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Mail Stop 4561         January 9, 2009  Joseph W. Saunders Chief Executive Officer Visa Inc. P.O. Box 8999 San Francisco, CA 94128
Re: Visa Inc.
 Form 10-K for the Fiscal Year Ended September 30, 2008  File No. 001-33977

Dear Mr. Saunders:
We have reviewed the above-referenced f iling and have the following comments.
If indicated, we think you should revise your  document in response to these comments.
If you disagree, we will consider your explana tion as to why our comment is inapplicable
or a revision is unnecessary.  Please be as de tailed 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.
 Please understand that the purpose of our re view 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 any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K for the Fiscal Year Ended September 30, 2008

 Item 7. Management’s Discussion and Analysis  of Historical and Pro Forma Financial
Conditions and Results of Operations, page 51
 Contractual Obligations, page 85

 1. Regulation S-K Item 303(a )(5) requires MD&A for a nnual periods to include a
tabular disclosure of “known contractua l obligations.” The prescribed table
includes the caption “other long-term liabiliti es reflected on the registrant's
balance sheet under GAAP.”  Tell us why you have not included the Visa Europe
put option with in this table.  Given your  disclosure on page 83 that “the amount

Joseph W. Saunders
Visa Inc. January 9, 2009 Page 2
of [the Visa Europe put option] obligation could be several billion dollars or
more”, we believe that the put option appears material and should be included
within this table. We further believe th at a footnote to th is table should be
included that discloses the full settlement amount.  In light of the significance of
this obligation, we believe that the inclus ion of this obligation would be material
to the table and, therefore, your firs t Form 10-Q for fiscal year 2009 should
provide a complete updated table of  contractual oblig ations.
 Critical Accounting Estimates, page 86

 Fair Value – Visa Europe Put Option, page 87

 2. We note the assumptions disclosed in dete rmining the fair value of the put option
at September 30, 2008.  Tell us what c onsideration you gave to the current
economic conditions impacting these assump tions as they have not changed since
the disclosure in your Form S-1/A f iled February 25, 2008.  In your response,
provide greater insight in to the estimates and assumptions relied upon as of
September 30, 2008 in arriving at the fair value of the put option as well as a
range of the actual purchase price that you may be required to pay if the option is
exercised.    For example, consider disclosing the reasons for the difference
between the fair value of the put opti on and the settlement amount of several
billion or more.  Also, tell us whether an increase in the exercise probability
would have a constant impact or an incr easing impact as probability nears 100%.
That is, does each 5% increase in probability  result in the same fair value increase
in the put option or as it nears 100% doe s it increase exponentially.   In addition,
we note that you disclose that you cannot currently estimate the amount of the
obligation if the put is ex ercised (your page 83).   Explain how you can estimate
the fair value of the put option whil e you cannot estimate the amount of the
obligation if the put is exercised.
 Item 8. Financial Statements and Supplementary Data, page 96

 Notes to the Consolidated Fi nancial Statements, page 108

 Note 4 – Visa Europe, page 125

 Visa Europe Put-Call Option Agreement, page 127

 3. We note your disclosures surrounding the put  option agreement with Visa Europe.
Tell us the maximum amount that you coul d be required to pay to settle the put
option liability as required by paragraph 23.c. to SFAS 150.  Revise future filings
as appropriate.

* * * * * * *

Joseph W. Saunders
Visa Inc. January 9, 2009 Page 3
Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing(s), you may wish to provide us with ma rked copies of any amendment to expedite
our review.  Please furnish a cover letter that  keys your response to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 You may contact Jason Nietha mer, Staff Accountant, at (202) 551-3855 or me at
(202) 551-3730 if you have any questions regarding the above comments.
        S i n c e r e l y ,         /s/ Stephen Krikorian        Stephen Krikorian
Accounting Branch Chief