Edgar Filing: Hanft Noah J

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)
02/15/2008

(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	02/15/2008		S		200 ⁽¹⁾	D	$ 199.31	41,844	D
Class A Common Stock	02/15/2008		S		100 ⁽¹⁾	D	$ 199.35	41,744	D
Class A Common Stock	02/15/2008		S		100 ⁽¹⁾	D	$ 199.4	41,644	D
Class A Common Stock	02/15/2008		S		25 ⁽¹⁾	D	$ 199.49	41,619	D
Class A Common Stock	02/15/2008		S		100 ⁽¹⁾	D	$ 199.56	41,519	D
Class A Common Stock	02/15/2008		S		100 ⁽¹⁾	D	$ 199.57	41,419	D
Class A Common Stock	02/15/2008		S		75 ⁽¹⁾	D	$ 199.58	41,344	D
Class A Common Stock	02/15/2008		S		100 ⁽¹⁾	D	$ 199.59	41,244	D
Class A Common Stock	02/15/2008		S		200 ⁽¹⁾	D	$ 199.62	41,044	D
Class A Common Stock	02/15/2008		S		200 ⁽¹⁾	D	$ 199.73	40,844	D
Class A Common Stock	02/15/2008		S		200 ⁽¹⁾	D	$ 199.74	40,644	D
Class A Common Stock	02/15/2008		S		200 ⁽¹⁾	D	$ 199.76	40,444	D
Class A Common Stock	02/15/2008		S		100 ⁽¹⁾	D	$ 200	40,344	D
Class A Common Stock	02/15/2008		S		100 ⁽¹⁾	D	$ 200.13	40,244	D
Class A Common Stock	02/15/2008		S		100 ⁽¹⁾	D	$ 200.19	40,144	D
Class A Common Stock	02/15/2008		S		200 ⁽¹⁾	D	$ 200.48	39,944	D
Class A Common Stock	02/15/2008		S		100 ⁽¹⁾	D	$ 200.84	39,844 ⁽²⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

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		02/15/2008
^**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)	This Form 4 contains 17 of 35 price increments relating to a transaction that was executed on February 15, 2008. This is the second of two Form 4s relating to such transaction. An additional Form 4 containing the balance of the price increments related to such transaction is being filed simultaneously.

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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