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CORRESP
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CORRESP

 March 11, 2024

 Alyssa Wall

Donald Field

 Office of Trade and Services

Division of Corporation Finance

 Securities and Exchange Commission

100 F Street NE

 Washington, DC 20549

Re:

 Visa Inc.

 Registration Statement on Form S-4

 Filed January 29, 2024

File No. 333-276747

 Ms. Wall and Mr. Field:

 In connection
with Visa Inc.’s (“Visa” or the “Company”) registration statement on Form S-4 filed with the Securities and Exchange Commission (the “Commission” or the “Staff”) on
January 29, 2024, we are writing in response to the Staff’s comments as transmitted to Visa by letter dated February 29, 2024 (the “Comment Letter”).

In response to the comments set forth in the Comment Letter, the Company has revised the original registration statement on Form
S-4 and is filing an amendment No. 1 thereto (the original registration statement, as so amended, the “Registration Statement”) together with this response letter. The Registration Statement and
certain exhibits thereto also contain certain additional updates and revisions.

 For convenience, we have reprinted the Staff’s comments below in bold, with
the corresponding response set forth immediately below the applicable comment. Page numbers cited in our responses refer to the applicable page in the Registration Statement.

Registration Statement on Form S-4

The Exchange Offer

 Procedures for Tendering Class B-1 Common Stock, page 34

1.
 On page 34, you list certain representations and warranties that each tendering stockholder will make by signing the
Letter of Transmittal. Such representations and warranties include that “such holder’s participation in the Exchange Offer complied with the applicable laws of both the jurisdiction where such holder received the materials relating to the
Exchange Offer and the jurisdiction from which the tender of the Class B-1 common stock is being made” and “if such holder is a non-U.S. person . . . such
holder’s participation in the Exchange Offer is made pursuant to and in compliance with the applicable laws in the jurisdiction in which it is a resident or from which it is tendering shares of
Class B-1 common stock and in a manner that will not require Visa to take any action to qualify or otherwise facilitate a public offering in that country or otherwise.” The requirement that tendering
stockholders make these representations and warranties operates as a disclaimer and an apparent condition on participation that is inconsistent with Exchange Act Rule 13e-4(f)(8)(i). Please revise or
advise.

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 Response

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 20 and 35 of the Registration Statement as well as in
the accompanying letter of election and transmittal (the “Letter of Transmittal”) to clarify that it intends to accept for exchange all validly tendered shares of its Class B-1 common stock from
all holders, wherever located.

2.
 Refer to the following statements made on page 35: “Visa will determine in its sole and absolute discretion all
questions as to the validity, form and eligibility, including time of receipt, acceptance and withdrawal of tendered shares of Class B-1 common stock. . . . Visa’s interpretation of the terms and
conditions of the Exchange Offer, including the instructions in the Letter of Transmittal, will be final and binding on all parties.” Please revise these statements to include a qualifier that stockholders are not foreclosed from challenging
your determination in a court of competent jurisdiction.

 Response

The Company acknowledges the Staff’s comment and has updated the disclosure on page 36 of the Registration Statement to include this qualifier.

 Conditions of the Exchange Offer, page 36

3.
 On page 37, you state that Visa may terminate the Exchange Offer if there shall have occurred any “limitation on
prices for” securities in U.S. financial markets. Please revise this condition to explain what is meant by a “limitation on prices” as used here, or delete.

Response

 The Company acknowledges the
Staff’s comment and has deleted the phrase “limitation on prices for” on page 38 of the Registration Statement.

4.
 On page 37, you have included a condition that will be triggered by “a commencement or significant worsening of a
war or armed hostilities or other national or international calamity, including but not limited to, catastrophic terrorist attacks against the United States or its citizens” (emphasis added). Given the ongoing international
hostilities which have impacted U.S. citizens, please revise to tailor this offer condition such that stockholders can understand its scope and such that it does not raise illusory offer concerns under Regulation 14E.

Response

 The Company acknowledges the
Staff’s comment and has revised the disclosure on page 38 of the Registration Statement to further specify the scope of the above-discussed Exchange Offer condition.

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5.
 Refer to the following statements in the first full paragraph on page 38: “If Visa fails at any time to exercise
any of the foregoing rights, this failure will not constitute a waiver of such right. Each such right will be deemed an ongoing right that Visa may assert at any time or at various times with respect to the Exchange Offer on or
prior to the expiration of the Exchange Offer” (emphasis added). If an offer condition is “triggered” while an offer is pending, in our view, the offeror must promptly inform stockholders whether it will assert the condition and
terminate the offer, or waive it and continue. Reserving the right to waive a condition “at any time or at various times” may be inconsistent with your obligation in this regard. Please confirm in your response letter that you
will promptly notify target stockholders if a condition is triggered while the Exchange Offer is pending, as well as how you intend to proceed (i.e., waive the condition or terminate the Exchange Offer).

Response

 The Company acknowledges the
Staff’s comment. The Company confirms that it will promptly provide notice to target stockholders upon becoming aware of the occurrence of any underlying event that, in Visa’s reasonable judgment, would trigger a condition during the
pendency of the Exchange Offer, and it will inform the target stockholders of their withdrawal rights in such notice. However, because the impact and effect of such underlying event may not be known at the time of its occurrence, and such impact
could be influenced by subsequent events, the Company respectfully advises the Staff that it will reserve the discretion whether, at the time of such event, to declare that a condition has been triggered and how it intends to proceed. The Company
does not believe it is appropriate to immediately evaluate whether the occurrence of an underlying event has triggered a condition before all relevant information with respect to such event is known. Indeed, prematurely forcing the Company to make a
decision could lead to the Company abandoning the Exchange Offer only to learn of subsequent developments that abate the Company’s concerns resulting in target stockholders being denied the benefit of the Exchange Offer. Consequently, the
Company respectfully seeks to reserve its right to waive or assert any condition that it has the authority to waive or assert at any time during the pendency of the Exchange Offer. We note that target stockholders’ withdrawal rights provide
them with full protection.

 Material U.S. Federal Income Tax Consequences, page 56

6.
 On page 56, you indicate that this summary of the U.S. federal tax treatment of the Exchange Offer does not describe
“all of the tax consequences that may be relevant to . . . holders subject to special rules, such as . . . financial institutions or financial service entities.” Please revise this section to describe such special rules for financial
institutions given that the target stockholders are predominantly financial institutions. See Item 4 of Schedule TO and Item 1004(a)(1)(xii) of Regulation M-A.

Response

 The Company acknowledges the
Staff’s comment and has revised the disclosure on pages 57 and 60 of the Registration Statement accordingly.

7.
 We note that the Exchange Offer is intended to constitute a “recapitalization” within the meaning of
Section 368(a) of the Internal Revenue Code. Please file as an exhibit a tax opinion from counsel as appropriate and revise this section accordingly or tell us why you are not required to do so. Refer to Item 601(b)(8) of Regulation S-K and Section III.A of Staff Legal Bulletin No. 19 for guidance.

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 Response

The Company acknowledges the Staff’s comment and has revised the disclosure on page 58 of the Registration Statement accordingly. Further, the
Company has filed a tax opinion from its special tax counsel as an exhibit to the Registration Statement.

 Item 21. Exhibits and Financial
Statement Schedules, page II-3

8.
 We note that Instruction 5 to the Letter of Transmittal filed as Exhibit 99.1 requires an exchanging stockholder to
mark the “Notification of Backup Withholding” box if they are subject to backup withholding. Additionally, the second paragraph of the section labeled “Important Tax Information” instructs a U.S. stockholder exempt from backup
withholding to check the “Exempt payee” line. The Substitute Form W-9 does not appear to contain the referenced “Notification of Backup Withholding” box or “Exempt payee” line.
Please revise or advise.

 Response

The Company acknowledges the Staff’s comment and has revised the Letter of Transmittal accordingly.

*  *  *

 Visa acknowledges that:

•

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

•

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

•

 Visa may not assert the Staff’s comments as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

 If you have any questions concerning the foregoing, please contact me at (650) 432-3773.

 Sincerely,

/s/ Daniel Gordon

Daniel Gordon

SVP, Chief Counsel, Corporate Law

Visa Inc.

cc:

Ryan McInerney, Chief Executive Officer, Visa Inc.

Julie B. Rottenberg, Executive Vice President, General Counsel, Visa Inc.

 Joseph A. Hall, Davis Polk & Wardwell LLP

 John H. Runne, Davis Polk & Wardwell LLP

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