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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Mastech Corporation
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
57632N 10 5
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(CUSIP Number)
Check the following box if a fee is being paid with this statement
[___]. (A fee is not required only if the filing person (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 57632N 10 5 13G Page 2 of 6 Pages
1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS:
Sunil Wadhwani
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
Number of 5 SOLE VOTING POWER 5,196,304
Shares
Beneficially
Owned by Each
Reporting
Person With
6 SHARED VOTING POWER
7 SOLE DISPOSITIVE POWER 7,440,000*
8 SHARED DISPOSITIVE
POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 7,440,000*
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9 31.7%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
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Item 1(a). Name of Issuer:
Mastech Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
1004 McKee Road, Oakdale, PA 15071
Item 2(a). Name of Person Filing:
Sunil Wadhwani
Item 2(b). Address of Principal Business Office or, if none, Residence:
1004 McKee Road, Oakdale, PA 15071
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Common Stock, Par Value $.01 Per Share
Item 2(e). CUSIP Number:
57632N 10 5
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
Not Applicable
Item 4. Ownership
(a) Amount Beneficially Owned:
7,440,000*
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(b) Percent of Class:
31.7%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
5,196,304 shares
(ii) shared power to vote or to direct the vote:
Not Applicable
(iii) sole power to dispose or to direct the disposition of:
7,440,000 shares*
(iv) shared power to dispose or to direct the disposition of:
Not Applicable
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
Item 7. Identification and Classification of the Subsidiary which Acquired the
Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
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Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
Not Applicable
*See Exhibit A
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 10, 1998
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Date
/s/ Sunil Wadhwani
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Signature
Sunil Wadhwani
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Name
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Exhibit A
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* Includes 2,243,696 shares held by various family trusts as to which the
reporting person serves as a co-trustee with sole dispositive powers over
the trust assets but no voting power over such assets.
