June 3, 2005

Mr. Austin Shanfelter
Chairman, Benefits Committee
MasTec, Inc.
800 S. Douglas Road
12th Floor
Coral Gables, FL  33134

RE:  	Form 8-K Item 4.01 filed June 2, 2005
	File # 1-08106

Dear Mr. Shanfelter:

We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision
is
unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filing.
We look forward to working with you in these respects.  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
number
listed at the end of this letter.

1. You currently disclose that there were no disagreements with
your former accountants during the fiscal year ended December
31,
2003.  Please amend your filing to cover the interim period from
the date of the last audited financial statements, December 31,
2003, to May 12, 2005, the date of resignation.  See Item
304(a)(1)(IV) of Regulation S-K.

2. To the extent that you make changes to the Form 8-K to comply
with our comments, please obtain and file an updated Exhibit 16
letter from the former accountants stating whether the
accountant
agrees with the statements made in your revised Form 8-K.

*****

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.  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.

In connection with responding to our comments, please provide,
in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of
the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose
the
Commission from taking any action with respect to the filing;
and
* the company may not assert staff comments 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 our review of your filing or in
response
to our comments on your filing.

Please file your supplemental response via EDGAR in response to
these comments within 5 business days of the date of this
letter.
Please note that if you require longer than 5 business days to
respond, you should contact the staff immediately to request
additional time.  You may wish to provide us with marked copies
of
each amended filing to expedite our review.  Direct any
questions
regarding the above to the undersigned at (202) 551-3866.


Sincerely,




Jeffrey Gordon
Staff Accountant
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Mr. Shanfelter
June 3, 2005
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE