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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(Print or Type Responses)

1. Name and Address of Reporting Person * McWilton Chris   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) President, U.S. Markets (Last) (First) (Middle) 2000 PURCHASE STREET 3. Date of Earliest Transaction (Month/Day/Year) 02/28/2011 (Street) PURCHASE, NY 105772509 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 02/23/2011   G V 100 D $ 0 2,687 (1) D   Class A Common Stock 02/28/2011   A   3,496 (2) A $ 0 7,683 (3) D   Class A Common Stock               6,500 I Held in GRAT

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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)

$ 240.36

03/01/2011

A

7,020

(4)

03/01/2021

Class A Common Stock

7,020

$ 0

7,020

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
McWilton Chris 2000 PURCHASE STREET PURCHASE, NY 105772509			President, U.S. Markets

Signatures

/s/ Bart S. Goldstein as attorney in fact for Chris McWilton pursuant to power of attorney dated July 26, 2006		03/02/2011
**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)	On August 25, 2010, the reporting person transferred 8,000 shares of Class A Common Stock to a Grantor Retained Annuity Trust (GRAT) of which the reporting person is a trustee. Prior to the transfer of shares to the GRAT, the reporting person held 10,787 shares of Class A Common Stock.
(2)	Settlement of performance stock units in shares of Class A Common Stock.
(3)	On February 24, 2011, the GRAT of which the reporting person is a trustee, transferred 1,500 shares of Class A Common Stock to the reporting person. Prior to the transfer of the shares to the reporting person from the GRAT, the reporting person held 2,687 shares of Class A Common Stock.
(4)	The employee stock options vest in four equal installments beginning on March 1, 2012.

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