SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Murphy Timothy H

(Last)

(First)

(Middle)

2000 PURCHASE STREET

(Street)

PURCHASE

10577-2509

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2014

3. Issuer Name and Ticker or Trading Symbol
MASTERCARD INC [ MA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel

5. If Amendment, Date of 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

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	52,617.063⁽¹⁾	D
Class A Common Stock	1,000	I	By Child 1
Class A Common Stock	1,000	I	By Child 2

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽²⁾	03/01/2021	Class A Common Stock	7,020	$24.036	D
Employee Stock Option (right to buy)	⁽³⁾	03/01/2022	Class A Common Stock	10,100	$42.04	D
Employee Stock Option (right to buy)	⁽⁴⁾	03/01/2023	Class A Common Stock	21,270	$51.83	D
Employee Stock Option (right to buy)	⁽⁵⁾	03/01/2014	Class A Common Stock	31,492	$77.72	D

Explanation of Responses:

1. Includes the following awards of restricted stock units still to vest: (1) 8,480 restricted stock units awarded on September 20, 2011 and which will vest on September 19, 2014, (2) 7,140 restricted stock units awarded on March 1, 2012 and which will vest on February 28, 2015, (3) 6,760 restricted stock units awarded on March 1, 2013 and which will vest on February 29, 2016, and (4) 5,888 restricted stock units awarded on March 1, 2014 and which will vest on February 28, 2017.

2. The Reporting Person was awarded employee stock options on March 1, 2011. Of these employee stock options, 7,020 remain and will vest on March 1, 2015.

3. The Reporting Person was awarded employee stock options on March 1, 2012. Of these employee stock options, 10,100 remain and will vest in two equal annual installments beginning on March 1, 2015.

4. The Reporting Person was awarded employee stock options on March 1, 2013. Of these employee stock options, 21,270 remain and will vest in three equal annual installments beginning on March 1, 2015.

5. The Reporting Person was awarded employee stock options on March 1, 2014. The employee stock options will vest in four equal annual installments beginning on March 1, 2015.

Remarks:

murphypowerofattorney.txt

	/s/ Bart S. Goldstein Attorney-in-Fact for Timothy H. Murphy pursuant to power of attorney dated March 11, 2014	04/04/2014
	** Signature of Reporting Person	Date
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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.