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<DESCRIPTION>MASTERCARD INCORPORATED
<TEXT>
<PAGE>
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549


                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): November 13, 2002


                             MASTERCARD INCORPORATED
             (Exact name of registrant as specified in its charter)

          DELAWARE                         -                    13-4172551
(State or other jurisdiction          (Commission             (IRS Employer
     of incorporation)                File Number)          Identification No.)

           2000 PURCHASE STREET
            PURCHASE, NEW YORK                                      10577
 (Address of principal executive offices)                         (Zip Code)

                                 (914) 249-2000
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)
<PAGE>
ITEM 9. REGULATION FD DISCLOSURE.

     On November 13, 2002, MasterCard International Incorporated
("MasterCard"), the principal operating subsidiary of MasterCard Incorporated,
issued a press release announcing performance results for its payment programs
for the three and nine month periods ended September 30, 2002 (the "Release").
The Release is attached to this Current Report on Form 8-K as Exhibit 99.1.

     The tables below provide further information regarding MasterCard's
payment programs for the three and nine month periods ended September 30, 2002.
In addition, included below are tables that provide further information
regarding MasterCard's payment programs for the years ended December 31, 2000
and 2001, in each case restated to present the information on the same basis as
the information in the tables for the three and nine month periods ended
September 30, 2002.

     The tables set forth the gross dollar volume ("GDV"), purchase volume,
cash volume and the number of purchase transactions, cash transactions,
accounts and cards on a regional basis for MasterCard(R)-branded cards. Growth
rates over prior periods are provided for volume-based data.

<Table>
<Caption>
                                                              For the 3 Months ended September 30, 2002
                         -----------------------------------------------------------------------------------------------------------
                                             Purchase             Purchase      Cash                Cash
                            GDV      Growth   Volume    Growth  Transactions   Volume    Growth  Transactions   Accounts    Cards
                         (Billions)  (Local) (Billions) (Local)  (Millions)   (Billions) (Local)  (Millions)   (Millions) (Millions)
                         -----------------------------------------------------------------------------------------------------------
<S>                       <C>        <C>     <C>        <C>     <C>           <C>        <C>     <C>           <C>        <C>
All Programs except
On-Line Debit Programs

South Asia/Middle
 East Africa               $  2.1     24.9%    $  1.5    26.3%       35.4        $  .6     21.4%        6.6          6.4        7.3
Asia/Pacific                 57.4      8.8%      30.8     5.4%      336.5         26.6     13.1%       52.6        101.2      110.8
Europe                       64.0     14.9%      48.5    15.5%      799.2         15.6     13.2%      169.2         75.4       84.7
Latin America                 8.2     25.9%       5.2    19.3%      151.4          3.0     39.6%       31.8         34.9       43.9
Canada                        8.5     21.1%       7.1    20.9%      126.3          1.4     22.3%        4.5         17.6       23.2
United States               155.8     19.4%     114.8    19.0%    1,619.0         41.0     20.6%      166.5        246.7      308.9
Worldwide                   296.0     16.5%     207.8    16.1%    3,067.8         88.1     17.5%      431.1        482.1      578.8

Credit Programs
United States               126.1     18.9%      97.2    18.6%    1,189.8         28.9     19.9%       24.4        208.4      264.2
Worldwide                   245.7     15.7%     179.7    15.5%    2,405.6         66.0     16.0%      170.9        421.1      506.2

Off-Line Debit Programs
United States                29.7     21.6%      17.6    21.2%      429.2         12.1     22.3%      142.1         38.3       44.7
Worldwide                    50.3     20.6%      28.1    19.7%      662.2         22.2     21.9%      260.2         61.0       72.6
</Table>


<Table>
<Caption>
                                                              For the 9 Months ended September 30, 2002
                         -----------------------------------------------------------------------------------------------------------
                                             Purchase             Purchase      Cash                Cash
                            GDV      Growth   Volume    Growth  Transactions   Volume    Growth  Transactions   Accounts    Cards
                         (Billions)  (Local) (Billions) (Local)  (Millions)   (Billions) (Local)  (Millions)   (Millions) (Millions)
                         -----------------------------------------------------------------------------------------------------------
<S>                       <C>        <C>     <C>        <C>     <C>           <C>        <C>     <C>           <C>        <C>
All Programs except
On-Line Debit Programs

South Asia/Middle
 East Africa               $  5.6     23.1%    $  3.9    23.1%      101.4        $ 1.7     23.2%       19.2          6.4        7.3
Asia/Pacific                165.9     12.7%      89.1     7.3%      953.5         76.8     19.7%      161.4        101.2      110.8
Europe                      172.6     13.6%     130.8    13.3%    2,247.4         41.8     14.4%      490.3         75.4       84.7
Latin America                24.4     26.3%      16.1    16.9%      429.0          8.4     49.1%       88.6         34.9       43.9
Canada                       23.4     19.8%      19.2    19.1%      342.4          4.2     23.2%       12.6         17.6       23.2
United States               439.7     17.8%     321.2    16.6%    4,522.8        118.5     21.0%      476.3        246.7      308.9
Worldwide                   831.7     16.1%     580.3    14.4%    8,596.5        251.4     20.3%    1,248.4        482.1      578.8

Credit Programs
United States               354.3     16.6%     270.8    15.9%    3,303.1         83.5     19.0%       70.3        208.4      264.2
Worldwide                   690.6     15.1%     501.1    13.7%    6,710.5        189.5     18.9%      501.9        421.1      506.2

Off-Line Debit Programs
United States                85.4     22.7%      50.5    20.5%    1,219.7         35.0     26.1%      406.0         38.3       44.7
Worldwide                   141.1     21.6%      79.1    19.3%    1,886.0         61.9     24.7%      746.4         61.0       72.6
</Table>


<PAGE>
<Table>
<Caption>
                                                           For the Year ended December 31, 2000
                                   ---------------------------------------------------------------------------------------
                                      GDV         Growth     Purchase      Growth      Purchase       Cash         Growth
All Programs except                                           Volume                 Transactions    Volume
On-Line Debit Programs             (Billions)     (Local)   (Billions)     (Local)    (Millions)    (Billions)     (Local)
                                   ----------     -------   ----------     -------   ------------   ----------     -------
<S>                                <C>            <C>       <C>            <C>       <C>            <C>            <C>
South Asia/Middle East Africa       $7.0          14.7%      $4.9          14.4%       110.5         $2.2          15.2%
Asia/Pacific                       181.5          32.3%     109.8          18.6%       879.2         71.7          60.7%
Europe                             191.4          14.4%     147.4          14.3%     2,481.3         44.0          14.9%
Latin America                       27.5          24.4%      22.6          18.9%       474.6          4.9          57.1%
Canada                              25.0          16.7%      20.8          13.4%       366.3          4.2          36.5%
United States                      432.1          21.4%     328.0          18.0%     4,513.7        104.1          33.4%
Worldwide                          864.5          21.7%     633.4          17.1%     8,825.6        231.1          36.7%

Credit Programs
United States                      360.3          18.7%     281.4          16.0%     3,422.5         78.9          29.3%
Worldwide                          738.5          20.5%     556.7          16.1%     7,038.3        181.8          36.5%

Off-Line Debit Programs
United States                       71.8          37.0%      46.6          31.7%     1,091.2         25.2          47.9%
Worldwide                          126.1          29.3%      76.7          24.6%     1,787.2         49.4          37.4%
</Table>

<Table>
<Caption>
                                     For the Year ended December 31, 2000
                                   ----------------------------------------
                                       Cash        Accounts        Cards
All Programs except                Transactions
On-Line Debit Programs              (Millions)    (Millions)     (Millions)
                                   ------------   ----------     ----------
<S>                                <C>            <C>            <C>
South Asia/Middle East Africa         18.9          4.6            5.3
Asia/Pacific                         162.8         73.0           82.4
Europe                               546.4         60.9           68.3
Latin America                         57.7         24.5           30.8
Canada                                16.4         12.7           16.9
United States                        365.8        187.2          235.3
Worldwide                          1,167.9        362.8          439.0

Credit Programs
United States                         85.8        158.5          200.2
Worldwide                            547.2        319.9          387.2

Off-Line Debit Programs
United States                        280.0         28.7           35.1
Worldwide                            620.7         42.9           51.9
</Table>


<Table>
<Caption>
                                                           For the Year ended December 31, 2001
                                   ---------------------------------------------------------------------------------------
                                      GDV         Growth     Purchase      Growth      Purchase       Cash         Growth
All Programs except                                           Volume                 Transactions    Volume
On-Line Debit Programs             (Billions)     (Local)   (Billions)     (Local)    (Millions)    (Billions)     (Local)
                                   ----------     -------   ----------     -------   ------------   ----------     -------
<S>                                <C>            <C>       <C>            <C>       <C>            <C>            <C>
South Asia/Middle East Africa       $7.3          20.7%      $5.1          21.2%        125.0        $2.2          19.4%
Asia/Pacific                       198.9          18.1%     112.5           8.6%      1,106.6        86.5          33.2%
Europe                             202.0          10.9%     153.9           9.8%      2,721.6        48.2          14.6%
Latin America                       31.9          26.3%      23.3          14.2%        537.6         8.5          78.0%
Canada                              27.7          15.3%      22.9          14.8%        406.1         4.7          17.9%
United States                      518.4          20.0%     382.9          16.8%      5,385.5       135.5          30.1%
Worldwide                          986.2          17.7%     700.6          13.7%     10,282.3       285.6          28.8%

Credit Programs
United States                      421.3          16.9%     324.7          15.4%      4,002.1        96.6          22.4%
Worldwide                          826.7          15.8%     609.6          12.7%      8,107.3       217.1          25.4%

Off-Line Debit Programs
United States                       97.1          35.2%      58.2          25.0%      1,383.9        38.9          54.2%
Worldwide                          159.5          28.3%      91.0          20.3%      2,175.0        68.5          40.8%
</Table>

<Table>
<Caption>
                                     For the Year ended December 31, 2001
                                   ----------------------------------------
                                       Cash        Accounts        Cards
All Programs except                Transactions
On-Line Debit Programs              (Millions)    (Millions)     (Millions)
                                   ------------   ----------     ----------
<S>                                <C>            <C>            <C>
South Asia/Middle East Africa         22.7          5.6            6.4
Asia/Pacific                         194.8         92.5          101.4
Europe                               605.2         69.8           78.1
Latin America                         96.9         33.2           39.9
Canada                                16.0         15.3           20.4
United States                        518.1        219.4          273.3
Worldwide                          1,458.6        435.8          519.4

Credit Programs
United States                         92.6        184.8          232.4
Worldwide                            615.9        379.9          454.0

Off-Line Debit Programs
United States                        425.4         34.6           40.9
Worldwide                            837.7         55.8           65.4
</Table>


Maestro(R) and Cirrus(R) on-line debit transactions, Mondex(R) transactions and
other branded transactions are not included in the preceding tables.

     For purposes of the tables: GDV represents purchase volume plus cash
volume and includes the impact of balance transfers and convenience checks;
purchase volume means the aggregate dollar amount of purchases made with
MasterCard-branded cards for the relevant period; and cash volume means the
aggregate dollar amount of cash disbursements obtained with MasterCard-branded
cards for the relevant period. The number of cards includes virtual cards,
which are MasterCard-branded payment accounts in connection with which
functional cards are not generally issued.

     The MasterCard payment product is comprised of both credit programs and
off-line debit programs, and certain data relating to each type of program is
included in the tables. Credit programs include MasterCard-branded credit and
charge programs. Off-line debit programs include MasterCard-branded debit
programs where the primary means of cardholder validation at the point of sale
is for cardholders to sign a sales receipt.
<PAGE>
      Information denominated in U.S. dollars is calculated by applying an
established U.S. dollar/local currency exchange rate for each local currency in
which MasterCard volumes are reported. These exchange rates are calculated on a
quarterly basis using the average exchange rate for each quarter. However,
MasterCard reports period-over-period rates of change in GDV, purchase volume
and cash volume solely on the basis of local currency information, in order to
eliminate the impact of changes in the value of foreign currencies against the
U.S. dollar in calculating such rates of change. Accordingly, the
period-over-period rates of change set forth in the tables cannot be
extrapolated directly by reference to dollar volume information presented by
MasterCard for the current and historical periods.

      The data set forth in the GDV, purchase volume, purchase transactions,
cash volume and cash transactions columns are derived from information provided
by MasterCard members that is subject to logical and statistical verification by
MasterCard and partial cross-checking against information provided by
MasterCard's transaction processing systems. The data set forth in the accounts
and cards columns are derived from information provided by MasterCard members
and certain limited logical and statistical verification by MasterCard. A
portion of the data set forth in the tables is estimated. In addition, a portion
of the data set forth in the accounts and cards columns reflects the impact of
routine portfolio changes among members and other practices that may lead to
over counting of the underlying data in certain circumstances.

      The tables include information with respect to MasterCard-branded
transactions that are not processed by MasterCard and transactions for which
MasterCard does not earn revenues.

      Certain information in the preceding tables has been the subject of prior
public release by MasterCard. The information in the preceding tables relating
to the years ended December 31, 2000 and 2001 has been restated to conform to
the presentation of information in the tables for the three and nine month
periods ended September 30, 2002 and to reflect revisions to certain historical
statistical information provided by MasterCard's members subsequent to the
previous release of this information by MasterCard.

      The Release may contain other information relating to the performance of
MasterCard's payment programs not described in the tables. Among other things,
the Release describes the total number of acceptance locations where
MasterCard-branded cards may be used by cardholders. Acceptance locations
include merchant locations, automated teller machines and other locations where
cash may be obtained using a MasterCard-branded card. In certain countries,
merchant locations include data relating to all acceptance terminals deployed at
individual merchants.
<PAGE>
                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                     MASTERCARD INCORPORATED

Date: November 13, 2002              By   /s/ ROBERT W. SELANDER
                                         -----------------------
                                         Robert W. Selander
                                         President and Chief Executive Officer
<PAGE>
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
               EXHIBIT
               NUMBER       EXHIBIT DESCRIPTION
               ------       -------------------

<S>                         <C>
               99.1         Press Release, dated as of November 13, 2002, issued
                            by MasterCard International Incorporated announcing
                            performance results for its payment programs for the
                            three and nine month periods ended September 30,
                            2002.
</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>y65627exv99w1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>
NEWS RELEASE                                                   [MASTERCARD LOGO]



Contacts:

Sharon Gamsin, 1-914-249-5622, sgamsin@mastercard.com
Veronika Clough, 1-914-249-3198, veronika_clough@mastercard.com

                 MASTERCARD REPORTS STRONG GROWTH IN ITS PAYMENT
             PROGRAMS FOR THIRD QUARTER, FIRST NINE MONTHS OF 2002


            NUMBER OF MASTERCARD CARDS ISSUED GLOBALLY GROWS BY 15.6%
           ALMOST 10 BILLION PURCHASE AND CASH TRANSACTIONS REGISTERED

PURCHASE, NY, NOVEMBER 13, 2002 - MasterCard International today reported
performance results for its payment programs for the three and nine month
periods ended September 30, 2002, indicating continued growth across all regions
and in all key measures of success in the payments industry.

"Although most economies around the world remained weak during the year,
MasterCard continues to see strong growth in all aspects of our payment
programs," said Robert W. Selander, MasterCard's president and CEO. "These
results demonstrate the continued progress our payment solutions are making
against cash and checks as consumers and merchants around the world increasingly
recognize the convenient and secure options we offer."

In addition, Selander attributed MasterCard's success to the company's strategic
focus on providing exceptional customer service and technological capabilities,
unsurpassed acceptance, and customized payments solutions for its member
financial institutions around the globe. "Our growth continues to reflect that
more and more often, our members and their customers are turning to MasterCard
as their payment brand of choice."

Highlights of the first nine months of 2002 include:

-    Cardholders around the globe used MasterCard(R)-branded cards (excluding
     Cirrus(R) and Maestro(R) online debit activity) for more than 9.84
     billion purchase and cash transactions in the first nine months of 2002,
     generating gross dollar volume (GDV) of $831.7 billion, an increase of
     16.1% over the same period in 2001. Third quarter 2002 purchase and cash
     transactions reached 3.50 billion, generating GDV of $296 billion, a 16.5%
     gain over third quarter 2001;

-    As of September 30, 2002, MasterCard's 25,000 member financial institutions
     around the world had issued nearly 578.8 million MasterCard-branded cards,
     a 15.6 % increase over September 30, 2001. These cards could be used at
     29.6 million acceptance locations around the world;

-    The value of purchases on MasterCard cards, a significant measure of
     success, continued to show substantial gains. Globally, purchase volume
     (excluding cash transactions) rose 14.4% to $580.3 billion for the first
     nine months of 2002 compared to the same period in 2001. During the first
     nine months of 2002, MasterCard-branded cards were used for 8.59 billion
     purchase transactions. Purchase volume was $207.8 billion in the third
     quarter of 2002, a 16.1% increase from the 2001 period, with 3.07 billion
     transactions recorded.

                                     -more-
<PAGE>
MasterCard International - Page 2
MasterCard Reports Strong Growth in Its Payment Programs For Third Quarter,
First Nine Months of 2002
November 13, 2002

MasterCard's strong growth in the first nine months of 2002 was fueled by growth
in both credit and debit programs. GDV for worldwide MasterCard credit programs
grew 15.1% to $690.6 billion, and GDV for MasterCard off-line debit programs
rose 21.6% to $141.1 billion, in each case compared to the first nine months of
2001.

STRONG REGIONAL RESULTS

Strong MasterCard-branded GDV growth was reported for all regions, with each
reporting double-digit gains in the first nine months of 2002 compared to the
same period in 2001: the U.S. rose 17.8%; Europe, 13.6%; Asia/Pacific, 12.7%;
Latin America, 26.3%; South Asia, Middle East/Africa, 23.1%; and Canada, 19.8%.

In the United States, which accounts for more than half of total GDV,
MasterCard-branded cards were used in almost five billion purchase and cash
transactions in the first nine months of 2002, generating $439.7 billion in GDV,
a 17.8% GDV increase over the same period in 2001. Both strong purchase volume
growth of 16.6% and strong cash volume growth of 21.0% drove this high growth
rate. At September 30, 2002, the number of MasterCard cards issued in the United
States increased 15.1% to almost 309 million.

GDV in Europe for MasterCard-branded cards rose 13.6% in the first nine months
of 2002, to $172.6 billion, compared to the same period in 2001.
MasterCard-branded card issuance and GDV growth increased 13.5% and 14.9%
respectively, for the third quarter of 2002 over the same period last year.

The Asia Pacific region reported MasterCard GDV growth of 12.7% for the first
nine months of 2002, to almost $165.9 billion, compared to the same period in
2001. These regional results were driven by strong MasterCard GDV growth in
Korea (up 28.3%), Australia (up 15.7%) and Japan (up 11.5%) between the periods.
Third quarter MasterCard GDV in Asia Pacific rose 8.8% in 2002 over the same
period in 2001. The number of MasterCard-branded cards issued in the region at
September 30, 2002 rose 17.2%, to 110.8 million, compared to September 30, 2001.

In Canada, MasterCard GDV rose 19.8% for the first nine months of 2002, and
21.1% for the third quarter of 2002, in each case compared to the same period in
2001. Purchase volume in Canada remained strong in the first nine months of
2002, representing over 82.2% of GDV in that region. At September 30, 2002,
Canadian banks had increased the number of MasterCard cards issued by 19.1%
compared to September 30, 2001.

Latin America reported a strong 26.3% increase in MasterCard GDV for the first
nine months of 2002 compared to the same period in 2001, as the number of
MasterCard cards issued in the region at September 30, 2002 jumped 16.4%
compared to September 30, 2001. Driven by strong third quarter 2002 performance
in Mexico and Brazil, Latin America experienced an increase in GDV of 25.9% for
the third quarter of 2002 compared to the third quarter of 2001.

                                     -more-
<PAGE>
MasterCard International - Page 3
MasterCard Reports Strong Growth in Its Payment Programs For Third Quarter,
First Nine Months of 2002
November 13, 2002

In South Asia, Middle East/Africa, MasterCard GDV grew 23.1% during the first
nine months of 2002, and 24.9% for third quarter of 2002, in each case compared
to the same period in 2001. Strong purchase volume growth of 26.3%, strong cash
volume growth rates and a very strong GDV growth rate in South Africa fueled the
region's growth in the third quarter of 2002 compared to 2001.

For further information on the performance results described in this press
release, please review MasterCard Incorporated's Current Report on Form 8-K
filed with the U.S. Securities and Exchange Commission on November 13, 2002,
including the narrative description therein of the sources of, and bases of
presentation for, the performance results for MasterCard's payment programs.

ABOUT MASTERCARD INTERNATIONAL

MasterCard International has a comprehensive portfolio of well-known, widely
accepted payment brands including MasterCard, Cirrus and Maestro. More than 1.7
billion MasterCard, Cirrus and Maestro logos are present on credit, charge and
debit cards in circulation today. With approximately 25,000 MasterCard, Cirrus
and Maestro members worldwide, MasterCard serves consumers and businesses, both
large and small, in 210 countries and territories. MasterCard is a leader in
quality and innovation, offering a wide range of payment solutions in the
virtual and traditional worlds. MasterCard's award-winning Priceless(R)
advertising campaign is now seen in 90 countries and in 45 languages, giving the
MasterCard brand a truly global reach and scope. With more than 29 million
acceptance locations, no payment card is more widely accepted globally than
MasterCard. For the nine months ended September 30, 2002, gross dollar volume
exceeded US$831.7 billion. MasterCard can be reached through its website at
http://www.mastercardinternational.com.

                                      ####






</TEXT>
</DOCUMENT>
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