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FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
KEELEY RUPERT

(Last)(First)(Middle)
C/O VISA INC., P.O. BOX 8999

(Street)
SAN FRANCISCOCA94128-8999

(City)(State)(Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/22/2009
3. Issuer Name and Ticker or Trading Symbol
VISA INC. [V]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Glb Hd of Strategy & Corp Dev
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock 22,690 (1)
D
 
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)4. Conversion or Excercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (right to buy)  (2)03/18/2018 Employee Stock Option 114,414 $ 44 D  
Employee Stock Option (right to buy)  (3)11/05/2018 Employee Stock Option 30,280 $ 56.47 D  
Explanation of Responses:
1. Includes 6,309 shares which were granted as restricted stock pursuant to the Visa Inc. 2007 Equity Incentive Compensation Plan on November 5, 2008. The restricted stock vests in the three equal installments on each of the first three anniversaries of the date of the grant, subject to earlier vesting in full in limited circumstances specified in the award agreement.
2. The option vests in three equal annual installments. The first installment vested on March 18, 2009, and the remaining two installments vest on March 18, 2010 and March 18, 2011, subject to earlier vesting in full in limited circumstances as specified in the award agreement.
3. This option vests in three equal annual installments. The first installment vests on November 5, 2009 and the remaining two installments vest on November 5, 2010 and Noveember 5, 2011, subject to earlier vesting in full in limited circumstances as specified in the award agreement.
Jenny Kim, Attorney-in-Fact07/22/2009
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

EX-24.

rrd222903_251711.html
POWER OF ATTORNEY
(Section 16)

KNOW ALL BY THESE PRESENTS, that the undersigned hereby 
authorizes each of Joshua R. Floum, Thomas A. M'Guinness, Ariela St. 
Pierre and Jenny Kim of Visa Inc., a Delaware corporation (the 
"Company"), or any of them signing singly, to execute for and on 
behalf of the undersigned, in the undersigned's capacity as Global 
Head of Strategy and Corporate Development of the Company, Forms 3, 4 
and 5, and any amendments thereto, and cause such form(s) to be filed 
with the United States Securities and Exchange Commission pursuant to 
Section 16(a) of the Securities Act of 1934, relating to the 
undersigned's beneficial ownership of securities in the Company.  The 
undersigned hereby grants to such attorney-in-fact full power and 
authority to do and perform any and every act whatsoever requisite, 
necessary, or proper to be done in the exercise of any of the rights 
and powers herein granted, as fully to all intents and purposes as the 
undersigned might or could do if personally present, with full power 
of substitution or revocation, hereby ratifying and confirming all 
such attorney-in-fact, or such attorney-in-fact's substitute or 
substitutes, shall lawfully do or cause to be done by virtue of this 
power of attorney and the rights and powers herein granted.  The 
undersigned acknowledges that the foregoing attorney-in-fact, in 
serving in such capacity at the request of the undersigned, is not 
assuming, nor is the Company assuming, any of the undersigned's 
responsibilities to comply with Section 16 of the Securities Exchange 
Act of 1934.

This Power of Attorney shall remain in full force and effect 
until the earliest of:  (1) the undersigned is no longer required to 
file Forms 3, 4 and 5 with respect to the undersigned's holdings of, 
and transactions in, securities issued by the Company; (2) this Power 
of Attorney is revoked by the undersigned in a signed writing 
delivered to the foregoing attorney-in-fact; or (3) as to a specific 
attorney-in-fact, employment of such attorney-in-fact and the company 
is terminated. 
       IN WITNESS WHEREOF, the undersigned has caused this Power of 
Attorney to be executed as of this 17th day of June, 2009.


By:  /s/Rupert Keeley
Name:Rupert Keeley
Title:Global Head of Strategy and
  Corporate Development






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