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S.E.C. Response Letter

 February 4, 2008

 VIA FEDEX

 Division of Corporation Finance

 Securities and Exchange
Commission

 100 F Street, N.E.

 Mail Stop 4561

 Washington, D.C. 20549

 Attn: Jay Ingram, Esq.

Re:
Visa Inc.

 Registration Statement on Form S-1 (File
No. 333-147296)

 Dear Mr. Ingram:

 On behalf of Visa Inc., a Delaware corporation (the “Company” or “Visa Inc.”), and in connection with the Registration
Statement on Form S-1 originally filed by the Company with the Securities and Exchange Commission (the “Commission”) on November 9, 2007 (the “Registration Statement”) and amended on December 21, 2007 (“Amendment
No. 1”), we are writing in response to the Staff’s comments on Amendment No. 1 as transmitted to the Company by letter dated January 15, 2008. For convenience, we have reprinted the Staff’s comments below in bold, with
the corresponding response set forth immediately below the applicable comment. This letter is substantially identical to the letter sent to you on January 29, 2008 other than an update to the response to comment 13 and updates to page number
references.

 The Company has filed today with the Commission Amendment No. 2 (“Amendment No. 2”) to the Registration
Statement, and all references herein to the Registration Statement are to Amendment No. 2 and to the form of prospectus included therein. In addition, in accordance with the Staff’s request, revisions made to the Registration Statement
have been similarly addressed in the Company’s Annual Report on Form 10-K (the “Annual Report”).

 General

1.
We understand that you have not yet formally determined the price range for the offering but it would greatly aid our understanding of the effects of the

 February 4, 2008

restructuring and other transactions you propose if you provide us, as soon as possible, with a version of your document that gives effect to a possible offering price selected
by management from a range of potential prices that management would consider acceptable. Such a submission would enable us to better assess your disclosure in a number of areas.

 The Company has provided with this submission supplementally to the Staff pages from the Registration Statement giving effect to an offering price,
number of shares and other parameters, in order to indicate the impact that such information has on the disclosure in the Registration Statement. The Company has not yet determined the pricing range for the offering, the number of shares or other
parameters and, accordingly, the information provided supplementally is provided for illustrative purposes only.

2.
It appears from information available on a Visa website that the Commercial Bank of Syria is a Visa member bank. The Commercial Bank of Syria is the subject of a Treasury
Department rule requiring U.S. financial institutions to terminate all correspondent accounts involving the bank. The Treasury Department release announcing finalization of the rule indicates that the rule was adopted, in part, because the bank has
been used by terrorists to move funds. Please expand the materiality analysis you provided in response number 3 of your August 21, 2007, letter to the staff, to discuss the potential impact on your reputation and share value of your association
with the Commercial Bank of Syria.

 The Company is not a financial institution and thus is not subject to the Treasury
Department rule requiring U.S. financial institutions to terminate correspondent accounts with the Commercial Bank of Syria (the “Bank”). The Company has not held and does not hold such accounts for the Bank. Following an internal risk
assessment of various factors, the Company voluntarily chose, effective September 11, 2007, to block the Bank from processing transactions through the Visa payments system. The Company believes that its past relationship with the Bank will have
no future impact on the Company’s reputation and share value. The Company believes its former relationship with the Bank fully complied with applicable U.S. law.

 The revenues generated from the Bank constituted an immaterial portion of the Company’s fiscal 2007 and 2006 pro forma total operating revenues. Revenues generated from the Bank were less than $200,000 for each
of fiscal 2007 and fiscal 2006. In fiscal 2007, the revenues generated from the Bank were less than 0.01% of the Company’s pro forma total revenues of $5.2 billion. In fiscal 2006, the revenues generated from the Bank were less than 0.01% of
the Company’s pro forma total operating revenues of $3.9 billion.

 In addition, the Company does not believe there is a qualitative
basis for finding that its association with the Bank is material to the Company or to investors. The Company complied with and continues to comply with all applicable law with regards to Syria.

 Given the fact that the Bank is no longer participating in the Visa payments system, the immaterial amount of revenues that the Bank contributed to the
Company for fiscal 2007 and fiscal 2006 and the safeguards for regulatory compliance adopted by the Company, the Company

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 February 4, 2008

believes that its former association with the Bank is not material to the Company’s operations or financial results, does not present a material
investment risk to its stockholders and is not likely to have any impact on its reputation or share value.

 Unaudited Pro Forma Condensed Combined
Statement of Operations for the year ended September 30, 2007

 Note 3. Visa Europe Transaction, page 47

3.
Please revise the note to disclose or refer to the quantitative and qualitative assumptions and methods used to determine the $3.1 billion value attributed to the 8.1% Visa
Europe class EU series I and III common stock convertible into class C series III and IV common stock and the $1.104 billion value attributed to the class EU series II common stock convertible into class C series II common stock.

 In response to the Staff’s comment, the Company has revised this note and corresponding notes to the audited balance
sheet as of October 1, 2007 to expand the disclosure. Please see page 48 and page F-12 of the Registration Statement.

 The Framework Agreement
– Trademark and Technology Licenses, page 49 and Note 3, page F-13

4.
Please explain and disclose the assumptions and methods used to determine that the base license fee approximated fair value. It is not clear how an analysis of fee rates implied
by the economics of the licenses supported this assessment of fair value.

 The Company notes that the base license fee is
the result of arms-length negotiations between Visa Europe and Visa Inc., two independent parties. To substantiate and support the presumption of arms-length nature of this transaction, the Company considered the elements of the Trademark and
Technology Licenses (“TTL”) provided to Visa Europe and the appropriate range of returns or payments for the use of each element. The primary elements evaluated in assessing the TTL included the use of the brand and technology. These
elements effectively provide a European cardholder with the ability to use a Visa card world-wide, resulting in revenue for Visa Europe. The Company determined that the portion of the base license fee attributable to the brand was fair based on an
examination of royalty rates from comparable market data and profit split methodologies as well as a review of historical brand payments from Visa Europe to Visa International. In addition, the Company determined that the portion of the base license
fee attributable to technology was fair based on estimated hypothetical lease payments for the use of such technology, as implied by the valuation of technology for the acquired regions. In other words, the Company converted the value ascribed to
technology in the acquired regions into hypothetical lease payments and determined that such hypothetical lease payments were consistent with the technology lease payment implied by the base license fee. This analysis further supports the
presumption that the base license fee is the result of arms-length negotiations between Visa Inc. and Visa Europe and represents fair value.

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 February 4, 2008

 Management’s Discussion and Analysis of Financial Condition and Results of Operations of Visa Inc., page
58

5.
In addition to the head note disclosure of the pro forma nature of the presentation, please revise the caption heading to indicate the pro forma basis of the presentation.

 In response to the Staff’s comment, the Company has revised the caption headings to indicate the pro forma basis of the
presentation. Please see pages 58 and 70 of the Registration Statement.

 Overview, page 58

6.
In your discussion of pro forma operating revenue growth on pages 58-59 and elsewhere in management’s discussion and analysis you note payment volume by product categories,
new types of service fees and pricing increases in regions outside of the U.S. as important key metrics, factors and contributors to your significant and ongoing pro forma operating revenue growth in fiscal 2007. It appears to the staff
that you should consider disclosure which quantifies and analyzes regional payment volume by product category, regional pricing changes and by types of new service fees in a manner that would provide an understanding of your financial results and
ongoing impact of these metrics and factors. We refer you to SEC Release 33-8350, Sections III.B.1 and 3 which states that registrants “should identify and address those key variables and other qualitative and quantitative factors which are
peculiar to and necessary for an understanding and evaluation of the individual company.” Please tell us now you have or will comply with Release 33-8350.

 Prior to the reorganization on October 1, 2007, there was no common Visa Inc. management and no central oversight or accountability for the regions.
All regions operated autonomously, had separate management teams, were responsible for their own product and strategic decisions, and reported to separate boards of directors. Subsequent to the reorganization, the Company no longer manages its
operations on a regional basis. While the Company expects to maintain local management in order to properly oversee its operations overseas, all significant decisions regarding the allocation of assets and resources are now made at the corporate
enterprise level. The Company presently envisions that its new global strategy will include consistent pricing structures, marketing and advertising campaigns, product development and other initiatives which will directly impact reported revenue
enterprise wide. In addition, the Company is rapidly transitioning to a business model that leverages common centralized infrastructure across such disciplines as IT, finance, legal, marketing, and human resources. As such, while the Company
considered the appropriateness of including expanded quantitative disclosure of revenues in its discussion based on the legacy regional structure, it concluded that such presentation was not consistent with its present structure and direction and
management’s view of the Company as a combined organization.

 The Company believes that it has complied with Release 33-8350 through
the presentation of a thorough discussion of its results of operations, liquidity and capital resources. While this discussion includes several references to the results of the regionally-based legacy

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 February 4, 2008

entities in order to explain the historical results under the former operating model, the focus of the discussion of revenue is centered on the results of
its operations in the U.S. and the rest of the world. The Company believes such a discussion provides the reader with a historical view of the Company through the eyes of the present management team. Furthermore, the Company presently anticipates
continuing to present revenue broken out by the results in the U.S. and the rest of world consistent with the disclosure requirements of paragraph 38 of SFAS 131.

 Critical Accounting Estimates, page 74

 Fair Value – Goodwill and Intangibles, page 77

7.
Please tell us how your estimated fair value determination associated with acquired intangible assets incorporates marketplace participant assumptions pursuant to SFAS 141,
paragraph B174 and EITF 02-17. Tell us what consideration you gave to reflecting that assumption in your disclosures on page 77 since this would appear to be a critical assumption and judgment.

 The Company’s analysis of the acquired intangibles was based on forecasted cash flows incorporating market pricing, volume, and expense levels
consistent with those of a market participant. Pricing was substantiated through the examination of rates prevalent in the marketplace. The projected volume obtainable by a market participant was assumed to be substantially the same as that
achievable by the Company. This assumption reflects the Company’s belief that substantially all existing customer relationships would be maintained by a prospective buyer through the application of market rates and continued utilization of the
Visa brand. Expense levels were analyzed based on existing cost structures for the acquired regions less synergies expected from the transaction and subsequent combination of the legacy entities. Synergies were examined by management on both a
regional and an enterprise basis to determine if the benefit would be achievable by a market participant and therefore included in that participant’s determination of fair value. The majority of identified synergies resulted from anticipated
cost savings through the reduction of redundant management and administrative processes. It was determined that a market participant with the capability to purchase the acquired businesses would also have the resources and expertise to centralize
and manage operations. Therefore, all identified synergies were deemed to be available to a market participant.

 The Company has revised
its disclosure of critical accounting estimates to highlight marketplace participant assumptions. Please see pages 89 and 90 of the Registration Statement.

8.
We note your disclosure stating that you engage independent third-party appraisal firms to assist in your determination of the fair values of assets and reporting units. Please
name the specialist and include expert’s consent following Securities Act Rule 436 (b) of Regulation C.

 The
Company has removed the reference to the use of the third-party appraisal firm.

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 February 4, 2008

 Management’s Discussion and Analysis of Financial Condition and Results of Operations of Visa U.S.A. Inc.,
page 84

 Results of Operations, page 85

9.
We note your expanded disclosure of the trends impacting operating revenues. Tell us what consideration you gave to providing similar expanded disclosures to substantiate the
increases or decreases on a quantitative basis related to your operating expenses. In this regard, your disclosure should indicate whether these increases or decreases are representative of anticipated future trends.

 In response to the Staff’s comment, the Company has revised its discussion to provide expanded disclosures of operating expenses and anticipated
future trends. Please see pages 73 and 104 of the Registration Statement, and pages 11 and 12 of the Annual Report.

 Compensation Discussion and
Analysis, page 161

10.
We reissue comments 17 and 18 of our letter dated November 9, 2007. It does not appear as though you have provided any additional disclosure as requested with respect to the
awards made under the Special Bonus Program. In addition, although you have provided some additional disclosure as it relates to the Visa U.S.A. Annual Incentive Plan, please provide a comprehensive analytical discussion of the reasons why the
committee believed it was appropriate to award Messrs. Partridge and Sheedy the maximum annual award of 200% of their target bonus. Similar d