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) 08/31/2011 (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 08/31/2011   M   3,024 A $ 190 12,764 D   Class A Common Stock 08/31/2011   M   1,719 A $ 158.03 14,483 D   Class A Common Stock 08/31/2011   M   1,474 A $ 232.74 15,957 D   Class A Common Stock 08/31/2011   S   7,957 D $ 335 8,000 D

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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 (right to buy)

$ 190

08/31/2011

M

3,024

(1)

03/01/2018

Class A Common Stock

3,024

$ 0

1,512

D

Employee Stock Option (right to buy)

$ 158.03

08/31/2011

M

1,719

(2)

03/01/2019

Class A Common Stock

1,719

$ 0

3,438

D

Employee Stock Option (right to buy)

$ 232.74

08/31/2011

M

1,474

(3)

03/01/2020

Class A Common Stock

1,474

$ 0

4,422

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 S. Goldstein attorney in fact for Noah J. Hanft pursuant to Power of Attorney dated July 24, 2006		09/01/2011
**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 reporting person was awarded 6,048 employee stock options on March 1, 2008. The remaining 1,512 employee stock options will vest on March 1, 2012.
(2)	The reporting person was awarded 6,876 employee stock options on March 1, 2009. The remaining 3,438 employee stock options will vest in two equal annual installments beginning on March 1, 2012.
(3)	The reporting person was awarded 5,896 employee stock options on March 1, 2010. The remaining 4,422 employee stock options will vest in three equal annual installments beginning on March 1, 2012.

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