such Pooling and Servicing Agreement is supplemented by the applicable series supplement relating to a particular series of Certificates that have been issued from the Trust. As of December 31, ~~2007~~2008, the following Certificates were issued by the Issuer and were outstanding: None The Metris Master Trust, Series 2002-4 Floating Rate Asset Backed Securities consisting of Class A, Class B and Class M Securities were paid in full on May 21, 2007. The Metris Master Trust, Series 2004-1 Floating Rate Asset Backed Securities consisting of Class A, Class B and Class M Securities were paid in full on April 20, 2007. The Metris Master Trust, Series 2005-1 Floating Rate Asset Backed Securities consisting of Class A, Class B and Class M Securities were paid in full on March 20, 2007. The Metris Master Trust, Series 2005-2 Floating Rate Asset Backed Securities consisting of Class A, Class B and Class M Securities were paid in full on September 20, 2007. The Servicer has prepared this Form 10-K on behalf of the Registrant in reliance upon various no-action letters issued by the Securities and Exchange Commission (the "Commission") to other trusts substantially similar to the Trust. Items designated herein as "Not Applicable" have been omitted as a result of this reliance. PART I Item 1. Business. Not Applicable. Item 1A. Risk Factors. Not Applicable. Item 1B. Unresolved Staff Comments. None. Item 2. Properties. Not Applicable.

Item 3. Legal Proceedings. Since June 2005, HSBC Finance Corporation, HSBC North America Holdings Inc., and HSBC Holdings plc, as well as other banks and ~~the~~ Visa Inc. and ~~Master Card associations~~MasterCard, were named as defendants in four class actions filed in Connecticut and the Eastern District of New York; Photos Etc. Corp. et al. v. Visa U.S.A., Inc., et al. (D. Conn. No. 3:05-CV-01007 (WWE)): National Association of Convenience Stores, et al. v. Visa U.S.A., Inc., et al. (E.D.N.Y. No. 05-CV 4520 (JG)); Jethro Holdings, Inc., et al. v. Visa U.S.A., Inc. et al. (E.D.N.Y. No. 05-CV-4521 (JG)); and American Booksellers Ass’n v. Visa U.S.A., Inc. et al. (E.D.N.Y. No. 05-CV-5391 (JG)). Numerous other complaints containing similar allegations (in which no HSBC entity is named) were filed across the country against Visa Inc., MasterCard and other banks. These actions principally allege that the imposition of a no-surcharge rule by the associations and/or the establishment of the interchange fee charged for credit card transactions causes the merchant discount fee paid by retailers to be set at supracompetitive levels in violation of the Federal antitrust laws. InThese ~~response~~suits tohave ~~motions~~been ofconsolidated ~~the plaintiffs on October 19, 2005, the Judicial Panel on Multidistrict Litigation (the “MDL Panel”) issued an order consolidating these suits~~ and transferred ~~all of the cases~~ to the Eastern District of New York. The consolidated case is: In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation, MDL 1720, E.D.N.Y. A consolidated, amended complaint was filed by the plaintiffs on April 24, 2006. ~~Discovery~~and ~~has~~a ~~begun.~~second Atconsolidated ~~this~~amended ~~time,~~complaint wewas ~~are~~filed ~~unable~~on toJanuary ~~quantify~~29, ~~the~~2009. ~~potential~~The ~~impact~~parties ~~from~~are ~~this~~engaged ~~action,~~in ifdiscovery ~~any~~and motion practice. Item 4. Submission of Matters to a Vote of Security Holders. No vote or consent of the holders of the Securities (the "Securityholders") was solicited for any purpose during the year ended December 31, ~~2007~~2008. PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. ToAs ~~the best knowledge~~ of ~~the~~December ~~Servicer~~31, 2008, there iswere no ~~established~~outstanding ~~public~~publicly ~~trading~~offered ~~market for the~~ Securities. ~~Each class~~ of the Issuer's. ~~Securities~~Item ~~that~~6. isSelected ~~publicly~~Financial ~~offered~~Data. inNot ~~the~~Applicable. ~~United~~Item ~~States~~7. isManagement's ~~represented~~Discussion byand ~~one~~Analysis orof ~~more~~Financial ~~notes~~Condition ~~registered~~and inResults ~~the~~of ~~name~~Operations. ofNot ~~Cede~~Applicable. &Item Co7A. ~~("Cede"),~~Quantitative ~~the~~and ~~nominee~~Qualitative ofDisclosures ~~The~~About ~~Depository~~Market ~~Trust~~Risk. ~~Company~~Not ~~("DTC")~~Applicable. Item 68. ~~Selected~~ Financial Statements and Supplementary Data. Not Applicable. Item 79. ~~Management's~~Changes ~~Discussion~~in and ~~Analysis~~Disagreements ofwith ~~Financial~~Accountants ~~Condition~~on Accounting and ~~Results~~Financial ~~of Operations~~Disclosure. ~~Not Applicable~~None. Item 7A9A. ~~Quantitative~~Controls and ~~Qualitative~~Procedures. ~~Disclosures~~Not ~~About~~Applicable. ~~Market~~Item ~~Risk~~9A(T). Controls and Procedures. 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 9A(T). Controls and Procedures. Not Applicable. Item 9B. Other Information. Not Applicable. PART III Item 10. Directors, Executive Officers and Corporate Governace. Not Applicable. Item 11. Executive Compensation. Not Applicable. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Each class of the Issuer's Securities that is publicly offered in the United States is represented by one or more certificate registered in the name of Cede, the nominee of DTC, and an investor holding an interest in such classes of securities is not entitled to receive a certificate representing such interest except in limited circumstances as set forth in the indenture. Accordingly, Cede is the sole holder of record of such securities, which it holds on behalf of brokers, dealers, banks and other direct participants in the DTC system. Such direct participants may hold securities for their own accounts or for the accounts of their customers. The name and address of Cede is Cede & Co., c/o The Depository Trust Company, 55 Water Street, New York, New York 10041. The Servicer is not aware of any Schedules 13D or 13G filed with the Securities and Exchange Commission in respect of the Securities. Item 13. Certain Relationships and Related Transactions, and Director Independence. Not Applicable. Item 14. Principal Accounting Fees and Services. Not Applicable.

Item 9B. Other Information.

Not Applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governace.

Not Applicable.

Item 11. Executive Compensation.

Not Applicable.

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

As of December 31, 2008, there were no outstanding publicly offered Securities of the Issuer.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Not Applicable.

Item 14. Principal Accounting Fees and Services.

Not Applicable.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a)(1) Not Applicable.

(a)(2) Not Applicable.

(a)(3) The Servicer is obligated to prepare an Annual Statement to Securityholders for the year ended December 31, 2008, and Independent Registered Public Accountants are required to prepare an Annual Servicing Report pertaining to the compliance of the Servicer with its servicing obligations pursuant to the Agreement. Copies of said documents are filed as exhibits to this Form 10-K.

(b) The exhibits required by Item 601 of Regulation S-K (Section 229.601):

Exhibit No.

Exhibit Description

Exhibit 31

Certification Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.

Exhibit 99.1

Annual Servicer’s Certificate dated March 16, 2009.

Exhibit 99.2

Independent Registered Public Accountants' Report dated March 16, 2009.

(c) The financial statement schedules required by Regulation S-X (17 CFR 210) which are excluded from the annual report to the shareholders by Rule 14a-3(b):

Not Applicable.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Servicer has duly caused this report to be signed on behalf of the Metris Master Trust by the undersigned, thereunto duly authorized.

PART IV
		HSBC FINANCE CORPORATION, as Servicer of and on behalf of the METRIS MASTER TRUST (Registrant)
Item 15. Exhibits, Financial Statement Schedules. (a)(1) Not Applicable. (a)(2) Not Applicable. (a)(3) The Servicer is obligated to prepare an Annual Statement to Securityholders for the year ended December 31, 2007, and Independent Registered Public Accountants are required to prepare an Annual Servicing Report pertaining to the compliance of the Servicer with its servicing obligations pursuant to the Agreement. Copies of said documents are filed as exhibits to this Form 10-K. (b) The exhibits required by Item 601 of Regulation S-K (Section 229.601):
		By: /s/ Dennis J. Mickey
Exhibit No.	Exhibit Description
		Dennis J. Mickey Senior Vice President, Chief Operating Officer - Treasury
Exhibit 31	Certification Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
Dated: March 25, 2009
Exhibit 99.1	Annual Servicer’s Certificate dated March 3, 2008.
Exhibit Index
Exhibit 99.2	Independent Registered Public Accountants' Report dated March 3, 2008.
Exhibit No.	Exhibit Description
(c) The financial statement schedules required by Regulation S-X (17 CFR 210) which are excluded from the annual report to the shareholders by Rule 14a-3(b): Not Applicable.
Exhibit 31	Certification Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
Exhibit 99.1	Annual Servicer’s Certificate dated March 16, 2009.
Exhibit 99.2	Independent Registered Public Accountants' Report dated March 16, 2009.

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Servicer has duly caused this report to be signed on behalf of the Metris Master Trust by the undersigned, thereunto duly authorized.
		HSBC FINANCE CORPORATION, as Servicer of and on behalf of the METRIS MASTER TRUST (Registrant)
		By: /s/ Dennis J. Mickey
		Dennis J. Mickey Senior Vice President, Chief Operating Officer - Treasury
Dated: March 25, 2008
Exhibit Index
Exhibit No.	Exhibit Description
Exhibit 31	Certification Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
Exhibit 99.1	Annual Servicer’s Certificate dated March 3, 2008.
Exhibit 99.2	Independent Registered Public Accountants' Report dated March 3, 2008.

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