8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):   February 16, 2006

MasterCard Incorporated

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	000-50250 (Commission File Number)		13-4172551 (IRS Employer Identification No.)
2000 Purchase Street Purchase, New York (Address of principal executive offices)		10577 (Zip Code)
(914) 249-2000 (Registrant’s telephone number, including area code)
NOT APPLICABLE (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

On February 16, 2006, MasterCard Incorporated commenced the distribution to its shareholders of two letters, each dated February 16, 2006, one from Baldomero Falcones, Chairman, and one from Robert W. Selander, President and Chief Executive Officer. The two letters are attached as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit 99.1 Letter to Shareholders from Baldomero Falcones, Chairman of MasterCard Incorporated, dated February 16, 2006.

Exhibit 99.2 Letter to Shareholders from Robert W. Selander, President and Chief Executive Officer of MasterCard Incorporated, dated February 16, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MASTERCARD INCORPORATED
Date: February 16, 2006	BY	/s/    Noah J. Hanft
		Noah J. Hanft General Counsel And Secretary

EX-99.1

Exhibit 99.1

MasterCard International 2000 Purchase Street Purchase, NY 10577-2509
914 249-2000 www.mastercard.com

February 16, 2006

Dear MasterCard Shareholder,

Please find enclosed a letter from Bob Selander, the Chief Executive Officer of MasterCard.

As you will see from the letter, we have been making excellent progress in the implementation of our new governance and ownership structure. However, as Bob explains, he has an unexpected health matter to address that will mean a delay in our timelines. We now expect to complete our transition to a new structure in the second quarter of 2006.

Let me take this opportunity to express the Board’s full support and appreciation for Bob and his management team. I expect Bob to make a full recovery and look forward to continuing to work with him in implementing our new structure, bringing value to our customers and delivering excellent business results.

Regards,

Baldomero Falcones

Chairman

Enclosure

EX-99.2

Exhibit 99.2

MasterCard International 2000 Purchase Street Purchase, NY 10577-2509
914 249-2000 www.mastercard.com

February 16, 2006

Dear MasterCard Shareholder,

I want to update you on our progress with the implementation of our new governance and ownership structure.

Since Baldo Falcones and I wrote to you in August 2005, I am pleased to report that we have made excellent progress. As you know, we presented our proposals to you for approval in November 2005 and received your overwhelming support. Since then, we have made progress on all aspects of the transition including identifying our first independent directors and forming a new MasterCard charitable foundation. Overall, we were on track to complete the transition to our new governance and ownership structure in the first quarter of 2006.

In the midst of this smooth progress, I received some personal news that I want to share with you, and which we expect will delay our transition to a new structure until the second quarter of 2006. I was recently diagnosed with prostate cancer, which many of you probably know is a particularly common form of cancer among men over the age of 50. I was fortunate to have been diagnosed at an early stage when the prospects for a full recovery are excellent.

This week, I underwent surgery and I am delighted to inform you that the operation was successful. I am already at home and my prognosis is excellent. I will work from home over the next couple of weeks, with strong support from a highly experienced management team. I expect to be back in the office in early March.

While I have already resumed my normal responsibilities, I have been advised not to undertake a demanding travel schedule, such as a road show, over the next couple of months. We expect that this, combined with the timelines for our first quarter results, will mean a delay in our transition to a new structure until the second quarter of 2006.

As Baldo and I mentioned in our previous letter to you, the new structure will mark the start of a new chapter in MasterCard’s history. I am personally looking forward to leading us there, to bringing even greater value to our customers and to delivering excellent business results.

The management team and I appreciate and thank the Board for its full support.

Regards,

Bob Selander

President and Chief Executive Officer