SECURITIES AND EXCHANGE COMMISSION     

                              WASHINGTON, DC 20549
                               -------------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

           Date of report (Date of earliest event reported) May 8, 1995
                              --------------------

                                  MasTec, Inc.
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               (Exact Name of Registrant as Specified in Charter)

                            Delaware0-379759-1259279
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             (State or Other Jurisdiction  (Commission(IRS Employer
               of Incorporation)  File Number)Identification No.)

                   8600 N.W. 36th Street, Miami, Florida33166
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               (Address of Principal Executive Offices)(Zip Code)

        Registrant s telephone number, including area code(305) 599-1800
                              --------------------

     ----------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)












          






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     Item 4.   Change in Registrant s Certifying Accountant

     (a)  On May 8, 1995, the Board of Directors of the Registrant






     dismissed Price Waterhouse LLP as the Registrant s independent
     accountant.  Such action had been recommended to the Board of
     Directors by its Audit Committee.

          The Audit Committee of the Registrant s Board of Directors
     thereafter met to consider a replacement and has unanimously
     recommended to the Board of Directors that a bidding process to select
     new independent accountants be undertaken.  The Board of Directors has
     considered and approved this recommendation.

          None of the reports of Price Waterhouse LLP on the financial
     statements of the Registrant filed for each of the past two fiscal
     years contained an adverse opinion or a disclaimer of opinion, or were
     qualified or modified as to uncertainty, audit scope or accounting
     principles.  During the Registrant s two most recent fiscal years and
     the subsequent interim period preceding the termination of Price
     Waterhouse LLP, there was no disagreement between the Registrant and
     Price Waterhouse LLP on any matter of accounting principle or
     practice, financial statement disclosure, or auditing scope or
     procedure, which disagreement, if not resolved to the satisfaction of
     Price Waterhouse LLP, would have caused Price Waterhouse LLP to have
     made reference to the subject matter of the disagreement in connection
     with its reports, and no reportable event as defined in Item
     304(a)(I)(v) of Regulation S-K occurred.

     (b)  As required by Item 304 of Regulation S-K, Price Waterhouse LLP
     has furnished to the Registrant a letter addressed to the Securities
     and Exchange Commission stating that it agrees with the statements
     made by the Registrant herein.  A copy of such letter is attached to
     this Form 8-K as Exhibit 16.













                    


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                                   SIGNATURES


          Pursuant to the requirements of the Securities Exchange Act of
     1934, the Registrant has duly caused this report to be signed on its
     behalf by the undersigned hereunto duly authorized.


                                        MasTec, Inc.








     Date: May 12, 1995                 By:  /s/ Carlos A. Valdes
                                           ----------------------
                                        Name:  Carlos A. Valdes
                                        Title: Sr. Vice President - Finance
                                              (Principal Financial Officer)































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     EXHIBIT 16



     May 12, 1995


     Securities and Exchange Commission
     450 Fifth Street, N.W.
     Washington, D.C. 20549

     Ladies and Gentlemen:

                                  MasTec, Inc.

     We have read Item 4 of MasTec, Inc.'s Form 8-K dated May 12, 1995 and
     are in agreement with the statements contained in the first sentence
     of the first paragraph and the third paragraph of Item 4(a) therein.






     Yours very truly,



     PRICE WATERHOUSE LLP


























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