<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
MASTECH CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
<PAGE>
Mastech Corporation
1004 McKee Road
Oakdale, PA 15071
May 20, 1998
Dear Shareholder:
You recently received a copy of the Proxy Statement, dated April 30,
1998, of Mastech Corporation for the Annual Meeting of Shareholders to be held
on June 1, 1998. The purpose of this letter is to clarify information set forth
on page 12 and in Exhibit A to the Proxy Statement.
In the second sentence of the first paragraph under Proposal 2 on page 12
of the Proxy Statement, and in the first sentence of the text of the Amendment
set forth in Exhibit A of the Proxy Statement, the word "less" should be "or."
In the event that you have already returned your Proxy Card and wish to
change your vote as a result of this correction, please call the undersigned at
(412) 787-2100 and you will be provided with another Proxy Card. Proxy Cards
will also be available at the Annual Meeting.
Sincerely,
/s/ Michael J. Zugay
Michael J. Zugay, Secretary
Pittsburgh, PA
May 20, 1998
