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 *
  Fraccaro Michael
 2. Date of Event Requiring Statement (Month/Day/Year)
07/08/2016		 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)
Chief Human Resources Officer
 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 8,201.148 (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 ro buy)   (2) 03/01/2025 Class A Common Stock 7,228 $ 90.13 D  
Employee Stock Option (right ro buy)   (3) 03/01/2026 Class A Common Stock 8,744 $ 90.1 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fraccaro Michael
2000 PURCHASE STREET
PURCHASE, NY 10577		       Chief Human Resources Officer  

Signatures

Craig Brown, as attorney-in-fact for Michael Fraccaro pursuant to a power of attorney dated July 11, 2016 07/14/2016
**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) Includes the following unvested awards of restricted stock units (RSUs): (1) 2,421 RSUs awarded on March 1, 2014, which will vest on February 28, 2017; (2) 1,417 RSUs awarded on March 1, 2015, which will vest on February 28, 2018; (3) 1,849 RSUs awarded on March 1, 2016, which will vest on February 28, 2019.
(2) The reporting person was awarded 7,228 employee stock options on March 1, 2015, of which 1,807 vested on March 1, 2016. The remaining 5,421 employee stock options will vest in three annual installments beginning on March 1, 2017.
(3) The reporting person was awarded employee stock options on March 1, 2016, which vest in four equal annual installments, beginning on March 1, 2017.
 
Remarks:
Ex 24 Power of Attorney

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