SecProbe.io

Mail Stop 4561         February 8, 2008
Joseph W. Saunders
Chief Executive Officer
Visa Inc.  P.O. Box 8999 San Francisco, CA 94128-8999

RE: Visa Inc.
Amendment No. 1 to Form S-1 filed February 4, 2008 File No. 333-147296 Date Filed: November 9, 2007

Dear Mr. Saunders:

We have reviewed your response to our letter dated January 15, 2008 in
connection with the above referenced fili ng and have the following comments.  If
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to pr ovide us with supplemental information so
we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.  Unless otherwise noted, where prior comments are referred to
they refer to our le tter dated January 15, 2008.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

of Visa Inc., page 58

Overview, page 58
 1. We note your response to prior comment number 6.  Notwithstanding your
position that a quantitative disclosure of  revenues based on the legacy regional
structure is not consistent  with the present structur e, we believe that MD&A,
should include a discussion and analysis  of financial condition and operating
performance that includes both past and prospective matters related to
management’s view of key metrics, f actors and contributors to pro forma
operating results. Narrative explanation of the financial statements that enables

Joseph W. Saunders
Visa Inc. February 8, 2008 Page - 2 -

investors to see the company through th e eyes of management, which quantifies
and analyzes regional payment volume by product category, regional pricing
changes and by types of new service fees or  other key metrics would appear to aid
in an understanding of your financial re sults and ongoing impact of these metrics
and factors. As examples of where we  believe MD&A could be improved, we
note you disclose reasons for revenue gr owth that involve geographic regional
pricing differences, new pricing schemes a nd new fees with little quantification of
the impact of those factors on revenues . Examples of these areas include the
following (note that this list is not intended to be all-inclusive):

• You disclose on page 62 under “Opera ting Revenues” that your service
fees and data processing fees are priced differently based on geographic
differences.   Disclosure of material trends associ ated with these pricing
differences would appear to be ma terial information to investors;
• On page 65 you note new services a nd changing prices for various
services “outside the United Stat es” since December 31, 2006 collectively
increased first quarter operati ng revenues in fiscal 2008 by 15%;
• With no separate comparative or regi onal quantification of their revenue
impact you disclose on page 66 that service fees were impacted by new
fees and pricing in 2007; and
• On page 66, data processing fee revenue comparative growth to
transaction volume is attributed to  price modifications worldwide.
However, there is no disclosure of th e underlying regional trends or events
causing those modifications.
 Critical Accounting Estimates, page 87

 Fair Value – Goodwill and Intangibles, page 89

2. We note your response to prior comment number 7.  Tell us what consideration
you gave to disclosing within Critic al Accounting Estimates the specific
information concerning marketplace part icipant assumptions provided in your
response.  In view of the significant allocation of purch ase consideration to these
intangibles this appears to be material and informative disclosure regarding your
fair value determinations.

Certain Relationships and Relate d Party Transactions, page 200

3. Comments related to your response to prior comment number 12 will be provided
under separate cover early next week.

Joseph W. Saunders
Visa Inc. February 8, 2008 Page - 3 -

VISA Inc.
 Consolidated Balance Sheet, page F-3

 4. We note your Pro Forma Stockholders’ E quity at December 31, 2007 on page F-
58.  It is not clear how you have provided  a pro forma presentation that informs
investors of the possible range of impact  the redemption and conversion features
are expected to have on stockholders’ equ ity.  Rule 11-02(b)(8) of Regulation S-X
contemplates that where a transaction is structured in such a manner that
significantly different results may occur, additional pro form presentations shall
be made that give effect to the rang e of possible results. See SAB Topic 1B3,
Rule 11-01(a)(8) and Rule 11-02(b)(7) of  Regulation S-X.  Please revise or
explain why revision is not required.

Note 3 – The Reorganization, page F-10

 True-Up of Purchase Consideration, page F-11

 5. We note the stock dividend treatment and cl assification of a true-up increase in
ownership for Visa, USA members disclo sed in Note 3 on page F-12.  Please
provide the specific reference in SFAS 141 or other accounting literature that
supports this treatment and classification.
 Purchase Consideration, page F-12

 6. Your response does not appear to fully address the Staff’s requests in prior
comment number 3.  In this regard, we would envision that disclosure should
address the quantitative as well as the qualitative assumptions and methodologies
used in determining the Visa, Inc. common stock value issued in exchange for the acquired regions.  Please revise your fili ng accordingly, or tell us why revision is
not necessary.

Fair Value of Assets Acquired and Liabilities Assumed, page F-13

 7. You disclose that the purchase alloca tion is subject to the finalization of
restructuring costs and evaluation of certain  contingent liabilities.  Your existing
disclosure on page F-13 does not app ear to fully address the disclosure
requirements under paragraph 51.f of SFA S 141 for the remaining restructuring
costs and evaluations of contingencies a nd their respective accounting treatments.
Please revise.

* * * *

As appropriate, please amend your regist ration statement in response to these

Joseph W. Saunders
Visa Inc. February 8, 2008 Page - 4 -

comments.  You may wish to provide us w ith marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewing your amendment and responses to our comments.
 You may contact Jason Niet hamer at (202) 551-3855 or me at (202) 551-3226 if
you have questions regarding comments on the fi nancial statements and related matters.

Sincerely,
         / s /  C r a i g  W i l s o n

Craig Wilson  Sr. Asst. Chief Accountant
 cc. Mark L. Mandel
by facsimile at (212) 354-8113