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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Hanft Noah J

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)
General Counsel & Corp. Sec.

(Last)

(First)

(Middle)

2000 PURCHASE STREET

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2008

(Street)

PURCHASE, NY 105772509

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	05/15/2008		M		2,678 ⁽¹⁾	A	$ 106.29	38,687	D
Class A Common Stock	05/15/2008		S		100 ⁽¹⁾	D	$ 284.8	38,587	D
Class A Common Stock	05/15/2008		S		100 ⁽¹⁾	D	$ 286.28	38,487	D
Class A Common Stock	05/15/2008		S		78 ⁽¹⁾	D	$ 286.68	38,409	D
Class A Common Stock	05/15/2008		S		100 ⁽¹⁾	D	$ 286.72	38,309	D
Class A Common Stock	05/15/2008		S		100 ⁽¹⁾	D	$ 286.79	38,209	D
Class A Common Stock	05/15/2008		S		100 ⁽¹⁾	D	$ 286.81	38,109	D
Class A Common Stock	05/15/2008		S		200 ⁽¹⁾	D	$ 286.85	37,909	D
Class A Common Stock	05/15/2008		S		100 ⁽¹⁾	D	$ 286.88	37,809	D
Class A Common Stock	05/15/2008		S		100 ⁽¹⁾	D	$ 286.97	37,709	D
Class A Common Stock	05/15/2008		S		200 ⁽¹⁾	D	$ 287	37,509	D
Class A Common Stock	05/15/2008		S		100 ⁽¹⁾	D	$ 287.03	37,409	D
Class A Common Stock	05/15/2008		S		100 ⁽¹⁾	D	$ 287.06	37,309	D
Class A Common Stock	05/15/2008		S		100 ⁽¹⁾	D	$ 287.08	37,209	D
Class A Common Stock	05/15/2008		S		100 ⁽¹⁾	D	$ 287.1	37,109	D
Class A Common Stock	05/15/2008		S		72 ⁽¹⁾	D	$ 287.15	37,037	D
Class A Common Stock	05/15/2008		S		100 ⁽¹⁾	D	$ 287.24	36,937	D
Class A Common Stock	05/15/2008		S		28 ⁽¹⁾	D	$ 287.35	36,909	D
Class A Common Stock	05/15/2008		S		200 ⁽¹⁾	D	$ 287.42	36,709	D
Class A Common Stock	05/15/2008		S		100 ⁽¹⁾	D	$ 287.44	36,609	D
Class A Common Stock	05/15/2008		S		100 ⁽¹⁾	D	$ 287.63	36,509	D
Class A Common Stock	05/15/2008		S		100 ⁽¹⁾	D	$ 287.7	36,409	D
Class A Common Stock	05/15/2008		S		100 ⁽¹⁾	D	$ 287.83	36,309	D
Class A Common Stock	05/15/2008		S		100 ⁽¹⁾	D	$ 287.93	36,209	D
Class A Common Stock	05/15/2008		S		100 ⁽¹⁾	D	$ 287.99	36,109	D
Class A Common Stock	05/15/2008		S		100 ⁽¹⁾	D	$ 288.02	36,009	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)

$ 106.29

05/15/2008

2,678 ⁽¹⁾

⁽²⁾

03/01/2017

Class A Common Stock

2,678

$ 0

8,034

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Hanft Noah J 2000 PURCHASE STREET PURCHASE, NY 105772509			General Counsel & Corp. Sec.

Signatures

/s/ Bart S. Goldstein attorney in fact for Noah J. Hanft pursuant to Power of Attorney dated July 24, 2006		05/19/2008
^**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)	The reporting person was awarded 10,712 options on March 1, 2007. The remaining 8,034 options will vest in three equal annual installments beginning on March 1, 2009.

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.