S.E.C Correspondence

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several Underwriters, wish to advise you that we have effected the following distribution of Visa Inc.’s Preliminary Prospectus issued February 25, 2008 through the date hereof:

We were advised on March 14, 2008 by the Corporate Financing Department of the Financial Industry Regulatory Authority, Inc. that it has reviewed the above-captioned proposed offering and that it has determined to raise no objections with respect to the fairness of the terms and arrangements of the offering.

We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

In accordance with Rule 461 of the Act, we hereby join in the request of Visa Inc. for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 3:00 pm New York City Time on March 18, 2008, or as soon thereafter as practicable.


Very truly yours,


	J.P. MORGAN SECURITIES INC. GOLDMAN, SACHS & CO. BANC OF AMERICA SECURITIES LLC CITIGROUP GLOBAL MARKETS INC. HSBC SECURITIES (USA) INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED UBS SECURITIES LLC WACHOVIA CAPITAL MARKETS, LLC

	Acting severally on behalf of themselves and the Representatives and the several Underwriters


By:		J.P. MORGAN SECURITIES INC.

	By:	/s/ Richard Sesny
		Name: Richard Sesny
		Title: Vice President


By:		GOLDMAN, SACHS & CO.

	By:	/s/ Goldman, Sachs & Co.
		(Goldman, Sachs & Co.)


		No. of Copies
38 Prospective Underwriters		76,648
5 Dealers		7,522
1752 Institutions		5,256
Others		5,159
Total		94,585