Edgar Filing: MASTERCARD INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Michl Michael

2. Issuer Name and Ticker or Trading Symbol
MASTERCARD INC [MA]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Administrative Officer

(Last)

(First)

(Middle)

2000 PURCHASE STREET

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2008

(Street)

PURCHASE, NY 1057725009

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	01/07/2008		S		200 ⁽¹⁾	D	$ 196.74	47,167	D
Class A Common Stock	01/07/2008		S		100 ⁽¹⁾	D	$ 197.62	47,067	D
Class A Common Stock	01/07/2008		S		100 ⁽¹⁾	D	$ 197.78	46,967	D
Class A Common Stock	01/07/2008		S		100 ⁽¹⁾	D	$ 198.69	46,867	D
Class A Common Stock	01/07/2008		S		200 ⁽¹⁾	D	$ 198.84	46,667	D
Class A Common Stock	01/07/2008		S		100 ⁽¹⁾	D	$ 199.29	46,567	D
Class A Common Stock	01/07/2008		S		10 ⁽¹⁾	D	$ 200.05	46,557	D
Class A Common Stock	01/07/2008		S		190 ⁽¹⁾	D	$ 200.31	46,367	D
Class A Common Stock	01/07/2008		S		100 ⁽¹⁾	D	$ 201.8	46,267	D
Class A Common Stock	01/07/2008		S		1,710 ⁽¹⁾	D	$ 200	44,557	D
Class A Common Stock	01/07/2008		S		100 ⁽¹⁾	D	$ 200.05	44,457	D
Class A Common Stock	01/07/2008		S		2,000 ⁽¹⁾	D	$ 200.2	42,457	D
Class A Common Stock	01/07/2008		S		100 ⁽¹⁾	D	$ 200.81	42,357	D
Class A Common Stock	01/07/2008		S		100 ⁽¹⁾	D	$ 201.8	42,257	D
Class A Common Stock	01/07/2008		S		4,828 ⁽¹⁾	D	$ 200	37,429	D
Class A Common Stock	01/07/2008		S		200 ⁽¹⁾	D	$ 200.01	37,229	D
Class A Common Stock	01/07/2008		S		1,500 ⁽¹⁾	D	$ 200.1	35,729	D
Class A Common Stock	01/07/2008		S		1,500 ⁽¹⁾	D	$ 200.2	34,229	D
Class A Common Stock	01/07/2008		S		2,590 ⁽¹⁾	D	$ 200.25	31,639	D
Class A Common Stock	01/07/2008		S		1,500 ⁽¹⁾	D	$ 200.3	30,139	D
Class A Common Stock	01/07/2008		S		10 ⁽¹⁾	D	$ 200.31	30,129	D
Class A Common Stock	01/07/2008		S		100 ⁽¹⁾	D	$ 200.77	30,029	D
Class A Common Stock	01/07/2008		S		300 ⁽¹⁾	D	$ 201.8	29,729 ⁽²⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Michl Michael 2000 PURCHASE STREET PURCHASE, NY 1057725009			Chief Administrative Officer

Signatures

/s/ Bart S. Goldstein attorney in fact for Michael Michl pursuant to Power of Attorney dated July 26, 2006		01/09/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The sale reported in this Form 4 was effected pursuant to two pre-planned trading plans entered into in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 and previously referenced in two MasterCard Incorporated Form 8-Ks filed on August 15, 2007 and on November 9, 2007. The pre-planned trading plans were adopted by the reporting person on August 13, 2007 and on November 8, 2007.
(2)	This Form 4 contains 23 of 46 price increments relating to a transaction that was executed on 1/7/2008. This is the second of two Form 4s relating to such transaction. One additional Form 4 containing the balance of the price increments related to such transaction is being filed simultaneously.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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