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 * Voquer Stephanie   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) Chief H R Officer (Last) (First) (Middle) 2000 PURCHASE STREET 3. Date of Earliest Transaction (Month/Day/Year) 05/09/2011 (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 05/09/2011   L   1.553 (1) A $ 279.99 6,262.553 (2) D   Class A Common Stock 08/09/2011   L   0.001 (1) A $ 312.82 2,047.554 (2) D   Class A Common Stock 11/09/2011   L   0.001 (1) A $ 362.05 2,047.555 (2) D   Class A Common Stock 02/09/2012   L V 0.001 (1) A $ 393.93 2,047.556 (2) D

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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Voquer Stephanie 2000 PURCHASE STREET PURCHASE, NY 10577-2509			Chief H R Officer

Signatures

/s/ Craig R. Brown, Attorney-in-Fact for Stephanie Voquer pursuant to a Power of Attorney dated November 21, 2008.		04/24/2012
**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)	Shares of Class A common stock acquired (but not previously reported on Form 4) pursuant to a dividend reinvestment on shares held through a broker account.
(2)	Following the transactions by the reporting person reported on a Form 4 filed on March 2, 2012, and including the aggregate of 1.556 shares reported herein (which were, as described in footnote (1), acquired on multiple dates during 2011 and 2012 in connection with quarterly dividends), the reporting person holds directly 1,586.556 shares of Class A common stock, as opposed to the 1,585 shares previously reported. All Form 4s filed subsequent to the transactions reported herein are deemed to include the respective transactions reported herein, as applicable.

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