Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Flood Gary J
 2. Date of Event Requiring Statement (Month/Day/Year)
11/05/2007		 3. Issuer Name and Ticker or Trading Symbol
MASTERCARD INC [MA]
(Last)
(First)
(Middle)
2000 PURCHASE STREET		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, Products & Services
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PURCHASE, NY 10577		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock 69,569 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   (2) 05/25/2016 Class A Common Stock 14,712 $ 39 D  
Employee Stock Option (right to buy)   (3) 03/01/2017 Class A Common Stock 10,712 $ 106.29 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Flood Gary J
2000 PURCHASE STREET
PURCHASE, NY 10577		       President, Products & Services  

Signatures

/s/ Bart S. Goldstein attorney in fact for Gary J. Flood pursuant to Power of Attorney dated November 9, 2006 11/15/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Award of restricted stock units on May 25, 2006.
(2) Employee stock options were granted on May 25, 2006. The remaining 14,712 employee stock options vest in equal installments on May 25, 2008, May 25, 2009 and May 25, 2010.
(3) The employee stock options vest in 4 equal installments beginning March 1, 2008.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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