SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 14 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


          Date of report (Date of earliest event reported) May 21, 1997


                                  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.)


                3155 N.W. 77th Avenue, Miami, Florida 33122-1205
    ------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


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


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






                                     


         Item 5.  Other Events

         On May 21, 1997, MasTec, Inc. (the "Company") announced an agreement to
purchase  a  controlling  interest  in  the  telecommunications   infrastructure
construction  business  of Inepar,  S.A.  Industria e  Construcoes,  a Brazilian
company.  The Company has issued a press release announcing the purchase, a copy
of which is attached as exhibit 99.1 and is incorporated herein by reference.


         Item 7.  Financial Statements and Exhibits.

         (c)

         99.1                       Press release dated May 21, 1997.


                                   SIGNATURES

         Pursuant to the requirement 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 28, 1997                          /s/ Edwin D. Johnson
- ---------------------------
                                            Edwin D. Johnson
                                            Senior Vice President-
                                            Chief Financial Officer
                                            (Principal Financial Officer
                                             and Authorized Officer)




                                                               [GRAPHIC OMITTED]




NEWS
For Immediate Release               From MasTec, Inc.
May 21, 1997                            3155 N.W. 77th Avenue, Suite 135
                                        Miami, Florida 33122-1205
                                        Tel :    (305) 599-1800
                                        Fax :    (305) 406-1908
                                        For more information contact:
                                        Edwin D. Johnson,
                                        Chief Financial Officer
                                        www.ejohnson@mastec.com


                 MASTEC AGREES TO ACQUIRE CONTROLLING INTEREST
                      IN BRAZILIAN INFRASTRUCTURE PROVIDER

MIAMI, FL - MasTec,  Inc. (NYSE: MTZ) and Inepar,  S.A.  Industria e Construcoes
(Sao  Paulo  Stock  Exchange:  IN)  announced  today  an  agreement  to  sell  a
controlling interest in Inepar's telecommunications  infrastructure construction
division to MasTec.  The terms of the agreement  call for MasTec to invest $29.4
million in new capital in the company for a 50%  interest  and allows  MasTec to
acquire an additional 1% interest from Inepar for MasTec shares. The new venture
will do business as  Inepar-MasTec  and is expected to quickly  become a leading
telecommunications construction services company in Brazil.

Inepar is one of the largest providers of services,  equipment and capital goods
to the  telecommunications  and energy  industries  in Brazil with a significant
presence throughout the rest of South America.  Inepar is located in most of the
26 states of Brazil  with a strategic  concentration  in the more  populous  and
industrialized  areas.  Inepar  also  has  offices  in most of the  other  South
American countries.  Inepar is the Brazilian partner to Motorola for the Iridium
Project  and  acts as a  privileged  infrastructure  provider  for  the  project
worldwide.  In addition,  Inepar has several joint ventures in the energy sector
with substantial  international  partners such as General  Electric,  Hubell and
Landys & Gyr.  The  Inepar  Group  has  consolidated  assets in excess of half a
billion  dollars,  net assets of $175  million and  produced  revenue last year,
including its  proportion of revenue  earned  through  joint  ventures,  of $436
million.  Stockholders in the Company include many prominent  Brazilian  pension
funds.

Upon its  formation,  Inepar-MasTec  will have a backlog  of  telecommunications
infrastructure  projects in excess of $230 million with near-term  prospects for
significant additional projects.

Atilano Oms Sabrinho,  President and Chief Executive Officer of Inepar,  stated:
"The Brazilian  telecommunications  market is undergoing  tremendous change as a
mandate for the systematic  privatization of Telebras and eventual  deregulation
of the industry has created  significant new  opportunities.  We anticipate that
the build-out of  telecommunications  infrastructure in Brazil over the next few
years will dwarf  historical  expenditures and believe that the new venture with
MasTec  will  bring a  formidable  competitor  to the  Brazilian  infrastructure
market."

Jorge Mas,  President and Chief Executive  Officer of MasTec,  stated:  "We have
been studying the Brazilian market for some time and have closely  monitored the
exciting  developments  taking  place both in the  Brazilian  economy and in the
telecommunications  industry  there. We are very excited with the opportunity to
enter this  market with an  established  partner of such a high  reputation  and
standing  as Inepar.  By forming a well  capitalized  venture  with an  existing
backlog of contracts,  we are confident that  Inepar-MasTec can quickly become a
leading  market  force in the  provision  of  telecommunications  infrastructure
services in Brazil and also in the Mercosur market."

The  transaction  is not  expected to require any  regulatory  approvals  and is
scheduled to be completed within the next few weeks.

Both  companies  will submit the agreement to their  respective  boards within a
week.

Opening the Lines of  Communication(R)  worldwide,  MasTec is one of the world's
leading telecommunications and related infrastructure service providers, serving
clients throughout the United States, Latin America and Spain.

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