Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Reeg Robert
 2. Date of Event Requiring Statement (Month/Day/Year)
05/20/2008		 3. Issuer Name and Ticker or Trading Symbol
MASTERCARD INC [MA]
(Last)
(First)
(Middle)
2200 MASTERCARD BOULEVARD		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, Global Tech. & Oper
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

O'FALLON, MO 63366		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock 12,640 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   (2) 05/25/2016 Class A Common Stock 3,174 $ 39 D  
Employee Stock Option (right to buy)   (3) 03/01/2017 Class A Common Stock 2,835 $ 106.29 D  
Employee Stock Option (right to buy)   (4) 03/01/2018 Class A Common Stock 1,908 $ 190 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Reeg Robert
2200 MASTERCARD BOULEVARD
O'FALLON, MO 63366		       President, Global Tech. & Oper  

Signatures

/s/ Bart S. Goldstein as attorney in fact for Robert Reeg pursuant to power of attorney dated May 22, 2008 05/29/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Award of restricted stock units on May 25, 2006.
(2) The reporting person was awarded employee stock options on May 25, 2006. Of the remaining 3,174 employee stock options, 1,058 employee stock options vested on May 25, 2008 and 2,116 employee stock options will vest in 2 equal annual installments beginning on May 25, 2009.
(3) The reporting person was awarded employee stock options on March 1, 2007. The remaining 2,835 employee stock options will vest in 3 equal annual installments beginning on March 1, 2009.
(4) The reporting person was awarded employee stock options on March 1, 2008. The employee stock options vest in 4 equal annual installments beginning on March 1, 2009

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