Item 8.01 Other Events.

On July 16, 2009, Visa Inc. (the "Company") issued a press release announcing that it had deposited $700 million into the litigation escrow account previously established under the Company's retrospective responsibility plan (the "Plan"). Under the Plan, the $700 million deposit has the effect of a repurchase by the Company of 11,578,878 shares of Class A common stock at approximately $60.45 per share, on an as-converted basis, by reducing the as-converted Class B common stock share count from 154,566,658 to 142,987,780. The deposit and price per share calculations were conducted in accordance with the Company's certificate of incorporation using the volume-weighted average price over the 11-day pricing period from June 30, 2009 through July 15, 2009. As a result of the deposit, the conversion rate applicable to the Company's Class B common stock has decreased from 0.6296 to 0.5824.

A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release issued by Visa Inc., dated July 16, 2009

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