SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

February 12, 2014

Via E-mail
Byron H. Pollitt
Chief Financial Officer
Visa Inc.
P.O. Box 8999
San Francisco , CA 9 4128

 Re: Visa  Inc.
  Form 10-K for the Fiscal Year Ended September 30, 2013
  Filed November 22, 2013
  File No. 1-33977

Dear Mr. Pollitt :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   At this juncture, we are asking you to provide us with information so we may
better understand your disclosure.

Please respond to th is letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

Government Regulation, page 9
Anti-money laundering, anti -Terrorism and sanctioned countries, page 10

1. In your letter to us dated February 1, 2011, y ou discussed contacts with Iran, Syria,
Sudan and Cuba, countries that are designated by the State Department as state sponsors
of terrorism and which are subject to U.S. economic sanctions and export controls.  We
note that you no longer include the discl osure, included in your fiscal 2011 and 2012
Forms 10 -K, that you prohibited financial institutions that are domiciled in Cuba, Iran,
Syria and Sudan from being Visa members.  In addition, we note disclosure on the
website of the Department of Treasury’s O ffice of Foreign Assets Control that in August
2013 it issued a Finding of Violation against your subsidiary Visa International Service
Association for failing in September 2011 to timely file a report of blocked property in
which a blocked Government of S yria-owned bank had an interest.  We are also aware of

Byron H. Pollitt
Visa Inc.
February 12, 2014
Page 2

 third party news articles reporting that as of September 2011 Visa credit cards were no
longer valid in Syria.

Please describe to us the nature and extent of any past, current, and anticipated conta cts
with Syria, Sudan and Cuba since your 2011 letter, whether through subsidiaries, member
banks, affiliates, or other direct or indirect arrangements.  In this respect, we note that
your website provides a November 16, 2011 press release about MTN Group offering a
new Visa prepaid account, and we are aware of third party news articles report that Ahli
United Bank of Bahrain, Emirates NBD and Al Salam Bank issue Visa cards.  Each of
these companies is reported to have contacts with some or all of the refer enced countries.
Please tell us whether these companies provide your products or services in those
countries.  Your response should describe any services, technology, products, equipment
or components you have provided to the above referenced countries, d irectly or
indirectly, and any agreements, commercial arrangements, or other contacts with the
governments of those countries or entities controlled by their governments.
2. Please discuss the materiality of any contacts with Syria, Sudan and Cuba described in
response to the foregoing comment, and whether those contacts constitute a material
investment risk for your security holders.  You should address materiality in quantitative
terms, including the approximate dollar amounts of any associated revenues, as sets, and
liabilities for the last three fiscal years and the subsequent interim period .  Also, address
materiality in terms of qualitative factors that a reasonable investor would deem
important in making an investment decision, including the potential im pact of corporate
activities upon a company’s reputation and share value.  Various state and municipal
governments, universities, and other investors have proposed or adopted divestment or
similar initiatives regarding investment in companies that do busin ess with U.S. -
designated state sponsors of terrorism.  Your materiality analysis should address the
potential impact of the investor sentiment evidenced by such actions directed toward
companies that have operations associated with Syria, Sudan and Cuba.

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the compa ny and its management are
in possession of all facts relating to the company’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provide a written 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 for eclose
the Commission from taking any action with respect to the filing; and

Byron H. Pollitt
Visa Inc.
February 12, 2014
Page 3

  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.

Please  contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

                  Sincerely,

                  /s/ Cecilia Blye

                  Cecilia Blye, Chief
                  Office of Global Security Risk

cc:  Barbara Jacobs
  Assistant Director
 Division of Corporation Finance