SecProbe.io

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      October 14, 2005

Mail Stop 4561

Noah J. Hanft, Esq.
General Counsel
MasterCard Incorporated
2000 Purchase Street
Purchase, NY 10577

Re:	MasterCard Incorporated
      Form S-1 filed September 15, 2005
      Registration No. 333-128337

Dear Mr. Hanft:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. Please provide us with any pictures, graphics or artwork that
will
be used in the prospectus.

2. We note in various places that you cite supporting third party
sources for your disclosure.  For example, we refer to the Nilson
report referenced on page 54.  Please provide us with copies of
all
supporting materials cited in your registration statement.  Please
highlight or otherwise indicate the portions of those materials
that
support your disclosure.  Finally, please tell us whether each of
these reports or sources was publicly available or whether it was
commissioned by you.  If such sources are not publicly available,
please revise to file appropriate consents as required by Rule 436
of
Regulation C.

3. We note your disclosure on page 132 that you anticipate that
you
will undertake a directed share program.  Please tell us the
mechanics of how and when these shares are offered and sold to
investors in the directed share program.  For example, tell us how
the prospective recipients and number of reserved shares are
determined.  Tell us how and when you and the underwriters have
notified or will notify the directed share investors, including
the
types of communications used or to be used.  Discuss the
procedures
these investors must follow in order to purchase the offered
securities.  Are directed share purchasers required to establish
accounts before the effective time, and, if so, what if any funds
are
put in newly established brokerage accounts before the effective
date? How do the procedures for the directed share program differ
from the procedures for the general offering to the public?  In
addition, if any of the recipients of the shares or their
associates,
employees or affiliates are broker-dealers registered with the
NASD,
please tell us how you will comply with the NASD`s rules relating
to
"hot" IPOs, if applicable.  Please also provide us with copies of
all
materials to be used in connection with the directed share
program.

4. We note that a prospectus may be made available on the websites
maintained by one or more of the underwriters or selling group
members, and that the underwriters may distribute the prospectus
electronically.

* Please identify any representatives and any members of the
underwriting syndicate that will engage in any electronic offer,
sale
or distribution of the shares and describe their procedures to us.
If you become aware of any additional representatives or members
of
the underwriting syndicate that may engage in electronic offers,
sales or distributions after you respond to this comment, promptly
supplement your response to identify those representatives or
members
and provide us with a description of their procedures.

* Briefly describe any electronic distribution in the filing.
* Please disclose whether you or the underwriters have any
arrangements with a third party to host or access your preliminary
prospectus on the Internet.  If so, please identify the party and
the
website, describe the material terms of your agreement and provide
us
with copies of all information concerning your company or
prospectus
that has appeared on their website.  Again, if you subsequently
enter
into any such arrangements, promptly supplement your response.
* Please tell us whether any members of the selling group have
made
copies of the preliminary prospectus available over the Internet.
If
not, tell us when they intend to do so.  In this regard, note that
we
would consider this posting a circulation of the preliminary
prospectus.

5. Please supply the disclosure required by Item 506 of Regulation
S-
K related to dilution or tell us why you do not think it is
applicable.

6. We note that you intend to use the proceeds of this offering to
repurchase shares of Class B common stock from then current
holders.
Please tell us when you intend to commence such repurchases and,
if
you intend to do so prior to the closing of this offering, tell us
how you intend to comply with Rule 102 of Regulation M with
respect
to the repurchases.  In addition, please tell us how you intend to
comply with the requirements of Rule 13e-4 of the Securities
Exchange
Act of 1934.

7. We note your reference to class A members of MasterCard
International in the second paragraph on page 93 and in the first
paragraph on page 121.  Please expand your disclosure within the
body
of the prospectus to explain class A membership and its relevance
to
this offering, if any.

8. We note your statement on page 1 that, using your transaction
processing services, your "customers facilitate payment
transactions
between cardholders and merchants throughout the world."  On page
93
you refer to one of the regions you cover as the "Asia/Pacific-
Middle
East/Africa region."  On page 14 you state that the payment
industry
is subject to "increasing global regulatory focus" and that you
are
subject to regulations that affect the payment industry "in many
countries in which [your] cards are used."  In Exhibit 21.1, you
identify subsidiaries named MasterCard International Korea Ltd.,
incorporated in "Korea," and MasterCard Korea Ltd., incorporated
in
Delaware.

In light of the fact that Syria, Iran, Sudan, North Korea, Cuba
and
Libya have been identified by the U.S. State Department as state
sponsors of terrorism; Syria, Iran, Sudan, North Korea and Cuba
are
subject to economic sanctions administered by the U.S. Treasury
Department`s Office of Foreign Assets Control; and Libya was
subject
to similar OFAC-administered sanctions until September 21, 2004,
please describe for us your operations and/or contacts, if any, in
each of these countries, including any revenue derived from the
operations and/or contacts of licensees, subsidiaries, or other
affiliated entities in these countries; the materiality to you of
your operations and/or contacts, if any, in each country; and your
view as to whether those operations, if any, individually or in
the
aggregate, constitute a material investment risk for your security
holders.  In preparing your response please consider that
evaluations
of materiality should not be based solely on quantitative factors,
but should include consideration of all factors that a reasonable
investor would deem important in making an investment decision,
including the potential impact of corporate activities upon a
company`s reputation and share value.  In this regard, we note
that
Arizona and Louisiana have adopted legislation requiring
divestment
from, or reporting of interests in, companies that do business
with
countries designated as state sponsors of terrorism.  Furthermore,
California, Illinois, New Jersey and Oregon have adopted
legislation
requiring divestment from, or reporting of interests in, or
otherwise
regarding, companies that do business with Sudan, and similar
legislation has been proposed by several other U.S. states.

Prospectus Cover Page

9. We note your cover page disclosure that you intend to list your
Class A shares on the New York Stock Exchange under the symbol
"MA."
Further, we note in this regard your disclosure in the final
carry-
over paragraph on page 22 that you intend to apply for a listing
on
the NYSE.   Please confirm that you have applied for listing on
the
NYSE.  See the introductory note to Item 202 of Regulation S-K.
10. Please highlight your cross reference to the risk factors
section
by prominent type or some other manner.  Refer to Item 501(b)(3)
of
Regulation S-K.

11. Please revise to disclose the restrictions on ownership of the
Class A common stock.

Prospectus Summary, page 1

12. Please include a brief description of the role of each party
in
the "four-party" payment card system, including an explanation of
how
you derive revenues from each party.  In this connection, please
remove the definitions of customers, issuers and acquirers from
the
italicized paragraph appearing in the summary and incorporate them
into your description of these parties.

MasterCard, page 1

13. We note your disclosure regarding the compound annual growth
rate
of the dollar volume of card sales for the 3-year period ending in
2004.  Please revise to avoid the use of a compound rate, since it
does not provide a clear picture of the experience of card sales
over
that time period.

14. The disclosure of limited operating data such as revenue,
operating income and net income for 2004 and 2005 is more
appropriately disclosed in the summary consolidated financial data
on
page 9 where it can be seen in a more balanced context.  Please
revise to remove this disclosure from the final carry-over
paragraph
on page 1.

Competitive Strengths, page 2

15. Please balance your summary discussion of competitive
strengths
by moving your summary discussion of risk factors so that it
directly
follows the discussion of your strengths.

16. Please revise your disclosure in the bullet point discussing
"Long-Standing Customer Relationships," on page 3 to explain the
nature of the "value-added services" to which you refer.

17. Please revise your disclosure in the bullet point discussing
"Worldwide Acceptance," on page 3 to disclose the identity of the
"other sources" on which you are basing your information regarding
acceptance.

18. Please revise your disclosure in the bullet point discussing
"Global Branded Processing Platform," on page 3 to explain the
nature
of the "additional services" to which you refer.

19. Please expand your disclosure in the bullet point discussing
"Global Reach of Business" on page 3 to explain what your
"integrated
management structure" is.

Risks Related to our Business, Industry and Strategy, page 4

20. Please revise to include a brief discussion of the most
material
risks in the same format as you have presented competitive
strengths.
In this connection, please include a discussion of the risks
regarding the following:

* S&P credit watch with negative implications
*  51% voting power to be held by existing stockholders and The
MasterCard Foundation
* Recordation of significant net loss for the first quarter of
2006
* Required sales of Class A stock by 2007
* Use of proceeds to redeem shares rather than invest in your
business
* Impact of reduction of members` ownership and control on
revenues
or transaction volumes from members

Please note that the current cross-reference to the risk factors
section is not sufficient to balance the existing disclosure in
the
summary.

21. Please expand your discussion in the first sentence under this
heading to explain the nature of the risk, especially in light of
your disclosure that you do not earn revenues in connection with
interchange fees.  Further, please revise to briefly explain why
interchange fees and the operation of four-party payment systems
are
the subject of greater regulatory scrutiny.

Risk Factors, page 11

22. Please tell us what consideration you have given to including
a
risk factor discussing the impact on your revenues in any given
period if your customers` revenues end up being lower than those
used
to report revenues in the prior period, as discussed in the chart
at
the bottom of page 47.

23. Please include a separate risk factor discussing all of the
limitations, restrictions or penalties placed upon your business
as a
result of litigation settlements.  We note in this regard, the
ability of your customers to terminate agreements with you without
penalty in connection with the antitrust litigation described in
the
penultimate paragraph on page 16, and the right of merchants to
reject your debit cards as a result of the U.S. merchant suit
described in the first paragraph on page 17.

Interchange fees are subject to increasingly intense legal and
regulatory scrutiny worldwide, which may have a material adverse
impact on our revenue, our prospects for future growth and our
overall business, page 11

24. Please disclose who pays and who receives interchange fees.

25. If possible please quantify the amount of revenue generated by
your merchants through EU cross-border MIF in the first bullet
point.

26. Please quantify the amount of your revenue represented by UK
MIF
in the second bullet point.  In addition, please describe, if
possible, the differences between the decision recently issued by
the
OFT and the new investigation OFT says it will commence.

If we are found liable in any of the cases brought by American
Express or Discover, we may be forced to pay damages, page 12

27. Please quantify the damages sought by American Express and
Discover.

If we are ultimately unsuccessful in any of our various lawsuits
relating to our currency conversion practices, or if competing
dynamic currency conversion services reduce the volume of foreign
currency transactions we process, our business may be materially
and
adversely affected, page 12

28. Please revise to provide separate risk factor disclosure for
the
risk identified in the last paragraph of this risk factor.

29. Please quantify the damages sought in connection with the
lawsuits relating to your currency conversion practices.

30. Please revise to quantify the total amount of reserves
established with respect to this litigation.

If we are found liable in any of the other litigations that have
been
brought against us or in any other litigation to which we may be
subject in the future, we may be forced to pay damages and/or
change
our business practices or pricing structure, any of which could
have
a material adverse effect on our revenue and profitability, page
13

31. Please briefly describe your "Honor All Cards" rule and
explain
the basis of the claims related to that rule.

32. Please briefly describe chargeback transactions and explain
the
basis of the claims related to those types of transactions.

33. Please revise to disclose the amount of the settlement
agreement
entered into in June 2003.

34. Please quantify the damages sought in connection with the
lawsuits relating to your consumer class actions and the lawsuits
relating to your chargeback transactions.

We face increasingly intense competitive pressure on the prices we
charge our customers, which may materially and adversely affect
our
revenue and profitability, page 15

35. Please remove the sixth sentence of the first paragraph under
this heading as it tends to mitigate the risk presented.

As a guarantor of certain obligations of principal members and
affiliate debit licensees, we are exposed to risk of loss or
illiquidity if any of our members default on their MasterCard,
Cirrus
or Maestro settlement obligations, page 20

36. Please describe briefly what amounts are considered in
calculating your "aggregate gross legal settlement exposure," and
explain whether that amount relates to a particular day or an
ave