December 29, 2005

Alberto de Cardenas
Executive Vice President and General Counsel
MasTec, Inc.
800 Douglas Road, 12th Floor
Coral Gables, Florida 33134

Re:	MasTec, Inc.
	Amendment No. 1 to
	Registration Statement on Form S-1
	Filed on December 20, 2005
	File No. 333-129790

Dear Mr. de Cardenas:

      We have reviewed the registration statement as amended in
response to our comments, and have the following additional
comments.
We welcome any questions you may have about our comments or on any
other aspect of our review.  Feel free to call us at the telephone
numbers listed at the end of this letter.

Compensation of Directors, page 66

1. Please discuss the new Deferred Fee Plan for the benefit of the
company`s board of directors that is reported in your 8-K dated
December 19, 2005.

Underwriters, page 75

2. As requested in our prior letter, please identify any members
of
the underwriting syndicate that will engage in any electronic
offer,
sale, or distribution of the shares and describe their procedures
to
us supplementally, or confirm that the Division`s Office of Chief
Counsel has reviewed and approved these procedures.  If you become
aware of any additional members of the underwriting syndicate that
may
engage in electronic offers, sales, or distributions after you
respond
to this comment, promptly supplement your response to identify
those
members and provide us with a description of their procedures.


	As appropriate, please amend your filing in response to these
comments.  You may wish
to provide us with marked copies of the amendment to expedite our
review.  Please furnish a cover letter with your amendment that
keys
your responses to our comments and provides any requested
information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have
made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.


You may contact Brigitte Lippmann at (202) 551-3713 or me at (202)
551-3760 if you have any questions.

Sincerely,



Pamela A. Long
Assistant Director

cc:	Paul Berkowitz, Esq.
	Greenberg Traurig, P.A.
	1221 Brickell Avenue
	Miami, Florida 33131


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Alberto de Cardenas
MasTec, Inc.
December 29, 2005
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE