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)     April 30, 1996


                                 MASTEC, INC.
             _______________________________________________
            (Exact Name of Registrant as Specified in Charter)
                                     
                                     
       Delaware                        0-3797                  59-1259279
 _________________________________________________________________________
  (State or Other Jurisdiction        (Commission           (IRS Employer
    of Incorporation)                File Number)      Identification No.)
                                     
                                     
   8600 N.W. 36th Street, Miami, Florida                       33166-6699
 _________________________________________________________________________
  (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)
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     










                                                                  Page 1 of 2


     Item 2.   Acquisition or Disposition of Assets

     On April 30, 1996, the Company purchased from Telefonica de Espana,
S.A. ("Telefonica") 100% of the capital stock of Sistemas e Instalaciones
de Telecomunicacion, S.A. ("Sintel"), a company engaged in
telecommunications construction services in Spain, Argentina, Chile, Peru
and Venezuela.  The purchase price for Sintel was Spanish Pesetas
("Pesetas") 4.9 billion (US$39.5 million at an exchange rate of 124 Pesetas
to one U.S. dollar).  An initial payment of Pesetas 650 million (US$5.2
million) was made at closing. An additional Pesetas 650 million (US$5.2
million) is due on December 31, 1996, with the balance of the purchase
price, Pesetas 3.6 billion (US$29.1 million), due in two equal installments
on December 31, 1997 and 1998. The purchase price was arrived at through
arms' length negotiation between the parties and was based on a number of
factors.  The Company used working capital to fund the portion of the
purchase price paid at the closing.  Reference is made to the purchase
agreement attached as Exhibit 2.1 for further information regarding the
terms of the purchase, which agreement is incorporated herein by reference.

     Item 7.   Financial Statements and Exhibits.

     (a)       It is presently impracticable to file any of the financial
statements required by this item.   The required financial statements will
be filed no later than July 15, 1996, 60 days after the date this Current
Report on Form 8-K must be filed with respect to the acquisition referenced
in item 2 of this form.

     (b)       It is presently impracticable to file any of the pro forma
financial information required by this item.   The required pro forma
financial information will be filed no later than July 15, 1996, 60 days
after the date this Current Report on Form 8-K must be filed with respect
to the acquisition referenced in item 2 of this form.

     (c)

      2.1      Agreement dated April 1, 1996 between MasTec International,
Inc. and Telefonica de Espana, S.A.


                                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 thereunto duly authorized.

Date: May 14, 1996
                                   MASTEC, INC.
                                   
                                   /s/ Edwin D. Johnson
                                   ___________________________
                                   Edwin D. Johnson
                                   Senior Vice President-
                                   Chief Financial Officer
                                   (Principal Financial Officer
                                    and Authorized Officer)

                                                                 Page 2 of 2


In Madrid, on April the first, nineteen hundred ninety-six.
                            
                            GATHERED
ON THE ONE HAND:
D.  CANDIDO VELAZQUEZ-GAZTELU RUIZ, a Spanish citizen, being of age,  civil
status  married,  with professional domicile in Madrid at "Calle"  (Street)
Gran Via 28 and with Spanish I.D. Card "DIN" 31,429,370.

ON THE OTHER HAND:

D.  JORGE  MAS CANOSA, a U.S. citizen, being of age, civil status  married,
with  professional domicile at 8600 N.W. 36th Street, Miami, Florida 33166,
United States of North America, and bearer of Passport No. 043070630.

                      INTERVENING PARTIES
1)  D.  CANDIDO VELAZQUEZ-GAZTELU, in his capacity as President, on  behalf
and   in   representation  of  TELEFONICA  DE  ESPANA,  S.A.   (hereinafter
"TELEFONICA"), a company domiciled in Madrid at "Calle" (Street)  Gran  Via
28, registered with "CIF" No. A-28,015,865.

2)  AND D. JORGE MAS CANOSA, in his capacity as President, on behalf and in
representation  of  "MASTEC INTERNATIONAL INC." (hereinafter  'MASTEC"),  a
company  legally  organized and existing under the laws  of  the  State  of
Delaware, U.S., domiciled in Miami at 8600 N.W. 36th Street, Miami FL 33166-
6699.
The  parties reciprocally acknowledge themselves in the understanding  that
they intervene with sufficient authority for this Contract, and

                     THEY STATE AS FOLLOWS:
     1.    That  TELEFONICA is fully owns, free from any and  all  burdens,
     encumbrances, restrictions or third party rights, 6,100,000 registered
     shares,  with  a  face  value  of 1,000  pesetas  each,  consecutively
     numbered  1  through  6,100,000,  both  inclusive,  representing   the
     totality  of  the  subscribed  and  paid-up  capital  of  SISTEMAS   E
     INSTALACIONES  DE  TELECOMUNICACION, S.A.  (hereinafter  "SINTEL"),  a
     company  domiciled at "calle (Street) Arte No. 21,  Madrid,  which  is
     organized  for an indefinite period under the name "LIENA,  S.A.,"  by
     means of a public Deed authorized by Madrid's Notary D. Jose Luis Diez
     Pastor,  on  February 8, 1950, recorded in the Mercantile Register  of
     Madrid, on Volume 5,848, General 4,908, Folio 171, Section 3rd,  Sheet
     No. 1,941, with "CIF" No. A-28-048502.

           OWNERSHIP:  Ownership  is  grounded  on  the  several  Deeds  of
     subscription and disbursement, which shall be itemized on the Document
     of Sale and Purchase.

     II.   That SINTEL is the parent company of a group of shared companies
     which are itemized in the Statement of Annual Consolidated Accounts of
     Group SINTEL corresponding to the accounting period closed on December
     31, 1995, which is attached as Annex No. 1.

     III.  That  neither  SINTEL  nor  its  group  has  issued  obligations
     convertible  into  shares, and it does not owe  any  other  securities
     which  would  give  a right to their subscription or  acquisition,  or
     authorized capital.

     
     
                                                                 Page 1 of 9

     IV.   That  TELEFONICA,  in order to ensure the  future  viability  of
     SINTEL,  has  undertaken  to achieve, before  the  execution  of  this
     document,  certain operations consisting of expanding capital  in  the
     amount of 3,000,000,000 pesetas; to reimburse the fiscal credit in the
     amount of 581,155,120 pesetas, and to acquire real estate property not
     adjoin  to  company operation in the amount 1,500,000,000 pesetas,  as
     per itemization of Annex No. 5.

     V.    That MASTEC, one of the largest multinational companies  in  the
     area of construction for the telecommunications industry, has conveyed
     to TELEFONICA its interest in acquiring the shares which represent the
     company  capital  of  SINTEL, in order to increase  and  continue  the
     activity of same, thus extending the presence of MASTEC in the Spanish
     and  Latin American markets, in the latter case, through the affiliate
     companies which are mentioned in Exhibit II.
                     THEY AGREE AS FOLLOWS:
FIRST.- BILATERAL PLEDGE FOR THE PURCHASE AND SALE OF SHARES, MUTUALLY MADE
AND ACCEPTED
TELEFONICA promises to sell the shares, and, in turn, the rights to SINTEL,
of  which  the  former is the full owner, free from any  and  all  burdens,
encumbrances and third party rights, which are referenced in Exhibit  I  of
this  Contract, to MASTEC, which promises to purchase them under the  terms
and  conditions  which shall be stated. TELEFONICA and MASTEC  reciprocally
accept their respective promises.
TELEFONICA promises to sell the trademarks and other distinctive  signs  of
industrial property of SINTEL to SINTEL, which promises to purchase them in
the  amount of one peseta, if any of the trademarks or other registers with
the  name of SINTEL were the property of TELEFONICA. TELEFONICA and  MASTEC
reciprocally accept their respective promises.

SECOND. TERMS AND CONDITIONS OF THE PROMISED PURCHASE AND SALE
     2.1 Legalization: the promised purchase and sale shall be legalized by
     a  Public  Deed,  which  shall be authorized  on  April  30,  1996,  a
     legalization which shall be conditioned to compliance with  suspending
     conditions, which shall be stated.

     2.2  Price: Share price, and, in turn, the rights for SINTEL shall  be
     4,900,000,000  pesetas,  provided that the company  capital  shall  be
     represented  by  6,100,000 registered shares, at  the  rate  of  1,000
     pesetas per share.

     2.3  Payment:  Payment  shall be made by  making  a  down  payment  of
     650,000,000  pesetas on the day in which legalization of the  Deed  of
     Purchase  and  Sale  is  made, with the balance  to  be  paid  in  the
     following periods and amounts:
                    2.3.1          650,000,000 pesetas on December 31, 996.
               This amount shall not carry any interests.
                     2.3.2           1,800,000,000 pesetas on December  31,
               1997,  and an additional amount of 1,800,000,000 on December
               31,  1998. These two deferred amounts shall carry an  annual
               interest.  The  interest that shall  be  set  shall  be  the
               resultant  of  adding a differential of  0.50%  to  "MIDOR,"
               calculated as follows:

           
           
           
           
                                                                 Page 2 of 9

           The  mean  of  the  exchange  rates  offered  by  the  financial
     institutions Banco Bilbao Vizcaya, Banco Exterior de Espana y Caja  de
     Ahorros   y   Pensiones  de  Barcelona  "La  Caixa,"  in  the   Madrid
     Interbanking  Market, at 11:00 hours of April 29, 1996,  for  deposits
     with a one- year term.

           If  necessary, the resulting amount shall be rounded off to  the
     next higher multiple of 1/16 per cent of a whole number.

           In  case that the entities in reference fail to offer,  for  any
     reason,  an  exchange rate during a one-year period, the mean  of  the
     exchange rate published by Banco de Espana would be taken, as referred
     to the same corresponding date and deposit period.

It  shall be possible to pay off this indebtedness, or the deferred portion
of  the price ahead of time, at the discretion of MASTEC, at any time, with
a  fifteen-day  notification, with interests earned up to then  being  paid
jointly with the principal.

All  payments shall be made by means of deposits or transfers made  to  the
bank account of TELEFONICA, of which shall be notified with sufficient time
in advance.

Non-performance by MASTEC in respect of its obligations to pay as contained
in  the  preceding  clauses shall enable TELEFONICA call in  all  remaining
balances, with MASTEC being obligated to pay the entire balance as of  that
time.

     2.4   Suspending  conditions: the validity of the promissory  purchase
     and   sale  shall  be  subjected  to  compliance  with  the  following
     conditions, which shall be met before April 30, 1996:

     2.4.1     Main Agreement and/or Contracts for Works or Service:

           TELEFONICA  obligates itself to contract during  the  three-year
     period  commencing on January 1, 1996, and ending on January 1,  1999,
     it  shall contract, either for itself or for its Spanish Group,  works
     or services from SINTEL in amount no less than 75,000,000 pesetas, not
     including "IVA," abiding by legal procedures, provided that SINTEL has
     offered market prices, terms and conditions.  To that end, the parties
     shall  initiate the process to prepare a document which shall  contain
     the  mutually  accepted  terms and conditions, with  penalties  and/or
     compensations  being  established in case  that  the  amounts  of  the
     contracts for works or services fall below, or go beyond said amount.

     2.4.2     Third-party financing:
          Third-party financing of SINTEL, including present financing with
     TELEFONICA  and its affiliate TELFISA, shall be refinanced  under  the
     best  conditions, and TELEFONICA shall carry out the negotiations with
     the banks it deems the most suitable.
            Until   the   refinancing  agreement  is  reached,  present-day
     indebtedness  of  SINTEL  with TELFISA  shall  be  extended,  and,  if
     necessary,  an  intermediate financing would be granted  in  order  to
     amortize ahead of time the indebtedness with other Banks due  to  this
     operation.

     
     
                                                                 Page 3 of 9

     2.4.3     Audit:
           TELEFONICA shall facilitate a full legal purchase and sale audit
     by  MASTEC  and  its  external consultants  and  representatives.  The
     contents and scope of this audit shall extend to the aspects which are
     itemized  in Annex No. 2. The result of same shall be required  to  be
     satisfactory, that is to say, the audit shall be performed without the
     inclusion  of facts or circumstances which are not known today,  which
     may have occurred prior to the purchase and sale, which may materially
     SINTEL  or  its business. This audit shall be completed on  or  before
     April 30, 1996.

     2.5  Expenditures:
           Each party shall pay its own expenditures, except notarial fees,
     which shall be pay in equal parts by each party.

     2.6  Foreign investments:
          MASTEC obligates itself to submit the verification request (MC-5)
     before  the National Directorate of International Economy and  Foreign
     Transactions ("DGTE") on the same day that this Contract is  executed,
     or  the  working  day  immediately following. Likewise,  it  obligates
     itself  to  submit to "DGTE" any other documentation that  the  latter
     might reasonably request.
     
     2.7  Permits, authorizations and consent:
           TELEFONICA  and  SINTEL shall process and  obtain  all  permits,
     authorizations  and/or consents and shall make all  the  registrations
     and notifications that may be necessary, in conformity with any legal,
     administrative or contractual provision which may apply  in  order  to
     execute  the promised purchase and sale. In those cases in  which  the
     processing of permits, authorizations or consents shall be carried out
     by  MASTEC directly, TELEFONICA and SINTEL, at the request of  MASTEC,
     shall actively cooperate and facilitate processing of same.

     2.8  Non-performance:
           If  any condition were not met during the indicated period,  the
     promise  herein  contracted  for shall be extinguished  and  resolved,
     except  when  the  parties agree, before the expiration  date,  on  an
     extension,  which  shall  not  exceed 30 days.  The  parties  obligate
     themselves to negotiate said extension in good faith if necessary.

           The  resolution  and  extinction of  this  promise  due  to  the
     expiration of dateline, or, if such is the case, of the extension,  or
     due  to  non-performance with any condition, shall not be grounds  for
     compensation  to  any  of the parties, except when  it  has  not  been
     possible to meet said condition within the period or the extension due
     to the sole discretion (or negligence) of either party.

THIRD.- CESSION
MASTEC  shall be able to transfer this promise of purchase and  sale  to  a
third  party, after due, written consent by TELEFONICA, which consent shall
not be unduly withheld.







                                                                 Page 4 of 9

FOURTH.- BASIS FOR THE PROMISE OF PURCHASE AND SALE AND OF THE PURCHASE AND
SALE ITSELF
MASTEC  promises to purchase and shall purchase the SINTEL shares, trusting
that  the  statements by TELEFONICA, which are contained in  the  Bases  of
Purchase  which  are included in this Contract as Annex  No.  3,  are  both
correct and true today and shall continue to be so on April 30, 1996,  such
that  any  omission or inaccuracy of same, which are harmful, or  could  be
armful  to  SINTEL  or to MASTEC, shall be compensated for  by  TELEFONICA,
under the terms which shall be stated in the following Agreement.

AGREEMENT. OBLIGATIONS OF UN-ENCUMBRANCE AND COMPENSATION OF TELEFONICA  IN
THE PROMISED PURCHASE AND SALE

     5.1   TELEFONICA shall take up the task of disencumbering by  eviction
     in  relation to the shares, and, if applicable, the rights  of  SINTEL
     which are sold to MASTEC.

     5.2    TELEFONICA  shall  undertake  the  compensations  or  acts   of
     disencumbering  which might derive from the omissions or  inaccuracies
     of  the  Purchase  Bases. Any compensation, act of  disencumbering  to
     which  TELEFONICA may be obligated, shall be paid without  withholding
     the Company Tax, expenditures or any other concept.

                     ((1))           If omissions or inaccuracies  were  to
               pointed  out under the circumstances which are mentioned  in
               the  Bases  of Purchase or its Annexes, which cause  company
               damages to SINTEL (SINTEL means SINTEL and all companies  or
               entities of its Consolidated Group), MASTEC shall be able to
               compensate  itself  from  the amount  corresponding  to  the
               deferred  amounts, if said amounts were still due, or  would
               collect  from  TELEFONICA, in so far  as  exceeding  pending
               amounts.  To these purposes, MASTEC shall claim compensation
               when individual or total damages have exceeded the amount of
               150,000,000  pesetas,  as a minimum, with  TELEFONICA  being
               obligated to pay it in full without discount or exemption.

                     To  these  effects, the adjustment to be made  to  the
          Purchase Bases in SINTERLAR during 1966 in an amount of 1,000,000
          Argentinean  pesos  shall  not  be  considered  as  omissions  or
          inaccuracies. This adjustment is known to MASTEC.

                     The  Buyer shall be able to compensate himself of  the
          amounts  resulting from the inaccuracies in SINTEL's  Income  Tax
          Statement, whether open or subject to inspection, in  so  far  as
          they  remain unpaid, and those submitted during 1996, except when
          the  corresponding tax statements to said taxes have  been  filed
          before April 30, 1996 and to the extent that such statements were
          incorrect for causes solely attributable to MASTEC. The limit  of
          150,000,000 pesetas is not applicable to the fiscal contingencies
          which shall be collectible whatever their total amount may be.
                    In the case of indebtedness, liabilities or obligations
          of  any  kind,  which have not been accounted for or  taken  into
          consideration  in  the Annual Accounting,  these  shall  only  be
          deemed  to  cause a company damage to SINTEL to the  extent  that
          they  must  be satisfied by SINTEL (or a company in  its  group),
          once  all  resources administrative and jurisdictional have  been
          exhausted  which implicate the Company to which the indebtedness,
          
                                                                 Page 5 of 9

          the  liabilities or the obligation. Such procedures shall, in all
          cases,  directed by TELEFONICA and its legal representatives.  To
          these effects, MASTEC shall provide the TELEFONICA representative
          all  the  information that may be necessary for  the  defense  of
          SINTEL.  If SINTEL had to pay or to make an endorsement ahead  of
          time  for  indebtedness, liabilities or obligations of any  kind,
          which  are not accounted for or taken into consideration  in  the
          Statement, TELEFONICA shall reimburse the payment immediately  or
          make  the endorsement at its expense and until such time as  such
          are definitive.

          (2))      All amounts which turn out to be payable to MASTEC,  in
          conformity  with the provisions in these paragraphs 5.1  and  5.2
          shall be compensated automatically against the deferred price  on
          the  concurrent  party or shall be reimbursed by  TELEFONICA,  if
          they   were  to  exceed  the  deferred  portion  of  the   amount
          outstanding.

          ((3))           As  of  December 31, 1998, MASTEC shall  only  be
          entitled to compensate itself for its obligations, liabilities or
          indebtedness  of a fiscal nature or for those which  result  from
          procedures  or  claims then current or any  kind,  deriving  from
          deeds occurred before the date of the purchase and sale.

          ((4))          The responsibility of TELEFONICA shall be in force
          until  the  fiscal  years and open statements of  inspection,  or
          current claims so demand.

SIXTH. ADMINISTRATION OF SINTEL UNTIL THE PURCHASE AND SALE IS COMPLETED
TELEFONICA  obligates  itself, as the sole shareholder  of  SINTEL,  to  an
administration limited to the ordinary course of business of  SINTEL  until
April 30, 1996.
SEVENTH. CONFIDENTIALITY
The  parties  obligate themselves to maintain the terms and  conditions  of
this Agreement confidential, not disclosing them for any reason, except  by
previous,  written agreement of the other party, unless  required  to  such
disclosure by competent authority.

MASTEC  obligates itself, as well as on behalf of its external consultants,
to  maintain absolute confidentiality of the information, documentation and
all  other  aspects  of SINTEL, which it may learn  as  a  result  of  this
operation  of  purchase  and  sale,  unless  such  information  is   public
knowledge.















                                                                 Page 6 of 9

EIGHTH. NOTIFICATIONS
     8.1  Form and place for notifications
           Al notifications and communications which take place between the
     parties,  for  the effects deriving from this Contract,  shall  be  in
     writing,  and  shall  be  sent  by  certified  mail,  return   receipt
     requested, to the following addresses:

          TO MASTEC:
          MASTEC INTERNATIONAL INC.
          8600 N.W. 36th Street
          Miami Florida 33166
          USA
          att: Mr. Jorge Mas, President
               cc:  Mr. Jose M. Sariego
                    Tel. (305) 599-2314
                    FAX  (305) 599-1170

               cc:  GOMEZ-ACEBO & POMBO
          Paseo La Castellana
          28046 - MADRID
               Att: Mr. Francisco A. Pena
                    Mr. Jose Enrique Francisco de la Mata
                    Tel. 582-9100
                    FAX  345-3679
          FOR TELEFONICA:
          TELEFONICA DE ESPANA, S.A.
          Paseo de la Castellana, 9 y 11 - planta 3
          28046 - MADRID
               att:      Mr. Francisco Garcia Aguilera
          tel. 91-516-3203/FAX 91-516-3264
     8.2  Modification
           The  parties  shall be able to change their addresses,  advising
     each  other  in  writing  in  the manner and  to  the  above-indicated
     addresses.

NINTH. CONTRACT MODIFICATION
This  Contract  is  the  agreement reached between the  parties  and  shall
prevail  over any other previous agreement or understanding. It shall  only
be  modified by a later, duly signed written agreement, signed by the legal
representatives of the parties.

TENTH. PARTICIPATION OF MASTEC IN TELEFONICA PROJECTS
TELEFONICA  shall  exert  its  best efforts  in  order  to  provide  MASTEC
directly,  or  through  SINTEL or some other of  the  shared  companies  or
related to any of them, the opportunity to participate in the execution  of
works  or  in  providing services for projects in the areas of  regular  or
cellular  telephony, cable television, data transmission or other satellite
communications media, microwave or another type, developed by telephony  or
in which the latter participates as a lead or co-leader in Spain or abroad.









                                                                 Page 7 of 9


ELEVENTH. NO-COMPETITION AGREEMENT
During a 5 year period, counting from the date of legalization of the  Deed
of  Purchase  and Sale, TELEFONICA is obligated not to compete with  SINTEL
and the companies of which SINTEL is a shareholder, directly or indirectly,
through  associated personas or companies, whether affiliates, subsidiaries
or  otherwise,  in  any  of the areas which are part  of  the  present  day
business  of  SINTEL and of the companies of which SINTEL is a shareholder.
This  prohibition  shall not apply to the works being  executed  by  "GRUPO
TELEFONICA  SISTEMAS"  or  any  other  affiliate  of  TELEFONICA  which  is
operating  today,  provided  that  these  do  not  increase  their  current
activities.
TWELFTH. PROHIBITION TO SELL
MASTEC  shall not sell the SINTEL shares before December 31, 1998,  without
the consent of TELEFONICA. Likewise, MASTEC obligates itself to continue to
carry  out  the activity of SINTEL, utilizing the means which necessary  or
desirable  for  that purpose, not being able, therefore, to carry  out  any
businesses which run counter to the operation.

In case of non-performance, of any of the preceding commitments, TELEFONICA
shall  be  able to declare as elapsed the period established in the  Second
Pact 2.3 for payment of the price, with MASTEC then being obligated to pay,
within the 10 days following the request to pay, the amount outstanding  at
that  time,  plus  a late penalty fee of 10%. Likewise,  in  such  a  case,
TELEFONICA  shall  be able to cancel of its own right the agreement  and/or
the contracts for works or services pending referred to in Agreement 2.4.1,
with  the  understanding that the referenced obligation has been  canceled.
TELEFONICA, before effecting such statements in relation to the  period  of
the  agreement, shall notify MASTEC in writing, granting the latter 30 days
in which to correct or to remedy non-performance with this prohibition.
The  prohibition to the sale of stock shall not apply to the sale of SINTEL
shares  in  an organized securities market or other company groups  due  to
alliances  or  synergies provided that same are not direct  competitors  of
TELEFONICA  as  providers  of  final services,  carriers  and  value  added
telecommunications services.
The  exercise  of  this  exception to the prohibition  in  reference  shall
require MASTEC to notify TELEFONICA of the operation with at least 20  days
in advance before its execution.

THIRTEENTH. TWELFTH COLLECTIVE BARGAINING AGREEMENT
MASTEC  assumes as its own the agreement submitted by the SINTEL  Board  of
Directors  to the labor union for the negotiation of the Twelfth Collective
Bargaining Agreement, which is attached a Annex No. 4.

FOURTEENTH. ARBITRATION
Any  disputation which might arise in relation to the period  of  validity,
effects, interpretation or execution of this Contract and the Purchase  and
sale  Contract shall be resolved by Legal Arbitration, which take place  in
Madrid, in conformity with the Law of Arbitration of December 5, 1988.

The  decision  shall  be rendered by three Arbiters,  one  of  them  to  be
appointed by the Seller, one by the Buyer, and the third Arbiter  shall  be
appointed  by common agreement between the Arbiters named by both  parties.
In  case  that  no agreement is reached for the appointment  of  the  third
Arbiter during a maximum period of 30 days, from the date of acceptance  of
their appointments by the parties, the third arbiter shall be named by  the
Dean, or substitute, of the Madrid College of Attorneys.

                                                                 Page 8 of 9


The parties, with express waiving of the jurisdiction that might correspond
to  them,  obligate themselves to accepting the decision  rendered  by  the
arbiters,  who shall have a maximum period of two months to  issue  such  a
decision, counting from the date when they accept their positions.

And, as proof of their conformity, they sign in two copies at the place and
date written at the header.

This  Contract and their Annexes have been initialed in all their pages  by
Mr.  Rafael  Garcia Diez de la Lastra, on behalf of TELEFONICA and  by  Mr.
Francisco  A.  Pena  Gonzalez by MASTEC, with the Presidents  signing  this
sheet only.

                                        /s/ Candido Velazquez-Gaztelu Ruiz
                                        -----------------------------------
                                        TELEFONICA

                                        /s/ Jorge Mas Canosa
                                        -----------------------------------
                                        MASTEC INTERNATIONAL INC





































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