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): May 7, 2003


                             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)

ITEM 9. REGULATION FD DISCLOSURE.

      Set forth below are tables that provide information regarding the
performance results for the three months ended March 31, 2003 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, 2002
and 2001, in each case restated to present the information on the same basis as
the information in the tables for the three months ended March 31, 2003.

      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.



                                                             FOR THE 3 MONTHS ENDED MARCH 31, 2003
                                                             -------------------------------------
                                               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)
                                                                                           
South Asia / Middle
  East Africa              $     2.3    16.3%  $     1.6   19.0%       36.6   $      .7    10.5%         6.9        7.0        8.1
Asia / Pacific                  54.2    -6.8%       31.0   -1.4%      337.2        23.2   -13.2%        47.6      103.7      114.3
Europe                          66.0    10.6%       50.6   13.0%      792.8        15.4     3.5%       157.3       78.5       88.2
Latin America                    8.1    29.4%        5.0   21.6%      154.3         3.2    43.8%        34.4       35.2       44.5
Canada                           8.3    17.0%        6.9   20.2%      114.8         1.4     3.4%         4.1       19.1       25.0
United States                  146.7    10.3%      108.9   13.6%    1,533.4        37.8     1.7%       149.9      252.0      315.2
Worldwide                      285.7     7.3%      204.0   11.3%    2,969.3        81.7    -1.5%       400.1      495.6      595.4

CREDIT PROGRAMS
United States                  117.2    10.4%       90.4   12.3%    1,090.2        26.8     4.3%        20.7      208.4      264.7
Worldwide                      235.0     6.6%      174.5   10.6%    2,292.5        60.5    -3.3%       156.0      429.0      516.8

OFF-LINE DEBIT PROGRAMS
United States                   29.4    10.1%       18.4   20.6%      443.2        11.0    -4.0%       129.2       43.7       50.5
Worldwide                       50.7    10.6%       29.5   15.9%      676.8        21.2     3.9%       244.1       66.5       78.6




                                                             FOR THE YEAR ENDED DECEMBER 31, 2001
                                                             ------------------------------------
                                               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)
                                                                                           
South Asia / Middle
  East Africa                $    7.3   20.7% $    5.1     21.2%      125.0    $    2.2    19.4%       22.7        5.6        6.4
Asia / Pacific                  198.9   18.1%    112.5      8.6%    1,106.6        86.5    33.2%      194.8       92.5      101.4
Europe                          201.7   10.7%    153.6      9.6%    2,716.6        48.2    14.5%      604.9       69.8       78.1
Latin America                    31.9   26.3%     23.3     14.2%      537.6         8.5    78.0%       96.9       33.2       39.9
Canada                           27.7   15.3%     22.9     14.8%      406.1         4.7    17.9%       16.0       15.3       20.4
United States                   518.4   20.0%    382.9     16.8%    5,385.7       135.5    30.1%      518.1      220.6      275.5
Worldwide                       985.9   17.6%    700.3     13.6%   10,277.5       285.6    28.8%    1,453.3      437.0      521.6

CREDIT PROGRAMS
United States                   421.3   16.9%    324.7     15.4%    4,002.1        96.6    22.4%       92.6      184.6      232.4
Worldwide                       826.4   15.8%    609.3     12.7%    8,102.2       217.1    25.4%      615.6      379.6      454.0

OFF-LINE DEBIT PROGRAMS
United States                    97.1   35.2%     58.2     25.0%    1,383.6        38.9    54.2%      425.4       36.0       43.1
Worldwide                       159.5   28.3%     91.0     20.4%    2,175.3        68.5    40.8%      837.7       57.3       67.6




                                                             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)
                                                                                           
South Asia / Middle
  East Africa              $     8.0    23.0%  $    5.6    23.5%      141.2    $    2.4   21.8%        26.1        6.7        7.8
Asia / Pacific                 223.2    10.6%     121.3     6.9%    1,305.1       101.9   15.5%       213.0      102.0      112.7
Europe                         241.4    14.5%     183.3    14.6%    3,112.6        58.1   14.1%       669.7       77.2       86.9
Latin America                   33.4    26.3%      21.7    17.0%      600.3        11.7   48.0%       123.8       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%     443.6    15.8%    6,245.7       158.5   17.0%       637.4      251.5      315.9
Worldwide                     1140.3    15.0%     802.2    14.3%   11,878.3       338.2   16.9%     1,686.8      491.1      591.9

CREDIT PROGRAMS
United States                  485.9    15.3%     374.1    15.2%    4,570.3       111.8   15.7%        93.1      210.0      267.5
Worldwide                      945.9    14.1%     692.2    13.6%    9,278.0       253.7   15.5%       674.3      426.9      515.8

OFF-LINE DEBIT PROGRAMS
United States                  116.3    19.8%      69.5    19.5%    1,675.3        46.7   20.3%       544.3       41.5       48.4
Worldwide                      194.4    19.6%     109.9    18.4%    2,600.3        84.5   21.2%     1,012.5       64.2       76.2


      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 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 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 for the
years ended December 31, 2002 and 2001 has been restated to conform to the
presentation of information in the tables for the three months ended March 31,
2003 and to reflect revisions to certain historical statistical information
provided by MasterCard's members subsequent to the previous release of this
information by MasterCard. These revisions do not have a material impact on
MasterCard's reported financial results for the relevant periods.

      Maestro(R) and Cirrus(R) on-line debit transactions, Mondex(R)
transactions and other branded transactions are not included in the preceding
tables. Based on information provided by MasterCard members and other sources,
we estimate that, at December 31, 2002 and 2001, the Maestro brand mark
appeared on approximately 458 million and 413 million cards worldwide,
respectively. The preceding figures reflect revisions to the number of cards
bearing the Maestro brand mark previously reported by MasterCard in its SEC
filings, in order to reclassify certain on-line debit cards that do not  have
point-of-sale debit functionality.

                                   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: May 7, 2003                         By /s/ NOAH J. HANFT
                                             ----------------------------------
                                             Noah J. Hanft
                                             General Counsel and Secretary