10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A

AMENDMENT NO. 1

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2007

Or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number: 001-32877

MasterCard Incorporated

(Exact name of registrant as specified in its charter)

Delaware	13-4172551
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)
2000 Purchase Street Purchase, NY	10577
(Address of principal executive offices)	(Zip Code)

(914) 249-2000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check One):

Large accelerated filer  x    Accelerated filer  ¨    Non-accelerated filer  ¨

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act)    Yes  ¨    No  x

As of April 27, 2007, there were 79,748,679 shares outstanding of the registrant’s Class A common stock, par value $.0001 per share, 55,337,407 shares outstanding of the registrant’s Class B common stock, par value $.0001 per share, and 1,632 shares outstanding of the registrant’s Class M common stock, par value $.0001 per share.

Explanatory Note

This Amendment No. 1 on Form 10-Q/A (“Form 10-Q/A”) is an amendment to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2007 (the “Report”). This Form 10-Q/A is being filed solely to add Exhibit 15, which was inadvertently omitted, as an additional exhibit to the Report that was originally filed with the Securities and Exchange Commission on May 2, 2007. This Form 10-Q/A does not alter any part of the content of the Report, except for the addition of Exhibit 15, and does not affect the information originally set forth in the Report, the remaining portions of which have not been amended.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MASTERCARD INCORPORATED
	(Registrant)
Date: May 3, 2007	By:	/s/ CHRIS A. MCWILTON
		Chris A. McWilton
		Chief Financial Officer
		(Principal Financial Officer)
Date: May 3, 2007	By:	/s/ TARA A. MAGUIRE
		Tara A. Maguire
		Corporate Controller
		(Principal Accounting Officer)

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EXHIBIT INDEX

Exhibit Number	Exhibit Description
15	Letter from the Company’s Independent Registered Public Accounting Firm

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EX-15

Exhibit 15

May 2, 2007

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Commissioners:

We are aware that our report dated May 2, 2007 on our review of interim financial information of MasterCard Incorporated (the “Company”) for the three month periods ended March 31, 2007 and 2006 and included in the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2007 is incorporated by reference in the Company’s Registration Statements on Form S-8 dated June 30, 2006 and August 9, 2006.

Very truly yours,

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP