SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MAS JOSE RAMON (Last) (First) (Middle) 800 DOUGLAS ROAD, 12TH FLOOR (Street) CORAL GABLES FL 33134 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MASTEC INC [ MTZ ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Executive Vice President
	3. Date of Earliest Transaction (Month/Day/Year) 11/14/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/14/2003		A		401,350	A	$0	588,108	D
Common Stock	01/09/2004		A		249,101	A	$0	837,209	D
Common Stock								135,500	I	Indirect A(1)
Common Stock								1,114,251	I	Indirect B(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Stock Option (right to buy)	$10.56							08/22/2002(3)	08/22/2008	Common Stock	18,939		0(4)	D
Incentive Stock Option (right to buy)	$14.167							06/03/1997(5)	06/03/2006	Common Stock	22,500		0(4)	D
Incentive Stock Option (right to buy)	$26.7917							12/15/2000(5)	12/15/2006	Common Stock	6,438		0(4)	D
Incentive Stock Option (right to buy)	$7.74							08/14/2004(6)	08/14/2013	Common Stock	25,838		0(4)	D
Non-Qualified Stock Option (right to buy)	$10.56							08/22/2002(3)	08/22/2008	Common Stock	106,061		0(4)	D
Non-Qualified Stock Option (right to buy)	$14.0625							03/17/1998(5)	03/17/2007	Common Stock	22,500		0(4)	D
Non-Qualified Stock Option (right to buy)	$14.0625							12/29/1998(5)	12/29/2007	Common Stock	15,000		0(4)	D
Non-Qualified Stock Option (right to buy)	$25.5833							12/10/2000(5)	12/10/2006	Common Stock	21,429		0(4)	D
Non-Qualified Stock Option (right to buy)	$26.7917							12/15/2000(5)	12/15/2006	Common Stock	8,562		0(4)	D
Non-Qualified Stock Option (right to buy)	$7.74							08/14/2004(6)	08/14/2013	Common Stock	124,162		0(4)	D

Explanation of Responses:

1. Shares owned of record by the Jorge Mas Canosa Freedom Foundation, Inc., a Florida not-for-profit corporation (the "Freedom Foundation") of which Mr. Jose Ramon Mas is the Secretary. Mr. Jose Ramon Mas disclaims beneficial ownership of all shares owned by the Freedom Foundation.

2. Shares owned of record by Jose Ramon Mas Holdings I Limited Partnership, a Texas limited partnership ("Jose Ramon Mas Holdings"). The sole general partner of Jose Ramon Mas Holdings is Jose Ramon Mas Holdings Corporation, a Texas corporation that is wholly-owned by Mr. Jose Ramon Mas.

3. Exempt stock option granted under the MasTec, Inc. 1994 Stock Incentive Plan which vests over three years in equal installments of 33% per year beginning twelve months from the date of grant (08/22/2001).

4. As of July 6, 2004 reporting person beneficially owns 371,429 stock options (right to buy).

5. Stock Options fully vested and exercisable.

6. Exempt stock option grant that vests over three years. First two years vesting is 33%. Third year vesting is 34%. Vesting begins twelve months after date of grant (08/14/2003).

	/s/ Jose Ramon Mas	07/06/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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