January 17, 2006

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. 2 to
	Registration Statement on Form S-1
	Filed on January 10, 2006
	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.

General

1. We encourage you to include a recent developments section
discussing your 2005 results if such information is available or
has
been publicly announced. Please also update other information in
the
registration statement to December 31st. For example, in the
Security
Ownership section.

Prospectus Summary - Recent Developments, page 3

2. Please disclose the number of shares issued to be issued to
DSSI,
or explain how this number will be determined.  If you request
acceleration after the transaction closes, please update share
information throughout the filing to include those shares. For
example, in the Security Ownership section.

3. We note that on December 31, 2005, the executive committee of
your
board of directors voted to sell substantially all of your state
Department of Transportation related projects and assets.  Please
expand your disclosures to provide the following additional
information.
* Provide pro forma financial information in the form and content
required by Rule 11-02(b) of Regulation S-X.  Refer to Rule 11-
01(4)
of Regulation S-X.  In this regard, we remind you that since you
will
account for this disposition as discontinued operations, you
should
provide pro forma statements of operations for the three years
ended
December 31, 2004 and the nine months ended September 30, 2005.
Refer to Rule 11-02(c)(ii) of Regulation S-X.
* Expand your disclosures to identify the carrying value of the
assets related to these projects.
* Based on the information you have to date, discuss whether you
believe you will need to record an impairment loss related to
these
assets.  Expand your disclosures to clarify whether you have had
any
discussions with potential buyers and, if so, whether preliminary
purchase prices have been established.

4. Please disclose when you expect to sell the State Department of
Transportation assets.

Risk Factors, page 7

5. Please add a risk factor regarding the dilution to new
investors.

Exhibit A to Response Letter Filed January 10, 2005

6. We note that Exhibit A includes Tandy language for Exchange Act
filings. Please file a letter using the Securities Act Tandy
language
set forth at the end of this letter.

Recent Sales of Unregistered Securities, page II-3

7. As you now have a contract for the sale of shares to DSSI in
exchange for its assets, please provide the information required
by
Item 701 of Regulation S-K, including the exemption from
registration
that you are relying upon and the facts necessary to support the
exemption.

	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.
January 17, 2006
Page 1



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

         DIVISION OF
CORPORATION FINANCE