<SUBMISSION>
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<CONFORMED-NAME>MASTERCARD INC
<CIK>0001141391
<ASSIGNED-SIC>7389
<IRS-NUMBER>134172551
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
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<FILE-NUMBER>000-50250
<FILM-NUMBER>04944286
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>2000 PURCHASE STREET
<CITY>PURCHASE
<STATE>NY
<ZIP>10577
<PHONE>9142492000
</BUSINESS-ADDRESS>
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<STREET1>2000 PURCHASE STREET
<CITY>PURCHASE
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<ZIP>10577
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<DESCRIPTION>FORM 8-K
<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): August 2, 2004

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

          DELAWARE                 000-50250               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 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(c) Exhibits.

      Exhibit 99.1       Press Release of MasterCard International Incorporated,
                         dated August 2, 2004.

ITEM 9.  REGULATION FD DISCLOSURE.

      Set forth below are tables that provide information regarding the
performance results for the three and six months ended June 30, 2004 for the
payment programs of MasterCard International Incorporated and MasterCard Europe
sprl (collectively, "MasterCard"), the principal operating subsidiaries of
MasterCard Incorporated. In addition, set forth below are tables that provide
information regarding MasterCard's payment programs for the years ended December
31, 2003 and 2002, in each case restated to present the information on the same
basis as the information in the tables for the three and six months ended June
30, 2004.

      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 and MasterCard
Electronic(TM)-branded cards. Growth rates over prior periods are provided for
volume-based data.

<TABLE>
<CAPTION>
                                                       FOR THE 3 MONTHS ENDED JUNE 30, 2004
                       ------------------------------------------------------- ---------------------------------------------------
                                            PURCHASE               PURCHASE      CASH                CASH
ALL PROGRAMS EXCEPT       GDV      GROWTH    VOLUME      GROWTH  TRANSACTIONS   VOLUME     GROWTH TRANSACTIONS  ACCOUNTS   CARDS
ON-LINE DEBIT PROGRAMS (BILLIONS)  (LOCAL)  (BILLIONS)  (LOCAL)   (MILLIONS)  (BILLIONS)  (LOCAL)  (MILLIONS)  (MILLIONS)(MILLIONS)
---------------------- ----------  -------  ----------  -------  -----------  ----------  ------- -----------  --------------------
<S>                    <C>         <C>      <C>         <C>      <C>          <C>         <C>     <C>          <C>       <C>
South Asia / Middle
 East Africa            $   3.7     27.0%     $  2.6      28.9%         43.7      $ 1.1     22.7%       9.5        9.2       11.0
Asia / Pacific             55.0      2.5%       36.6      15.5%        396.0       18.3    -16.3%      57.6      113.7      125.1
Europe                     93.9     12.8%       71.4      12.8%        978.7       22.5     12.8%     186.2       93.3      105.8
Latin America              15.7     30.9%        7.0      26.7%        199.8        8.7     34.4%      77.2       40.7       51.0
Canada                     12.0     13.0%       10.0      14.8%        150.7        2.0      4.5%       4.7       21.8       28.0
United States             168.7      7.2%      129.4       8.8%      1,817.6       39.3      2.3%     139.6      264.1      317.5
Worldwide                 349.0      9.2%      257.1      11.7%      3,586.4       91.9      2.7%     474.8      542.8      638.3

CREDIT PROGRAMS
United States             134.2      6.4%      106.7       8.3%      1,278.5       27.5     -0.3%      18.1      213.0      262.0
Worldwide                 285.9     10.6%      221.1      12.7%      2,804.7       64.8      3.7%     208.5      469.1      554.4

OFF-LINE DEBIT PROGRAMS
United States              34.5     10.7%       22.8      11.6%        539.1       11.8      9.1%     121.5       51.1       55.4
Worldwide                  63.1      3.3%       36.0       5.5%        781.8       27.1      0.4%     266.3       73.7       83.9

</TABLE>

<TABLE>
<CAPTION>
                                                           FOR THE 6 MONTHS ENDED JUNE 30, 2004
                       -------------------------------------------------------------------------------------------------------------
                                              PURCHASE            PURCHASE        CASH                CASH
ALL PROGRAMS EXCEPT       GDV       GROWTH     VOLUME   GROWTH  TRANSACTIONS     VOLUME    GROWTH  TRANSACTIONS  ACCOUNTS   CARDS
ON-LINE DEBIT PROGRAMS (BILLIONS)  (LOCAL)   (BILLIONS) (LOCAL)  (MILLIONS)    (BILLIONS)  (LOCAL)  (MILLIONS)  (MILLIONS)(MILLIONS)
---------------------- ----------  -------   ---------- ------- -------------  ----------  ------- -----------  --------------------
<S>                    <C>         <C>       <C>        <C>     <C>          <C>           <C>     <C>          <C>       <C>
South Asia / Middle
 East Africa            $  7.1       27.3%     $  4.9    27.2%          87.4   $    2.1     27.4%      18.5        9.2       11.0
Asia / Pacific           110.4       -0.3%       73.2    13.1%         775.2       37.2    -19.2%     110.8      113.7      125.1
Europe                   182.7       13.0%      139.4    13.6%       1,868.0       43.2     11.3%     358.6       93.3      105.8
Latin America             30.7       30.8%       13.5    25.3%         385.9       17.2     35.6%     150.2       40.7       51.0
Canada                    22.8       13.1%       19.0    13.9%         282.1        3.9      9.5%       9.1       21.8       28.0
United States            327.1        7.6%      250.3    10.6%       3,498.6       76.8     -1.2%     265.5      264.1      317.5
Worldwide                680.8        8.8%      500.4    12.4%       6,897.1      180.4     -0.1%     912.6      542.8      638.3

CREDIT PROGRAMS
United States            260.9        7.2%      206.3    10.0%       2,457.2       54.6     -2.5%      36.2      213.0      262.0
Worldwide                558.9       10.3%      430.6    13.5%       5,387.6      128.3      0.7%     403.4      469.1      554.4

OFF-LINE DEBIT PROGRAMS
United States             66.2        9.2%       43.9    13.2%       1,041.4       22.2      2.1%     229.4       51.1       55.4
Worldwide                121.9        2.5%       69.8     6.0%       1,509.5       52.1     -1.8%     509.3       73.7       83.9

</TABLE>

<TABLE>
<CAPTION>
                                                          FOR THE YEAR ENDED DECEMBER 31, 2003
                        ---------------------------------------------------------------------------------------------------------
                                            PURCHASE  PURCHASE    PURCHASE     CASH                CASH
ALL PROGRAMS EXCEPT        GDV     GROWTH    VOLUME    GROWTH   TRANSACTIONS  VOLUME    GROWTH  TRANSACTIONS  ACCOUNTS    CARDS
ON-LINE DEBIT PROGRAMS  (BILLIONS) (LOCAL)  (BILLIONS) (LOCAL)   (MILLIONS) (BILLIONS) (LOCAL)   (MILLIONS)  (MILLIONS) (MILLIONS)
----------------------  ---------- -------  ------------------  ----------- ---------- -------  -----------  ---------- ---------
<S>                     <C>        <C>      <C>       <C>       <C>         <C>        <C>      <C>          <C>        <C>
South Asia / Middle
  East Africa           $     11.3   18.1%   $   8.0     17.9%         158.3  $     3.4     18.6%      31.8        8.4        9.8
Asia / Pacific               213.0   -9.0%     128.9      1.2%       1,441.0       84.2    -21.2%     197.1      110.5      122.2
Europe                       315.9   13.4%     240.0     14.3%       3,526.6       75.9     10.7%     707.4       89.4      100.0
Latin America                 53.0   31.3%      24.0     20.3%         689.5       29.0     42.0%     269.8       38.0       47.7
Canada                        41.7   14.7%      34.7     14.9%         539.9        7.0     13.7%      17.8       20.2       26.6
United States                636.6    5.7%     481.1      8.9%       6,840.2      155.5     -2.9%     557.6      263.9      319.9
Worldwide                  1,271.6    5.9%     916.6      9.6%      13,195.6      355.0     -2.7%   1,781.6      530.3      626.2

CREDIT PROGRAMS
United States                514.5    5.9%     399.6      7.3%       4,889.9      114.9      1.3%      82.1      215.8      266.7
Worldwide                  1,034.9    5.1%     783.1      9.0%      10,253.8      251.8     -5.2%     688.9      458.4      543.3

OFF-LINE DEBIT PROGRAMS
United States                122.2    5.1%      81.5     17.2%       1,950.3       40.6    -13.1%     475.5       48.1       53.2
Worldwide                    236.7    9.2%     133.4     13.7%       2,941.8      103.2      3.8%   1,092.7       72.0       82.9

</TABLE>



<TABLE>
<CAPTION>
                                                             FOR THE YEAR ENDED DECEMBER 31, 2002
                         -----------------------------------------------------------------------------------------------------------
                                              PURCHASE             PURCHASE      CASH                CASH
ALL PROGRAMS EXCEPT         GDV     GROWTH     VOLUME    GROWTH  TRANSACTIONS   VOLUME     GROWTH TRANSACTIONS  ACCOUNTS     CARDS
ON-LINE DEBIT PROGRAMS   (BILLIONS) (LOCAL)  (BILLIONS) (LOCAL)   (MILLIONS)  (BILLIONS)  (LOCAL)  (MILLIONS)  (MILLIONS) (MILLIONS)
----------------------   ---------- -------  ---------- -------  ------------ ----------  ------- -----------  ---------- ----------
<S>                      <C>        <C>      <C>        <C>      <C>          <C>         <C>     <C>          <C>        <C>
South Asia / Middle
  East Africa            $      7.9    22.9% $      5.6    23.4%       141.2      $ 2.4   21.7%     26.1           6.7        7.7
Asia / Pacific                223.2    10.6%      121.3     6.9%     1,304.9      101.9   15.4%    213.0         100.9      112.1
Europe                        241.9    14.7%      183.3    14.6%     3,104.7       58.6   15.0%    669.3          77.2       86.8
Latin America                  44.3    67.8%       21.6    16.9%       598.9       22.7  186.6%    219.6          35.2       44.4
Canada                         32.3    18.0%       26.8    18.2%       473.4        5.5   16.9%     16.8          18.5       24.3
United States                 602.2    16.2%      442.0    15.4%     6,245.0      160.2   18.3%    638.0         251.5      315.8
Worldwide                   1,151.8    16.2%      800.6    14.0%    11,868.1      351.3   21.4%  1,782.8         490.0      591.2

CREDIT PROGRAMS
United States                 485.9    15.3%      372.4    14.7%     4,569.7      113.5   17.5%     93.7         210.0      267.5
Worldwide                     945.7    14.1%      690.4    13.3%     9,269.7      255.2   16.3%    671.5         425.7      515.0

OFF-LINE DEBIT PROGRAMS
United States                 116.3    19.8%       69.5    19.4%     1,675.3       46.7   20.3%    544.3          41.5       48.3
Worldwide                     206.1    26.8%      110.1    18.6%     2,598.4       96.0   37.8%  1,111.4          64.3       76.2

</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.

      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

<PAGE>

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 is 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 is derived from information provided by MasterCard members and
is subject to certain limited logical and statistical verification by
MasterCard. All data is subject to revision and amendment by MasterCard's
members subsequent to the date of its release.

      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.

      Period-over-period rates of change in GDV, purchase volume and cash
volume for worldwide off-line debit and credit programs have been impacted by
portfolio changes that resulted in the reclassification of certain volumes
previously reported as off-line debit program volumes into credit program
volumes. Accordingly, the rates of change in GDV, purchase volume and cash
volume for worldwide off-line debit and credit programs may be adjusted in the
future.

      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 for the
years ended December 31, 2003 and 2002 has been restated to conform to the
presentation of information in the tables for the three and six months ended
June 30, 2004 and to reflect revisions to certain historical statistical
information provided by MasterCard's members subsequent to the previous release
of this information by MasterCard.

      Attached also as Exhibit 99.1 is a press release issued by MasterCard
International Incorporated, dated August 2, 2004, which further discusses the
results of MasterCard's payment programs for the three and six months ended June
30, 2004.

<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: August 2, 2004                          By: /s/ Noah J. Hanft
                                                  -----------------------------
                                                  Noah J. Hanft
                                                  General Counsel and Secretary

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>y99594exv99w1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.1

                                                                   MASTERCARD
                                                                   INTERNATIONAL

[PRESS RELEASE LOGO]

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

                MASTERCARD INTERNATIONAL REPORTS CONTINUED GROWTH
                  FOR SECOND QUARTER, FIRST SIX MONTHS OF 2004

                DOUBLE DIGIT GROWTH IN PURCHASE VOLUME WORLDWIDE
     FOR BOTH CREDIT AND OFFLINE DEBIT AS GLOBAL ECONOMIC ACTIVITY IMPROVES

PURCHASE, NY, AUGUST 2, 2004 - MasterCard International today announced strong
performance results for the three and six month periods ended June 30, 2004, as
generally improving global economic activity led to double-digit purchase volume
growth worldwide. Total purchases on MasterCard credit and offline debit cards
rose 11.7% in the second quarter compared to the same period in 2003, and the
number of MasterCard cards issued around the world rose to 638.3 million.

"The first half of this year has been successful for both MasterCard and our
customers," said Robert W. Selander, MasterCard President and CEO. "Many of the
issues that limited economic growth last year are behind us, and we've seen
stronger purchase activity across our global network as more confident consumers
increased spending. Also this quarter, our Asia/Pacific region reported growth
in gross dollar volume (GDV) up for the first time in 18 months reflecting
renewed consumer confidence in the region."

Performance highlights for the second quarter and first half of 2004 include:

      -     Cardholders across the globe used MasterCard-branded cards for
            almost 4.1 billion transactions, generating GDV of $349.0 billion in
            the second quarter of 2004, an increase of 9.2% over the same period
            in 2003. In the first six months of 2004, transactions reached 7.8
            billion, generating GDV of $680.8 billion, an 8.8% gain over the
            same period in 2003. GDV includes both purchase and cash volume;

      -     MasterCard's almost 25,000 customer financial institutions around
            the world had issued more than 638.3 million MasterCard-branded
            cards, a 6.4% increase over the same six-month period in 2003;

      -     The value of purchases on MasterCard-branded cards, a significant
            measure of success, continued to show double-digit growth worldwide.
            Globally, purchase volume rose 11.7% to $257.1 billion for the
            second quarter of 2004 compared to the same period in 2003. Purchase
            volume was $500.4 billion for the first six months of 2004, a 12.4 %
            increase from the same period in 2003.

                                    - more -
<PAGE>

MasterCard International-Page 2
MasterCard International Reports Continued Growth For Second Quarter, First
Six Months of 2004 August 2, 2004

MasterCard's GDV for credit programs worldwide grew 10.6% to $285.9 billion
compared to the same period in 2003. For the first six months of 2004, GDV
worldwide for MasterCard credit programs rose 10.3% to $558.9 billion compared
to the same period in 2003.

Currently, cardholders can use their MasterCard cards at more than 22 million
locations around the world: Asia/Pacific, 8.0 million locations; Canada, .6
million locations; Europe, 6.2 million locations; Latin America, 1.7 million
locations; United States, 5.0 million locations; and South Asia, Middle
East/Africa, .5 million locations. Acceptance locations include merchant
locations, ATMs and other locations where cash may be obtained.

<TABLE>
<CAPTION>
                                                             FOR THE 3 MONTHS ENDED JUNE 30, 2004
                         -----------------------------------------------------------------------------------------------------------
                                            PURCHASE              PURCHASE      CASH                 CASH
ALL PROGRAMS EXCEPT        GDV     GROWTH    VOLUME     GROWTH  TRANSACTIONS   VOLUME    GROWTH  TRANSACTIONS  ACCOUNTS     CARDS
ON-LINE DEBIT PROGRAMS  (BILLIONS) (LOCAL)  (BILLIONS) (LOCAL)   (MILLIONS)  (BILLIONS) (LOCAL)   (MILLIONS)  (MILLIONS)  (MILLIONS)
----------------------  ---------- -------  ---------- -------  ------------ ---------- -------   ----------  --- ------- ----------
<S>                     <C>        <C>      <C>        <C>      <C>          <C>        <C>      <C>          <C>         <C>
South Asia / Middle
 East Africa             $   3.7    27.0%     $  2.6    28.9%         43.7   $  1.1      22.7%        9.5        9.2        11.0
Asia / Pacific              55.0     2.5%       36.6    15.5%        396.0     18.3     -16.3%       57.6      113.7       125.1
Europe                      93.9    12.8%       71.4    12.8%        978.7     22.5      12.8%      186.2       93.3       105.8
Latin America               15.7    30.9%        7.0    26.7%        199.8      8.7      34.4%       77.2       40.7        51.0
Canada                      12.0    13.0%       10.0    14.8%        150.7      2.0       4.5%        4.7       21.8        28.0
United States              168.7     7.2%      129.4     8.8%      1,817.6     39.3       2.3%      139.6      264.1       317.5
Worldwide                  349.0     9.2%      257.1    11.7%      3,586.4     91.9       2.7%      474.8      542.8       638.3

CREDIT PROGRAMS
United States              134.2     6.4%      106.7     8.3%      1,278.5     27.5      -0.3%       18.1      213.0       262.0
Worldwide                  285.9    10.6%      221.1    12.7%      2,804.7     64.8       3.7%      208.5      469.1       554.4

OFF-LINE DEBIT PROGRAMS
United States               34.5    10.7%       22.8    11.6%        539.1     11.8       9.1%      121.5       51.1        55.4
Worldwide                   63.1     3.3%       36.0     5.5%        781.8     27.1       0.4%      266.3       73.7        83.9



</TABLE>

<TABLE>
<CAPTION>
                                                           FOR THE 6 MONTHS ENDED JUNE 30, 2004
                         ----------------------------------------------------------------------------------------------------------
                                             PURCHASE            PURCHASE       CASH                 CASH
ALL PROGRAMS EXCEPT         GDV      GROWTH   VOLUME   GROWTH  TRANSACTIONS    VOLUME    GROWTH  TRANSACTIONS  ACCOUNTS    CARDS
ON-LINE DEBIT PROGRAMS   (BILLIONS) (LOCAL) (BILLIONS) (LOCAL)  (MILLIONS)   (BILLIONS)  (LOCAL)  (MILLIONS)  (MILLIONS) (MILLIONS)
----------------------   ---------- ------- ---------- ------- ------------- ---------   ------- -----------  ---------- ----------
<S>                      <C>        <C>     <C>        <C>     <C>           <C>         <C>     <C>          <C>        <C>
South Asia / Middle
  East Africa              $  7.1    27.3%    $  4.9    27.2%        87.4    $     2.1    27.4%       18.5         9.2       11.0
Asia / Pacific              110.4    -0.3%      73.2    13.1%       775.2         37.2   -19.2%      110.8       113.7      125.1
Europe                      182.7    13.0%     139.4    13.6%     1,868.0         43.2    11.3%      358.6        93.3      105.8
Latin Amercia                30.7    30.8%      13.5    25.3%       385.9         17.2    35.6%      150.2        40.7       51.0
Canada                       22.8    13.1%      19.0    13.9%       282.1          3.9     9.5%        9.1        21.8       28.0
United States               327.1     7.6%     250.3    10.6%     3,498.6         76.8    -1.2%      265.5       264.1      317.5
Worldwide                   680.8     8.8%     500.4    12.4%     6,897.1        180.4    -0.1%      912.6       542.8      638.3

CREDIT PROGRAMS
United States               260.9     7.2%     206.3    10.0%     2,457.2         54.6    -2.5%       36.2       213.0      262.0
Worldwide                   558.9    10.3%     430.6    13.5%     5,387.6        128.3     0.7%      403.4       469.1      554.4

OFF-LINE DEBIT PROGRAMS
United States                66.2     9.2%      43.9    13.2%     1,041.4         22.2     2.1%      229.4        51.1       55.4
Worldwide                   121.9     2.5%      69.8     6.0%     1,509.5         52.1    -1.8%      509.3        73.7       83.9




</TABLE>

                                    - more -
<PAGE>

MasterCard International-Page 3
MasterCard International Reports Continued Growth For Second Quarter, First
Six Months of 2004 August 2, 2004

SIGNIFICANT MILESTONES ACHIEVED

MasterCard also achieved a wide range of significant business milestones in the
first half of 2004:

      -     MasterCard announced an initiative to attack "phishing" before it
            happens. MasterCard will work with NameProtect, a leading digital
            fraud detection company, to identify sites established to steal
            personal information. These sites are often used to launch phishing
            attacks via email that can ultimately result in identity theft. In
            addition, MasterCard and NameProtect will identify sites that broker
            illegally-obtained payment card numbers. NameProtect's technology
            will identify online scams in real-time, globally, by searching
            domain names, web pages, chat rooms, and more. MasterCard will send
            out rapid alerts to members when their accounts are identified as
            being at risk, and notify authorities of potential compromises.

      -     MasterCard signature debit cards were again accepted at all Wal-Mart
            store locations in the U.S., underscoring a significant win for
            MasterCard cardholders in giving them as much choice in payments as
            possible. In addition to MasterCard signature debit cards, Wal-Mart
            will continue to accept all other MasterCard payment products,
            including credit, PIN debit, and corporate cards.

      -     McDonald's(R) joined with MasterCard to provide MasterCard
            cardholders with cashless payment options at more than 3,000
            McDonald's restaurants in the U.S. Cashless payments include credit
            cards and PIN and signature-debit card payments. McDonald's expects
            the number of participating restaurants to more than double by
            year-end.

      -     MasterCard Advisors(TM), the professional services arm of MasterCard
            International, announced the acquisition of consulting firm Watch
            Hill Partners, which specializes in optimization of customer
            relationships through multiple channels and technologies. MasterCard
            Advisors also announced the launch of a new Web-based financial
            tool, PurchaseLogic, which gives corporations a transparent view of
            their entire procure-to-pay process.

      -     MasterCard announced that a number of the world's leading smart card
            vendors signed its M/Chip(TM) 4 Development Agreement and are
            actively developing products in support of M/Chip 4 for 2004
            availability. M/Chip 4 is at the core of MasterCard's smart card
            strategy and represents the latest generation of EMV payment
            applications.

NOTE TO EDITORS

Online debit activity, which includes MasterCard's online debit program,
Maestro, and MasterCard's ATM-only brand, Cirrus, will be available at a later
date.

                                    - more -
<PAGE>

MasterCard International-Page 4
MasterCard International Reports Continued Growth For Second Quarter, First
Six Months of 2004 August 2, 2004

The data in this press release is provided by the member financial institutions
of MasterCard International Incorporated and its affiliates ("MasterCard") and
is subject to revision and amendment by such members subsequent to the date of
its release. A portion of the data relating to accounts and cards 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.
Information with respect to gross dollar volumes ("GDV") includes the impact of
balance transfers and convenience checks. The number of cards includes virtual
cards, which are MasterCard-branded payment accounts in connection with which
functional cards are not generally issued.

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.

Period-over-period rates of change in volume-based information are provided on a
local-currency basis. Accordingly, the period-over-period rates of change in
this press release cannot be extrapolated directly by reference to the U.S.
dollar volume information presented for the current and historical periods.

MasterCard-branded data regarding GDV, purchase volume, purchase transactions,
cash volume and cash transactions is 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. MasterCard-branded data concerning
accounts and cards is derived from information provided by MasterCard members
that is subject to certain limited logical and statistical verification by
MasterCard. Certain information with respect to ATM locations is provided by
third parties and has not been independently verified by MasterCard.

Period-over-period rates of change in GDV, purchase volume and cash volume for
worldwide off-line debit and credit programs have been impacted by portfolio
changes that resulted in the reclassification of certain volumes previously
reported as off-line debit program volumes into credit program volumes.
Accordingly, the rates of change in GDV, purchase volume and cash volume for
worldwide off-line debit and credit programs may be adjusted in the future.

The data in this press release includes information with respect to
MasterCard-branded transactions that are not processed by MasterCard and
transactions for which MasterCard does not earn revenues. Accordingly, the data
in this press release cannot be taken as an indication of the financial
performance of MasterCard International or its parent company, MasterCard
Incorporated.

ABOUT MASTERCARD INTERNATIONAL

MasterCard International is a leading global payments solutions company that
provides a broad variety of innovative services in support of our global
members' credit, deposit access, electronic cash, business-to-business and
related payment programs. MasterCard International manages a family of
well-known, widely accepted payment cards brands including MasterCard(R),
Maestro(R) and Cirrus(R) and serves financial institutions, consumers and
businesses in over 210 countries and territories. The MasterCard award-winning
Priceless(R) advertising campaign is now seen in 96 countries and in 47
languages, giving the MasterCard brand a truly global reach and scope. For more
information go to www.mastercardinternational.com.

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