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) February 3, 1998



                                  MASTEC, INC.
                  ---------------------------------------------
               (Exact Name of Registrant as Specified in Charter)



            Delaware                0-3797                59-1259279

- --------------------------------------------------------------------------------

  State of 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 February 3, 1998, MasTec, Inc. announced the sale of $200 million in
senior  subordinated notes due in 2008 with a coupon rate of 7 3/4 percent.  The
notes,  that were sold in a private  placement with  registration  rights,  will
yield a 7.77 percent  discount to investors.  The offering was increased  from
$150 million to take advantage of attractive interest rates and proceeds will be
used for general corporate purposes, including acquisitions, working capital and
capital expenditures.

         On February 6, 1998,  MasTec,  Inc.  announced the  acquisition of 
Phasecom Systems, Inc. of Toronto,  Canada, a telecommunications infrastructure
services provider in Ontario,  Alberta and Saskatchewan,  Canada and in Buffalo,
New York and New Orleans, Louisiana.

         The Company has issued press releases  announcing the foregoing events,
copies of which are  attached as exhibits  99.1 and 99.2 which are  incorporated
herein by reference.

                   Item 7. Financial Statements and Exhibits.

         (c)

99.1     Press release dated February 3, 1998.
99.2     Press release dated February 6, 1998.


                                   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:  February 20, 1998.        /s/ Edwin D. Johnson





                                          ---------------------------------
                                          Edwin D. Johnson
                                          Senior Vice President-
                                          Chief Financial Officer
                                          (Principal Financial Officer
                                             and Authorized Officer)





NEWS
For Immediate Release                        From MasTec, Inc.
February 3, 1998                             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
                                             ejohnson@mastec.com


              MASTEC, INC. RAISES $200 MILLION IN SUBORDINATED DEBT

MIAMI,  FL - MasTec,  Inc.  (NYSE:  MTZ)  announced  today that it has sold $200
million  in senior  subordinated  notes due in 2008 with a coupon  rate of 7 3/4
percent.  The notes  have been  sold at a  discount  to yield  7.77  percent  to
investors.  The offering was  increased  from $150 million to take  advantage of
attractive  interest  rates  and  proceeds  will be used for  general  corporate
purposes, including acquisitions,  working capital and capital expenditures. The
notes were sold in a private placement with registration rights.

Jorge Mas,  Chairman and Chief  Executive  Officer,  said: "We were very pleased
with the reception of the investment  community to our note offering,  which has
galvanized  us to continue our growth  strategy.  Our position as the  principal
consolidator  in a fragmented  industry,  coupled with strong access to capital,
provides  us  with  a  unique  opportunity  for  expansion  and  enhancement  of
shareholder value."

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.  For more
information, please visit our web site at www.mastec.com.


                                       ###




NEWS
For Immediate Release                           From MasTec, Inc.
February 6, 1998                                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
                                                ejohnson@mastec.com


             MASTEC, INC. ANNOUNCES ACQUISITION OF PHASECOM SYSTEMS

MIAMI, FL - MasTec, Inc. (NYSE: MTZ) announced today the acquisition of Phasecom
Systems,  Inc.  of  Toronto,   Canada.   Phasecom  provides   telecommunications
infrastructure  services in Ontario,  Alberta  and  Saskatchewan,  Canada and in
Buffalo, New York and New Orleans, Louisiana.

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.  For more
information, please visit our web site at www.mastec.com.

                                       ###