The San Francisco-based credit card processor expects to see high demand for its stock, despite the housing-led credit squeeze that is threatening consumers' spending and their ability to keep up with debt payments.

But Visa, like its public rival MasterCard Inc., is a card processor, not a lender, and has a strong presence in other countries where many people are just starting to use plastic instead of cash. And Visa is the largest U.S. card company by market share — its transactions, in number and dollar amount, in 2006 outpaced those at MasterCard and American Express Co.

Visa said in a Securities and Exchange Commission filing it will offer 406 million shares at $37 to $42 per share. There will be an option for underwriters to buy an extra 40.6 million shares to cover any excess demand.

The Visa IPO, even if it prices at the low end of the estimated range, would surpass the $10.6 billion AT&T Wireless raised in 2000 when it went public. And if demand is strong enough, it could be almost as big as the two largest past deals combined — AT&T's offering and Kraft Foods' $8.7 billion offer in 2001.

Visa would follow MasterCard from being a privately held interest to a publicly traded company. MasterCard raised $2.39 billion in its IPO nearly two years ago.

At a midpoint price, Visa could raise about $15.6 billion, or more than $17 billion if underwriters exercise their option to buy the entire lot of 40.6 million shares. Even at the low-end price of $37 a share, Visa would raise about $15 billion.

Shares of MasterCard have risen fivefold since going public and are now trading at more than $203 each. But Visa's offer comes at a time of ebbing appetite for new shares. MasterCard shares have fallen more than 5.5 percent since the beginning of the month.

Visa made its initial IPO filing in June with the SEC. The shares will be listed with the New York Stock Exchange under the ticker V.

Visa will be the last of the major U.S. card companies to go public. Discover Financial Services LLC became publicly traded last July, and since then has seen its shares tumble. But Discover, like American Express, is a true card lender. The responsibility for Visa and MasterCard cardholders' debt, in contrast, is held by the banks that issue them.

For their most recent quarters, MasterCard posted a huge increase in profit while AmEx reported a 10 percent drop in earnings and Discover posted a loss.

A successful Visa IPO would be a boon for member banks including Citigroup Inc., Bank of America Corp. and JPMorgan Chase & Co., which have suffered big credit losses and are gearing up for more as consumer credit deteriorates.

More than $10 billion of the IPO's proceeds will go to the member banks. The rest will go toward Visa's legal costs and general corporate purposes.

Visa boasts the world's biggest retail electronic payments network. According to its filing, as of Sept. 30, banks and other customers said they had issued 1.5 billion Visa cards — which since 2006 have been advertised through the slogan, "Life Takes Visa."

The latest Nilson Report on card companies said that in 2006, Visa had 44 percent of the U.S. market share in cards and 48 percent of the U.S. market share in debit cards.

Visa said it intends to pay shareholders an annual dividend of 42 cents a share.