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 ^*

Dunbar Webster Roy

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)
Pres., Technology & Operations

(Last)

(First)

(Middle)

2200 MASTERCARD BOULEVARD

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2008

(Street)

O'FALLON, MO 63366-7263

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	02/26/2008		M		9,808 ⁽¹⁾	A	$ 39	57,029	D
Class A Common Stock	02/26/2008		S		200 ⁽¹⁾	D	$ 193.28	56,829	D
Class A Common Stock	02/26/2008		S		200 ⁽¹⁾	D	$ 193.38	56,629	D
Class A Common Stock	02/26/2008		S		50 ⁽¹⁾	D	$ 193.52	56,579	D
Class A Common Stock	02/26/2008		S		50 ⁽¹⁾	D	$ 193.82	56,529	D
Class A Common Stock	02/26/2008		S		100 ⁽¹⁾	D	$ 194.05	56,429	D
Class A Common Stock	02/26/2008		S		100 ⁽¹⁾	D	$ 194.08	56,329	D
Class A Common Stock	02/26/2008		S		100 ⁽¹⁾	D	$ 194.11	56,229	D
Class A Common Stock	02/26/2008		S		100 ⁽¹⁾	D	$ 194.2	56,129	D
Class A Common Stock	02/26/2008		S		100 ⁽¹⁾	D	$ 194.49	56,029	D
Class A Common Stock	02/26/2008		S		100 ⁽¹⁾	D	$ 194.5	55,929	D
Class A Common Stock	02/26/2008		S		100 ⁽¹⁾	D	$ 194.61	55,829	D
Class A Common Stock	02/26/2008		S		300 ⁽¹⁾	D	$ 194.69	55,529	D
Class A Common Stock	02/26/2008		S		200 ⁽¹⁾	D	$ 194.71	55,329	D
Class A Common Stock	02/26/2008		S		100 ⁽¹⁾	D	$ 194.75	55,229	D
Class A Common Stock	02/26/2008		S		200 ⁽¹⁾	D	$ 194.9	55,029	D
Class A Common Stock	02/26/2008		S		100 ⁽¹⁾	D	$ 194.96	54,929	D
Class A Common Stock	02/26/2008		S		200 ⁽¹⁾	D	$ 194.97	54,729	D
Class A Common Stock	02/26/2008		S		100 ⁽¹⁾	D	$ 195	54,629	D
Class A Common Stock	02/26/2008		S		100 ⁽¹⁾	D	$ 195.02	54,529	D
Class A Common Stock	02/26/2008		S		100 ⁽¹⁾	D	$ 195.03	54,429	D
Class A Common Stock	02/26/2008		S		100 ⁽¹⁾	D	$ 195.13	54,329	D
Class A Common Stock	02/26/2008		S		300 ⁽¹⁾	D	$ 195.14	54,029	D
Class A Common Stock	02/26/2008		S		100 ⁽¹⁾	D	$ 195.16	53,929	D
Class A Common Stock	02/26/2008		S		200 ⁽¹⁾	D	$ 195.27	53,729	D
Class A Common Stock	02/26/2008		S		200 ⁽¹⁾	D	$ 195.32	53,529	D
Class A Common Stock	02/26/2008		S		8 ⁽¹⁾	D	$ 195.33	53,521	D
Class A Common Stock	02/26/2008		S		400 ⁽¹⁾	D	$ 195.44	53,121	D
Class A Common Stock	02/26/2008		S		200 ⁽¹⁾	D	$ 195.49	52,921	D
Class A Common Stock	02/26/2008		S		100 ⁽¹⁾	D	$ 195.51	52,821 ⁽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

Employee Stock Option (right to buy)

$ 39

02/26/2008

9,808 ⁽¹⁾

⁽³⁾

05/25/2016

Class A Common Stock

9,808

$ 0

29,424

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Dunbar Webster Roy 2200 MASTERCARD BOULEVARD O'FALLON, MO 63366-7263			Pres., Technology & Operations

Signatures

/s/ Bart S. Goldstein attorney in fact for Webster Roy Dunbar pursuant to Power of Attorney dated July 25, 2006		02/27/2008
^**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 transactions reported in this Form 4 were effected pursuant to a pre-planned trading plan entered into in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 and previously referrenced in a MasterCard Incorporated Form 8-K filed on August 15, 2007. The pre-planned trading plan was adopted by the reporting person on August 13, 2007.
(2)	This Form 4 contains 29 of 65 price increments relating to transactions that were executed on February 26, 2008. This is the first of three Form 4s relating to such transactions. Two additional Form 4s containing the balance of the price increments related to such transactions are being filed simultaneously.
(3)	The reporting person was awarded 39,232 options on May 25, 2006. The remaining 29,424 options will vest in three equal annual installments beginning on May 25, 2008.

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

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.