<SUBMISSION>
<ACCESSION-NUMBER>0000950123-04-012799
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20041101
<ITEMS>7.01
<ITEMS>9.01
<FILING-DATE>20041101
<DATE-OF-FILING-DATE-CHANGE>20041101
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>MASTERCARD INC
<CIK>0001141391
<ASSIGNED-SIC>7389
<IRS-NUMBER>134172551
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-50250
<FILM-NUMBER>041111040
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>2000 PURCHASE STREET
<CITY>PURCHASE
<STATE>NY
<ZIP>10577
<PHONE>9142492000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>2000 PURCHASE STREET
<CITY>PURCHASE
<STATE>NY
<ZIP>10577
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>y68076e8vk.txt
<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): November 1, 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)

      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
      CFR 240.14a-12)

[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))




<PAGE>


ITEM 7.01. REGULATION FD DISCLOSURE.

      Set forth below are tables that provide information regarding the
performance results for the three and nine months ended September 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 nine months ended
September 30, 2004.

      The tables set forth the gross dollar volume ("GDV"), purchase volume,
cash volume and the number of purchase transactions, cash transactions,
accounts, cards and acceptance locations 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 SEPTEMBER 30, 2004
                  ------------------------------------------------------------------------------------------------------------------
ALL PROGRAMS         GDV       GROWTH    PURCHASE   GROWTH      PURCHASE      CASH      GROWTH      CASH        ACCOUNTS     CARDS
EXCEPT ON-LINE                           VOLUME              TRANSACTIONS   VOLUME              TRANSACTIONS
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            $4.1       25.5%      $2.9       26.2%        46.4       $1.2        23.7%      10.4           9.8        11.7
Asia / Pacific      55.0        2.3%      36.6       11.4%       413.4       18.4       -11.9%      63.0         118.8       128.4
Europe             101.0       14.9%      76.0       14.7%     1,046.3       25.0        15.3%     189.5          97.0       108.7
Latin America       16.9       32.5%       7.6       27.5%       211.5        9.3        36.8%      80.7          42.8        53.5
Canada              12.9       12.7%      10.8       13.7%       157.3        2.1         7.9%       4.7          22.4        27.9
United States      176.0        7.7%     132.9        7.7%     1,879.6       43.1         7.4%     151.7         270.9       325.8
Worldwide          365.9       10.0%     266.8       11.1%     3,754.5       99.1         7.2%     500.2         561.7       656.0


CREDIT PROGRAMS

United States      139.0       4.4%      109.7        6.9%     1,321.9       29.3        -4.1%      19.5         218.0       267.5
Worldwide          298.5       8.4%      229.5       11.2%     2,933.3       69.0         0.1%     221.0         481.8       568.1


OFF-LINE DEBIT
  PROGRAMS

United States       37.0      22.1%       23.2       11.8%       557.7       13.8        44.2%     132.2          52.9        58.3
Worldwide           67.4      17.7%       37.3       10.5%       821.2       30.1        28.1%     279.2          79.8        87.9
</TABLE>

<TABLE>
<CAPTION>
                                                    FOR THE 9 MONTHS ENDED SEPTEMBER 30, 2004
                --------------------------------------------------------------------------------------------------------------------
ALL PROGRAMS       GDV       GROWTH    PURCHASE   GROWTH      PURCHASE      CASH      GROWTH      CASH         ACCOUNTS      CARDS
EXCEPT ON-LINE                         VOLUME              TRANSACTIONS   VOLUME              TRANSACTIONS
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          $11.2      26.5%       $7.8      26.8%        133.7       $3.3      25.8%       29.0           9.8         11.7
Asia / Pacific    165.4       0.5%      109.8      12.6%      1,187.7       55.6     -17.0%      174.1         118.8        128.4
Europe            285.4      14.6%      217.0      15.1%      2,937.3       68.4      13.1%      546.8          97.0        108.7
Latin America      47.6      31.4%       21.1      26.0%        597.3       26.5      36.0%      230.9          42.8         53.5
Canada             35.7      13.0%       29.8      13.8%        439.4        5.9       8.9%       13.8          22.4         27.9
United States     503.2       7.6%      383.2       9.6%      5,378.3      120.0       1.8%      418.0         270.9        325.8
Worldwide        1048.5       9.5%      768.8      12.2%     10,673.8      279.8       2.5%    1,412.6         561.7        656.0


CREDIT PROGRAMS

United States     399.9       6.2%      316.0       8.9%      3,779.0       83.9      -3.0%       55.7         218.0        267.5
Worldwide         858.6       9.2%      661.1      12.6%      8,330.0      197.4      -0.9%      624.1         481.8        568.1


OFF-LINE DEBIT
  PROGRAMS

United States     103.3      13.6%       67.2      12.8%      1,599.4       36.1      15.2%      362.3          52.9         58.3
Worldwide         190.0      10.7%      107.6       9.9%      2,343.7       82.4      11.8%      788.5          79.8         87.9
</TABLE>

<TABLE>
<CAPTION>
                                                      FOR THE YEAR ENDED DECEMBER 31, 2003
                -------------------------------------------------------------------------------------------------------------------
ALL PROGRAMS       GDV       GROWTH   PURCHASE   GROWTH      PURCHASE      CASH      GROWTH      CASH         ACCOUNTS      CARDS
EXCEPT ON-LINE                        VOLUME              TRANSACTIONS   VOLUME              TRANSACTIONS
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            315.4      13.3%     239.5      14.1%      3,521.4       75.9       10.7%     706.2           89.5       100.1
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       8.8%      6,839.2      155.6       -2.9%     557.9          263.3       319.8
Worldwide       1,271.1       5.8%     916.0       9.6%     13,189.3      355.0       -2.7%   1,780.7          529.9       626.3


CREDIT PROGRAMS

United States     514.5       5.9%     399.6       7.3%      4,889.8      114.9        1.3%      82.1          215.3       266.7
Worldwide        1043.9       5.4%     785.9       9.0%     10,300.9      258.0       -4.3%     740.8          460.9       546.5


OFF-LINE DEBIT
  PROGRAMS

United States     122.2       5.1%      81.5      17.2%      1,949.4       40.7      -13.0%     475.9           48.0        53.1
Worldwide         227.1       7.8%     130.2      12.8%      2,888.4       97.0        1.8%   1,039.9           68.9        79.8
</TABLE>

<TABLE>
<CAPTION>
                                                        FOR THE YEAR ENDED DECEMBER 31, 2002
                --------------------------------------------------------------------------------------------------------------------
ALL PROGRAMS       GDV       GROWTH   PURCHASE   GROWTH       PURCHASE      CASH       GROWTH      CASH         ACCOUNTS     CARDS
EXCEPT ON-LINE                        VOLUME               TRANSACTIONS   VOLUME               TRANSACTIONS
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           77.4       87.1
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          490.2      591.4


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          950.8      14.7%    692.1      13.6%       9,302.0      258.7        17.8%      706.5          428.2      517.4


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          201.0      23.7%    108.4      16.8%       2,566.1       92.5        32.8%    1,076.3           62.0       73.9
</TABLE>

<TABLE>
<CAPTION>
                       AT
                SEPTEMBER 30, 2004
                ------------------
ALL PROGRAMS        ACCEPTANCE
EXCEPT ON-LINE      LOCATIONS
DEBIT PROGRAMS      (MILLIONS)
                ------------------
<S>             <C>
South Asia /
  Middle East
  Africa              .5
Asia / Pacific       8.5
Europe               7.0
Latin America        1.8
Canada                .6
United States        5.6
Worldwide           24.0

</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. Acceptance locations include merchant locations,
ATMs and other locations where cash may be obtained.

      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 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

<PAGE>

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, cards and
acceptance locations columns is derived from information provided by MasterCard
members and is subject to certain limited logical and statistical verification
by MasterCard. Certain information with respect to acceptance locations is
provided by third parties and has not been independently verified 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.

      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. Cash volume growth for offline debit programs
in the U.S. region has increased significantly as a result of stricter
enforcement of reporting requirements for such data.

      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 nine months ended
September 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 November 1, 2004, which further discusses the
results of MasterCard's payment programs for the three and nine months ended
September 30, 2004.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits.

    Exhibit 99.1     Press Release of MasterCard International Incorporated,
                     dated November 1, 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: November 1, 2004                 By    /s/ Noah J. Hanft
                                           -------------------------------------
                                             Noah J. Hanft
                                             General Counsel and Secretary

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>y68076exv99w1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>
                                                                    Exhibit 99.1

                                                 (MASTERCARD INTERNATIONAL LOGO)

(PRESS RELEASE GRAPHIC)

Contacts:
Sharon Gamsin, 1-914-249-5622, sgamsin@mastercard.com
Jessica Antle, 1-914-249-5632, jessica_antle@mastercard.com

                        MASTERCARD INTERNATIONAL REPORTS
                DOUBLE DIGIT GDV GROWTH IN THIRD QUARTER OF 2004

      WORLDWIDE PURCHASE VOLUME UP 11.1% FOR BOTH CREDIT AND OFFLINE DEBIT

PURCHASE, NY, NOVEMBER 1, 2004 - MasterCard International today announced
continued strength in both credit and offline debit, demonstrating double-digit
growth globally, despite uncertain economic conditions created by rising oil
prices.

Cardholders worldwide used MasterCard-branded cards (excluding Maestro(R) and
Cirrus(R)) for 4.3 billion transactions, generating GDV of $365.9 billion in the
third quarter of 2004, an increase of 10.0% over the same period in 2003. Total
purchases on MasterCard credit and offline debit cards increased 11.1% for the
three months ending September 30, 2004, as the number of MasterCard cards issued
worldwide rose to 656.0 million.

"The third quarter of this year provides further evidence of the continued
success of MasterCard and our customers," said Robert W. Selander, MasterCard
President and CEO. "Even as macroeconomic factors such as higher fuel prices and
sporadic job growth have dampened consumer spending, we continue to see strong
purchase activity across our global network. This quarter we saw double-digit
purchase volume growth in most areas of the world, reflective of the global
power of our brand, the strength of our business partnerships, and the continued
migration away from cash and check towards our wide range of payment solutions."

Performance highlights for the third quarter of 2004 include:

      -     For the nine months ended September 30, MasterCard GDV totaled $1.0
            trillion, up 9.5% over the same period a year ago. GDV includes both
            purchase and cash volume;

      -     MasterCard's nearly 25,000 customer financial institutions around
            the world issued 656.0 million MasterCard-branded cards, an 8.0%
            increase over third quarter 2003;

      -     The value of purchases on MasterCard-branded cards, a significant
            measure of success, continued to show strong growth worldwide.
            Globally, purchase volume rose 11.1% to $266.8 billion for the third
            quarter of 2004 compared to the same period in 2003. In the nine
            months ended September 30, purchase volume rose 12.2%.

                                    - more -
<PAGE>
MasterCard International - Page 2
MasterCard International Reports Double Digit GDV Growth in Third Quarter of
2004
November 1, 2004


      -     Currently, cardholders can use their MasterCard cards at 24 million
            acceptance locations around the world, including over 1 million ATMs
            and other locations where cash can be obtained.

MasterCard's performance in the third quarter was fueled by growth in both
credit and offline debit programs. GDV for credit and charge programs worldwide
grew 8.4% to $298.5 billion, and GDV for offline debit programs rose 17.7% to
$67.4 billion over the same period in 2003 (see Note to Editors). Gross
transactions for credit and offline debit programs increased by 11.3% in 2004
compared with the third quarter of 2003.

The performance breakdown by region is as follows:


<TABLE>
<CAPTION>
                                                   FOR THE 3 MONTHS ENDED SEPTEMBER 30, 2004
                ------------------------------------------------------------------------------------------------------------------
ALL PROGRAMS       GDV       GROWTH   PURCHASE   GROWTH      PURCHASE      CASH       GROWTH      CASH        ACCOUNTS     CARDS
EXCEPT ON-LINE                        VOLUME              TRANSACTIONS   VOLUME               TRANSACTIONS
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          $4.1       25.5%     $2.9       26.2%        46.4       $1.2         23.7%      10.4           9.8        11.7
Asia / Pacific    55.0        2.3%     36.6       11.4%       413.4       18.4        -11.9%      63.0         118.8       128.4
Europe           101.0       14.9%     76.0       14.7%     1,046.3       25.0         15.3%     189.5          97.0       108.7
Latin America     16.9       32.5%      7.6       27.5%       211.5        9.3         36.8%      80.7          42.8        53.5
Canada            12.9       12.7%     10.8       13.7%       157.3        2.1          7.9%       4.7          22.4        27.9
United States    176.0        7.7%    132.9        7.7%     1,879.6       43.1          7.4%     151.7         270.9       325.8
Worldwide        365.9       10.0%    266.8       11.1%     3,754.5       99.1          7.2%     500.2         561.7       656.0


CREDIT PROGRAMS

United States    139.0       4.4%     109.7        6.9%     1,321.9       29.3         -4.1%      19.5         218.0       267.5
Worldwide        298.5       8.4%     229.5       11.2%     2,933.3       69.0          0.1%     221.0         481.8       568.1


OFF-LINE DEBIT
  PROGRAMS

United States     37.0      22.1%      23.2       11.8%       557.7       13.8         44.2%     132.2          52.9        58.3
Worldwide         67.4      17.7%      37.3       10.5%       821.2       30.1         28.1%     279.2          79.8        87.9


<CAPTION>
                    FOR THE
                 3 MONTHS ENDED
                SEPTEMBER 30, 2004
                ------------------
ALL PROGRAMS        ACCEPTANCE
EXCEPT ON-LINE      LOCATIONS
DEBIT PROGRAMS     (MILLIONS)
                ------------------
<S>              <C>
South Asia /
  Middle East
  Africa             .5
Asia / Pacific       8.5
Europe               7.0
Latin America        1.8
Canada               .6
United States        5.6
Worldwide           24.0


</TABLE>










<TABLE>
<CAPTION>
                                                         FOR THE 9 MONTHS ENDED SEPTEMBER 30, 2004
                 ------------------------------------------------------------------------------------------------------------------
ALL PROGRAMS        GDV       GROWTH   PURCHASE  GROWTH      PURCHASE      CASH       GROWTH      CASH        ACCOUNTS      CARDS
EXCEPT ON-LINE                         VOLUME             TRANSACTIONS   VOLUME               TRANSACTIONS
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           $11.2      26.5%      $7.8     26.8%        133.7       $3.3       25.8%       29.0          9.8         11.7
Asia / Pacific     165.4       0.5%     109.8     12.6%      1,187.7       55.6      -17.0%      174.1        118.8        128.4
Europe             285.4      14.6%     217.0     15.1%      2,937.3       68.4       13.1%      546.8         97.0        108.7
Latin America       47.6      31.4%      21.1     26.0%        597.3       26.5       36.0%      230.9         42.8         53.5
Canada              35.7      13.0%      29.8     13.8%        439.4        5.9        8.9%       13.8         22.4         27.9
United States      503.2       7.6%     383.2      9.6%      5,378.3      120.0        1.8%      418.0        270.9        325.8
Worldwide         1048.5       9.5%     768.8     12.2%     10,673.8      279.8        2.5%    1,412.6        561.7        656.0


CREDIT PROGRAMS

United States      399.9       6.2%     316.0      8.9%      3,779.0       83.9       -3.0%       55.7        218.0        267.5
Worldwide          858.6       9.2%     661.1     12.6%      8,330.0      197.4       -0.9%      624.1        481.8        568.1


OFF-LINE DEBIT
  PROGRAMS

United States      103.3      13.6%      67.2     12.8%      1,599.4       36.1       15.2%      362.3         52.9         58.3
Worldwide          190.0      10.7%     107.6      9.9%      2,343.7       82.4       11.8%      788.5         79.8         87.9

<CAPTION>
                    FOR THE
                 9 MONTHS ENDED
                SEPTEMBER 30, 2004
                ------------------
ALL PROGRAMS        ACCEPTANCE
EXCEPT ON-LINE      LOCATIONS
DEBIT PROGRAMS     (MILLIONS)
                ------------------
<S>              <C>
South Asia /
  Middle East
  Africa             .5
Asia / Pacific       8.5
Europe               7.0
Latin America        1.8
Canada               .6
United States        5.6
Worldwide           24.0

</TABLE>


                                    - more -
<PAGE>
MasterCard International - Page 3
MasterCard International Reports Double Digit GDV Growth in Third Quarter of
2004
November 1, 2004


SIGNIFICANT MILESTONES ACHIEVED

MasterCard also achieved a wide range of significant business milestones in the
third quarter:

      -     Bank of the West, which currently serves 450,000 debit card
            customers and operates 296 branches in California, Oregon, New
            Mexico, Nevada, Washington State and Idaho, is moving its debit card
            program, along with the recently- acquired portfolios of Union Safe
            Deposit Bank and Community First Bankshares, to MasterCard.

      -     McDonald's(R) will accept MasterCard PayPass(TM), a new
            "contactless" payment option utilizing radio frequency technology,
            at select McDonald's restaurants in the U.S. Participating
            McDonald's restaurants in Dallas and the New York metropolitan area
            will implement MasterCard PayPass later this year, with additional
            locations to be added in 2005. The technology will allow cardholders
            to make purchases at participating McDonald's restaurants without
            swiping their card through a traditional card-reader.

      -     MasterCard implemented a range of new initiatives aimed at providing
            merchants with new tools that will help them maximize the benefits
            and value of accepting MasterCard payment cards. This included the
            launch of MasterCardmerchant.com, a website for the merchant
            community that provides information about MasterCard acceptance
            programs and insight into how to most effectively leverage card
            acceptance. MasterCard also published a new manual to provide
            merchants with MasterCard rules and procedures, which can be
            downloaded free of charge from the MasterCard merchant website.

      -     MasterCard launched new print advertising executions as part of the
            brand's successful "Priceless" advertising campaign. For the first
            time, MasterCard advertising features national merchants as part of
            the brand's "Priceless" positioning and offers a dynamic new style
            and layout. The ads focus on several high-profile national
            merchants, including Banana Republic, The Gap, Kmart, Pier 1,
            Travelocity, RadioShack, Shell and Williams-Sonoma.

      -     MasterCard will jointly launch Industrial Bank's first MasterCard
            dual-currency international credit card through China UnionPay. The
            card, called Industrial Card, marks an important milestone for
            Industrial Bank in its drive to enter the international market.
            Industrial Bank has 260 branches in almost all major domestic cities
            across China.

                                    - more -
<PAGE>
MasterCard International - Page 4
MasterCard International Reports Double Digit GDV Growth in Third Quarter of
2004
November 1, 2004


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.

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, cards and acceptance locations 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 acceptance
locations is provided by third parties and has not been independently verified
by MasterCard.

Cash volume growth for offline debit programs in the U.S. region has increased
significantly as a result of stricter enforcement of reporting requirements for
certain transactions not processed by MasterCard.

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.

                                    - more -
<PAGE>
MasterCard International - Page 5
MasterCard International Reports Double Digit GDV Growth in Third Quarter of
2004
November 1, 2004


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.

                                       ###




</TEXT>
</DOCUMENT>
</SUBMISSION>
