UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) August 9, 2005

MASTEC, INC.

(Exact Name of Registrant as Specified in Its Charter)

Florida
(State or Other Jurisdiction of Incorporation)

         0-08106 65-0829355
(Commission File Number) (IRS Employer Identification No.)

800 S. Douglas Road, 12th Floor, Coral Gables, Florida 33134
(Address of Principal Executive Offices) (Zip Code)

(305) 599-1800
(Registrant’s Telephone Number, Including Area Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On August 9, 2005, MasTec, Inc. (the “Company”) issued a press release announcing its financial results as of and for the three months ended June 30, 2005. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 8-K.  The information contained in this report on Form 8-K, including Exhibit 99.1 shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended. 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

  a) Financial Statements of Businesses Acquired Not Applicable.

  b) Pro Forma Financial Information Not Applicable.

  c) Exhibits: 99.1 Press Release dated August 9, 2005

SIGNATURE

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

Date: August 9, 2005 MASTEC, INC.


BY: /S/ C. Robert Campbell
——————————————
C. Robert Campbell
Chief Financial Officer
MASTEC, INC.

EXHIBIT INDEX

Number Description

99.1 Press Release dated August 9, 2005





Contact:
J. Marc Lewis, Vice President-Investor Relations
305-406-1815
305-406-1886 fax
marc.lewis@mastec.com

For Immediate Release

MasTec Posts Second Quarter Net Income From
Continuing Operations of $2.1 Million, or$0.04 Per Share

Coral Gables, FL (August 9, 2005) — MasTec, Inc. (NYSE: MTZ) today announced that for the quarter ended June 30, 2005, income from continuing operations increased to $2.1 million, or $0.04 income per share, on revenue of $236.1 million. This compares with a loss from continuing operations of $436,000, or $0.01 loss per share, on revenue of $225.7 million for the second quarter of 2004. Including losses from discontinued operations, results of operations for the quarter ended June 30, 2005 improved to net income of $1.1 million, or $0.02 net income per share, compared with a net loss of $740,000, or $0.02 net loss per share, in the prior year’s quarter.

Austin J. Shanfelter, MasTec’s President and Chief Executive Officer, commented, “With many of our core customers announcing increased long-term spending plans, we have a strong brand identity, the right team and an integrated information system in place to take advantage of this improved market for our services. Now, a large part of our future success will be based on our own actions, and our goal is to improve performance in coming quarters.”

For the third quarter of 2005, MasTec expects revenue between $250 and $265 million and earnings per share to range from $0.11 to $0.15 per share. The guidance is based on current expectations and estimates and assumes stability in each of the Company’s operations, modest growth in fiber deployment, favorable weather conditions and an economy that remains stable.

At June 30, 2005, the Company had liquidity, defined as bank cash on hand plus availability under the revolving credit agreement, of approximately $46 million.

The following tables set forth the financial results for the periods ended June 30, 2005 and 2004:

Condensed Unaudited Consolidated Statements of Operations
(In thousands, except per share amounts)
For the Three Months
Ended June 30,
2005 2004
     
Revenue     $ 236,109   $ 225,741  
Costs of revenue, excluding depreciation    209,218    201,477  
Depreciation    4,651    4,345  
General and administrative expenses    16,465    16,061  
Interest expense, net    4,734    4,664  
Other income, net     (1,433)     (405)  


Income (loss) from continuing operations before minority interest    2,474     (401)  
Minority interest     (356)     (35)  


Income (loss) from continuing operations     2,118     (436)  
Discontinued operations:                
Loss on discontinued operations, net of tax benefit of $0 in 2005 and 2004       (419)     (304)  
     
Loss on sale of assets of discontinued operations, net of tax       (583)     --  


Net income (loss)    $ 1,116   $ (740)  


Basic weighted average common shares outstanding    48,894    48,385  


Basic net income (loss) per share:    
     Continuing operations    $ 0.04   $ (0.01)  
     Discontinued operations       (0.02)     (0.01)  


     Basic net income (loss) per share   $ 0.02   $ (0.02)  


Diluted weighted average common shares outstanding    49,431    48,385  


Diluted net income (loss) per share:  
     Continuing operations   $ 0.04   $ (0.01)  
     Discontinued operations     (0.02)     (0.01)  


   Diluted net income (loss) per share   $ 0.02   $ (0.02)  


Condensed Consolidated Balance Sheets
(In thousands)
June 30,
2005
(Unaudited)
December 31,
2004
(Audited)
     
                                 Assets            
Current assets   $ 297,705   $ 312,258  
Property and equipment, net    60,306    69,303  
Goodwill    138,640    138,640  
Deferred taxes, net    52,561    50,732  
Other assets     40,140     29,590  


        Total assets   $ 589,352   $ 600,523  


                  Liabilities and Shareholders' Equity  
Current liabilities   $ 175,181   $ 177,795  
Other liabilities    36,561    35,516  
Long-term debt    196,153    196,059  
Shareholders' equity    181,457    191,153  


        Total liabilities and shareholders' equity   $ 589,352   $ 600,523  




Condensed Unaudited Consolidated Statements of Cash Flows
(In thousands)
Six Months Ended June 30,
2005 2004
Net cash used in operating activities of continuing operations     $ (15,284)   $ (1,077)  
Net cash (used in) provided by investing activities of continuing operations       (1,550)     1,489  
Net cash provided by (used in) financing activities of continuing operations       1,167     (2,388)  


Net decrease in cash and cash equivalents     (15,667)     (1,976)  
Net effect of translation on cash       (44)     27  
Cash and cash equivalents-beginning of period    19,548    19,415  
Cash provided by (used in) discontinued operations     752     (685)  


Cash and cash equivalents-end of period   $ 4,589   $ 16,781  


Management will hold a conference call to discuss results of operations for the quarter ended June 30, 2005 on Wednesday, August 10, 2005, at 10:00 a.m. Eastern time. The call-in number for the conference call is (913) 981-5564 and the replay number is (719) 457-0820, with a pass code of 3134614. The replay will run for 30 days.

The call will also be broadcast live over the Internet and can be accessed and replayed through the investor relations section of the Company’s website at www.mastec.com.

MasTec is a leading communications, video, data, traffic and public utility infrastructure service provider. The Company designs, builds, installs, maintains, upgrades and monitors internal and external networks for leading companies and government entities.

This press release and any accompanying documents contain forward-looking statements, such as statements regarding MasTec’s future growth and profitability, growth strategy, and anticipated trends in the industries and economies in which MasTec operates. The words “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” “target,” “project” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on MasTec’s current expectations and are subject to a number of risks, uncertainties, and assumptions, including that our revenue and profits may differ from that projected, that we may be further impacted by slowdowns in our clients’ businesses or in the economy in general, that our reserves for receivables may be inadequate and that we may experience increased costs associated with realigning our business or may be unsuccessful in those efforts. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from results expressed or implied in any forward-looking statements made by MasTec in this press release. These and other risks are detailed in this press release and/or documents filed by MasTec with the Securities and Exchange Commission. MasTec does not undertake any obligation to revise these forward-looking statements to reflect future events or circumstances.