[MasterCard Incorporated Letterhead]
July 19, 2010
VIA EDGAR
Re: | MasterCard Incorporated |
Preliminary Proxy Statement on Schedule 14A |
Initially Filed June 23, 2010 |
File No. 001-32877 |
SECURITIESAND EXCHANGE COMMISSION
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Ladies and Gentlemen:
MasterCard Incorporated (the “Company”) is aware of its obligations under the Securities Exchange Act of 1934, as amended.
The Company acknowledges that:
• | the Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
• | staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
• | the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Very truly yours, | ||
MASTERCARD INCORPORATED | ||
By: | /s/ Bart S. Goldstein | |
Name: Bart S. Goldstein Title: Group Executive, Senior Associate General Counsel |