FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Hanft Noah J   2. Issuer Name and Ticker or Trading Symbol MASTERCARD INC [MA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) General Counsel & Corp. Sec. (Last) (First) (Middle) 2000 PURCHASE STREET 3. Date of Earliest Transaction (Month/Day/Year) 08/06/2008 (Street) PURCHASE, NY 10577-2509 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 08/06/2008   M   4,904 (1) A $ 39 40,913 D   Class A Common Stock 08/06/2008   S   200 (1) D $ 227.83 40,713 D   Class A Common Stock 08/06/2008   S   574 (1) D $ 228.2859 (2) 40,139 D   Class A Common Stock 08/06/2008   S   226 (1) D $ 229.7914 (3) 39,913 D   Class A Common Stock 08/06/2008   S   1,500 (1) D $ 230.5087 (4) 38,413 D   Class A Common Stock 08/06/2008   S   1,100 (1) D $ 231.5818 (5) 37,313 D   Class A Common Stock 08/06/2008   S   804 (1) D $ 232.1657 (6) 36,509 D   Class A Common Stock 08/06/2008   S   400 (1) D $ 233.0506 (7) 36,109 D   Class A Common Stock 08/06/2008   S   100 (1) D $ 235.09 (8) 36,009 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option

$ 39

08/06/2008

M

4,904 (1)

(9)

05/25/2016

Class A Common Stock

4,904

$ 0

9,808

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Hanft Noah J 2000 PURCHASE STREET PURCHASE, NY 10577-2509			General Counsel & Corp. Sec.

Signatures

/s/ Bart Goldstein attorney in fact for Noah J. Hanft pursuant to power of attorney dated July 24, 2006		08/08/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The transactions reported on this Form 4 were effected pursuant to a pre-planned trading plan entered into in accordance with Rule 10b5-1of the Securities Exchange Act of 1934 and previously referenced in a MasterCard Incorporated Form 8-K filed on August 15, 2007. The pre-planned trading plan was adopted by the reporting person on August 13, 2007.
(2)	Represents the weighted average sales price for price increments ranging from $228.02 to $228.76.
(3)	Represents the weighted average sales price for price increments ranging from $229.11 to $229.88.
(4)	Represents the weighted average sales price for price increments ranging from $230.28 to $230.95.
(5)	Represents the weighted average sales price for price increments ranging from $231.10 to $231.99.
(6)	Represents the weighted average sales price for price increments ranging from $232.00 to $232.54.
(7)	Represents the weighted average sales price for price increments ranging from $233.00 to $233.11.
(8)	The reporting person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.
(9)	The reporting person was awarded 19,616 options on May 25, 2006. The remaining 9,808 options will vest in 2 equal annual installments beginning on May 25, 2009.

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