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) May 8, 2006

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 May 8, 2006, MasTec, Inc. (the “Company”) issued a press release announcing its financial results as of and for the three months ended March 31, 2006. 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 May 8, 2006

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.

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: May 9, 2006 MASTEC, INC.


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

EXHIBIT INDEX

Number Description

99.1 Press Release dated May 8, 2006





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

For Immediate Release

MasTec Announces First Quarter Results

Earnings from Continuing Operations of $0.06 Per Share on 13% Rise in Revenue

Coral Gables, FL (May 8, 2006) — MasTec, Inc. (NYSE: MTZ) today announced that for the quarter ended March 31, 2006, income from continuing operations was $3.6 million, or $0.06 diluted earnings per share, on revenue of $218.8 million. This compares with a loss from continuing operations of $5.4 million, or $0.11 diluted loss per share, on revenue of $194.0 million in the prior year quarter.

Austin J. Shanfelter, MasTec’s President and Chief Executive Officer, commented, “We see strong demand for MasTec branded services across all of our markets. In fact, we have the best demand environment that we have seen since 2000. There are multiple leading indicators on future increased spending for most of our customer base.”

The Company currently has gross liquidity, defined as bank cash plus credit line availability, of approximately $105 million, compared with $10 million a year ago. MasTec currently has no cash draws on its $150 million bank credit facility, which was recently amended to provide for better terms and pricing based on the Company’s improved financial position.

Mr. Shanfelter continued, “MasTec continues to make substantial operational progress in a number of areas. Revenue is up, liquidity and cash are both up, general and administrative expense trends are positive, receivables collections are up sharply and our overall performance is improving quarter by quarter. We expect that 2006 will be a good year for MasTec and its investors.”

For 2006, MasTec’s guidance forecast remains unchanged. The Company expects revenue to be in the range of $950 to $975 million, a double-digit growth rate. Earnings per share from continuing operations for 2006 are expected to be between $0.70 and $0.80 per share.

Management will hold a conference call to discuss results of operations for the quarter ended March 31, 2006 on Tuesday, May 9, 2006 at 9:30 a.m. Eastern time. The call-in number for the conference call is (913) 981-4913 and the replay number is (719) 457-0820, with a pass code of 2504746. The replay will run for 30 days. Additionally, the call will 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.

Summary financials for the quarters are as follows:

Condensed Unaudited Consolidated Statement of Operations
(In thousands, except per share amounts)
For the Three Months Ended
March 31,
2006 2005
Revenue $ 218,752 $ 193,976  
Costs of revenue, excluding depreciation  191,957   177,077  
Depreciation  3,562   4,474  
General and administrative expenses, including non-cash 
   stock compensation expense of $1,181 in 2006 and $24 
   in 2005  16,594   14,844  
Interest expense, net of interest income  3,485   4,832  
Other income, net  322   1,874  


    Income (loss) from continuing operations before  3,476   (5,377)  
        minority interest 
    Minority interest  129   (66)  


Income (loss) from continuing operations  3,605   (5,443)  
Loss from discontinued operations, net of tax benefit   (7,829)   (6,571)  


    Net loss $ (4,224) $ (12,014)  


Basic net income (loss) per share:  
   Continuing operations $ .06 $ (.11)  
   Discontinued operations  (.13)   (.14)  




   Total basic net income (loss) per share $ (.07) $ (.25)  


Basic weighted average common shares outstanding  59,291   48,696  


Diluted net income (loss) per share: 
   Continuing operations $ .06 $ (.11)  
   Discontinued operations  (.13)   (.14)  


   Total diluted net income (loss) per share $ (.07) $ (.25)  


Diluted weighted average common shares outstanding   61,028   48,696  




Condensed Unaudited Balance Sheets
(In thousands)
March 31,
2006
December 31, 2005
                                  Assets      
Total current assets $ 350,469 $ 305,307  
Property and equipment, net  46,173   48,027  
Goodwill  150,630   127,143  
Deferred taxes, net  54,478   51,468  
Other assets  47,480   46,070  
Long-term assets held for sale  5,793   6,149  


      Total assets $ 655,023 $ 584,164  


                 Liabilities and Shareholders' Equity 
Current liabilities $ 154,791 $ 170,238  
Other liabilities  36,515   37,359  
Long-term debt  121,082   196,104  
Long-term liabilities related to assets held for sale  790   860  
Total shareholders' equity  341,845   179,603  


       Total liabilities and shareholders’ equity $ 655,023 $ 584,164  




Condensed Unaudited Statements of Cash Flows
(In thousands)
  For the Three Months
Ended March 31,
  2006 2005
Cash flows from operating activities:      
   Net cash provided by operating activities $ 13,992 $ 2,562  
  Net cash (used in) provided by investing activities  (22,853)   1,033  
  Net cash provided by financing activities  78,864   500  


  Net increase in cash and cash equivalents  70,003   4,095  
  Net effect of currency translation on cash  (2)   5  
  Cash and cash equivalents - beginning of period  2,024   19,548  


Cash and cash equivalents - end of period $ 72,025 $ 23,648  


MasTec <www.mastec.com> is a leading specialty contractor operating throughout the United States and in Canada across a range of industries. The Company’s core activities are the building, installation, maintenance and upgrade of communication, utility infrastructure and transportation systems.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act. These statements are based on management’s current expectations and are subject to a number of risks, uncertainties, and assumptions, including that our revenue and earnings per share may differ from that projected, that we may be impacted by business and economic conditions affecting our customers, the highly competitive nature of our industry, dependence on a limited number of customers, the adequacy of our insurance and other reserves and allowances for doubtful accounts, restrictions imposed by our credit facility and senior notes, as well as other risks detailed in our filings with the Securities and Exchange Commission. Actual results may differ significantly from results expressed or implied in these statements. We do not undertake any obligation to update forward-looking statements.