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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 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Arun Nayar
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER 2,243,696*
6 SHARED VOTING POWER
7 SOLE DISPOSITIVE POWER
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,243,696*
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.6%
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:
Arun Nayar
Item 2(b). Address of Principal Business Office or, if none, Residence:
9 Marshall Lane
Weston, CT 06883
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:
2,243,696 shares*
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(b) Percent of Class:
9.6%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
2,243,696 shares*
(ii) shared power to vote or to direct the vote:
Not Applicable
(iii) sole power to dispose or to direct the disposition of:
Not Applicable
(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
The Reporting Person is a co-trustee of three family trusts for which Mr.
Ashok Trivedi is the co-trustee with sole investment and dispositive
powers, but no voting powers.
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.
1/21/98
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Date
/s/Arun Nayar
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Signature
Arun Nayar
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Name/Title
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Exhibit A
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* The Reporting Person disclaims beneficial ownership of such shares.
