Sec Form 4 Filing - Heuer Alan @ MASTERCARD INC - 2008-05-02

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 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 Heuer Alan 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) Vice Chairman (Last) (First) (Middle) 2000 PURCHASE STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/02/2008 (Street) PURCHASE, NY105772509 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/02/2008 S 300 D $ 294.62 92,452 D Class A Common Stock 05/02/2008 S 3,900 D $ 294.625 88,552 D Class A Common Stock 05/02/2008 S 100 D $ 294.64 88,452 D Class A Common Stock 05/02/2008 S 200 D $ 294.675 88,252 D Class A Common Stock 05/02/2008 S 100 D $ 294.68 88,152 D Class A Common Stock 05/02/2008 S 800 D $ 294.715 87,352 D Class A Common Stock 05/02/2008 S 200 D $ 294.72 87,152 D Class A Common Stock 05/02/2008 S 700 D $ 294.725 86,452 D Class A Common Stock 05/02/2008 S 758 D $ 294.73 85,694 D Class A Common Stock 05/02/2008 S 262 D $ 294.735 85,432 ( 1 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Heuer Alan 2000 PURCHASE STREET PURCHASE, NY105772509 Vice Chairman Signatures /s/ Bart S. Goldstein attorney in fact for Alan Heuer pursuant to Power of Attorney dated August 1, 2006 05/06/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 contains 10 of 160 price increments relating to two transactions that were executed on May 2, 2008. This is the sixth of six Form 4s relating to such transactions. Five additional Form 4s containing the balance of the price increments related to such transactions are being filed simultaneously.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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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