SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Dunbar Webster Roy

(Last)

(First)

(Middle)

2200 MASTERCARD BOULEVARD

(Street)

O'FALLON

63366-7263

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2008

4. If Amendment, Date of 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

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	03/03/2008		M		5,357⁽¹⁾	A	$106.29	52,578	D
Class A Common Stock	03/03/2008		S		200⁽¹⁾	D	$186.64	52,378	D
Class A Common Stock	03/03/2008		S		200⁽¹⁾	D	$186.88	52,178	D
Class A Common Stock	03/03/2008		S		200⁽¹⁾	D	$187.74	51,978	D
Class A Common Stock	03/03/2008		S		200⁽¹⁾	D	$188.05	51,778	D
Class A Common Stock	03/03/2008		S		114⁽¹⁾	D	$188.09	51,664	D
Class A Common Stock	03/03/2008		S		143⁽¹⁾	D	$188.11	51,521	D
Class A Common Stock	03/03/2008		S		200⁽¹⁾	D	$188.26	51,321	D
Class A Common Stock	03/03/2008		S		200⁽¹⁾	D	$188.48	51,121	D
Class A Common Stock	03/03/2008		S		200⁽¹⁾	D	$188.61	50,921	D
Class A Common Stock	03/03/2008		S		200⁽¹⁾	D	$189.37	50,721	D
Class A Common Stock	03/03/2008		S		100⁽¹⁾	D	$189.5	50,621	D
Class A Common Stock	03/03/2008		S		200⁽¹⁾	D	$190.13	50,421	D
Class A Common Stock	03/03/2008		S		100⁽¹⁾	D	$190.39	50,321	D
Class A Common Stock	03/03/2008		S		100⁽¹⁾	D	$190.41	50,221	D
Class A Common Stock	03/03/2008		S		200⁽¹⁾	D	$190.59	50,021	D
Class A Common Stock	03/03/2008		S		200⁽¹⁾	D	$190.7	49,821	D
Class A Common Stock	03/03/2008		S		200⁽¹⁾	D	$191.27	49,621	D
Class A Common Stock	03/03/2008		S		87⁽¹⁾	D	$191.59	49,534	D
Class A Common Stock	03/03/2008		S		113⁽¹⁾	D	$191.64	49,421	D
Class A Common Stock	03/03/2008		S		100⁽¹⁾	D	$192.07	49,321	D
Class A Common Stock	03/03/2008		S		100⁽¹⁾	D	$192.08	49,221	D
Class A Common Stock	03/03/2008		S		200⁽¹⁾	D	$192.12	49,021	D
Class A Common Stock	03/03/2008		S		200⁽¹⁾	D	$192.99	48,821	D
Class A Common Stock	03/03/2008		S		200⁽¹⁾	D	$193.35	48,621	D
Class A Common Stock	03/03/2008		S		200⁽¹⁾	D	$193.49	48,421	D
Class A Common Stock	03/03/2008		S		200⁽¹⁾	D	$193.8	48,221	D
Class A Common Stock	03/03/2008		S		200⁽¹⁾	D	$193.83	48,021	D
Class A Common Stock	03/03/2008		S		200⁽¹⁾	D	$193.99	47,821	D
Class A Common Stock	03/03/2008		S		100⁽¹⁾	D	$194.1	47,721⁽²⁾	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$106.29	03/03/2008		M			5,357⁽¹⁾	⁽³⁾	03/01/2017	Class A Common Stock	5,357	$0	16,071	D

Explanation of Responses:

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 32 price increments relating to transactions that were executed on March 3,2008. This is the first of two Form 4s relating to such transactions. One additional Form 4 containing the balance of the price increments related to such transactions is being filed simultaneously.

3. The reporting person was awarded 21,428 options on March 1, 2007. The remaining 16,071 options will vest in three equal annual installments beginning on March 1, 2009, provided, however, the reporting person has resigned from MasterCard Incorporated effective March 15, 2008, and all unvested options held by the reporting person will be forfeited on such date.

	/s/ Bart S. Goldstein attorney in fact for Webster Roy Dunbar pursuant to Power of Attorney dated July 25, 2006	03/05/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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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