MASTEC INC
11-K, 1996-06-28
WATER, SEWER, PIPELINE, COMM & POWER LINE CONSTRUCTION
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                         SECURITIES AND EXCHANGE COMMISSION
                                  WASHINGTON, DC 20549
                                  

                                  --------------------

                                      FORM 11-K
                                    ANNUAL REPORT
                            PURSUANT TO SECTION 15(D) OF THE
                               SECURITIES EXCHANGE ACT

                                   --------------------

x  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
   OF 1934.

   For the fiscal year ended December 31, 1995
                             -----------------
                                   OR

   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
   ACT OF 1934.

   For the transition period from ________________ to __________________

   Commission file number 0-3797

     A.  Full title of the plan and the address of the Plan, if different from  
 that ot the issuer named below:    
  
               The MasTec, Inc. 401(k) Retirement Savings Plan

     B.  Name of the issuer of the securities held pursuant to the Plan and 
  address of its principal executive office:

               MasTec, Inc.
               3351 N.W. 77th Avenue
               Miami, Florida  33122


                 










                                                                 
                                                                 Page 1 of 16
<PAGE>
                          
                             REQUIRED INFORMATION

 4.  Financial Statements

     The Plan hereby files its financial statements for the fiscal year 
 ended December 31, 1995, prepared in accordance with the financial
 reporting requirement of the Employee Retirement Income Security Act of
 1974.

















































                                                                Page 2 of 16
<PAGE>
                                THE MASTEC, INC.
                                        
                         401(K) RETIREMENT SAVINGS PLAN
                                        
                    REPORTS ON AUDITS OF FINANCIAL STATEMENTS
                                        
                           AND SUPPLEMENTAL SCHEDULES
                                        
                 for the years ended December 31, 1995 and 1994
                                        
                                        

Table of Contents                                                  Pages

Report of Independent Accountants                                  4


Financial Statements:
   Statement of Net Assets Available for Benefits                  5
      as of December 31, 1995
   Statement of Changes in Net Assets Available for Benefits       
   for the year ended December 31, 1995                            6
   Statement of Net Assets Available for Benefits
      as of December 31, 1994                                      7
   Statement of Changes in Net Assets Available for Benefits
       for the year ended December 31, 1994                        8
   Notes to Financial Statements                                   9-14


Supplemental Schedules:
   Item 27a of Form 5500 - Schedule of Assets Held for Investment
       Purposes as of December 31, 1995                            15
   Item 27d of Form 5500 - Schedule of Reportable Transactions
       for the year ended December 31, 1995                        16






                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            

                                                            Page 3 of 16
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Trustees of the
The MasTec, Inc.
401(k) Retirement Savings Plan:

We have audited the accompanying statements of net assets available
for benefits of the MasTec, Inc. 401(k) Retirement Savings Plan  as
of December 31, 1995 and 1994 and the related statements of changes
in  net  assets available for benefits for the years ended December
31,   1995   and   1994.   These  financial  statements   are   the
responsibility of the Plan's management.  Our responsibility is  to
express  an  opinion  on these financial statements  based  on  our
audits.

We  conducted  our  audits  in accordance with  generally  accepted
auditing  standards.   Those standards require  that  we  plan  and
perform the audit to obtain reasonable assurance about whether  the
financial statements are free of material misstatement.   An  audit
includes  examining,  on  a  test basis,  evidence  supporting  the
amounts and disclosures in the financial statements.  An audit also
includes  assessing the accounting principles used and  significant
estimates  made  by management, as well as evaluating  the  overall
financial  statement  presentation.  We  believe  that  our  audits
provide a reasonable basis for our opinion.

In  our opinion, the financial statements referred to above present
fairly,  in  all  material respects, the net assets  available  for
benefits  of  the Plan as of December 31, 1995 and  1994,  and  the
changes  in  net assets available for benefits for the years  ended
December  31, 1995 and 1994, in conformity with generally  accepted
accounting principles.

Our audits were performed for the purpose of forming an opinion  on
the  basic financial statements taken as a whole.  The supplemental
schedules  of  Assets Held for Investment Purposes of  The  MasTec,
Inc.  401(k) Retirement Savings Plan as of December 31,  1995,  and
Reportable Transactions for the year then ended, are presented  for
the  purpose of additional analysis and are not a required part  of
the  basic  financial statements but are supplementary  information
required  by  the  Department of Labor's Rules and Regulations  for
Reporting  and  Disclosure  under the  Employee  Retirement  Income
Security Act of 1974.  The Fund Information in the statement of net
assets  available for benefits and the statement of changes in  net
assets  available  for  benefits  is  presented  for  purposes   of
additional analysis rather than to present the net assets available
for  plan  benefits  and changes in net assets available  for  plan
benefits  of  each  fund.   The  supplemental  schedules  and  Fund
Information have been subjected to the auditing procedures  applied
in  our  audits  of  the  basic financial statements  and,  in  our
opinion, are fairly stated in all material respects in relation  to
the basic financial statements taken as a whole.

 
Miami, Florida
May 17, 1996
                                                            Page 4 of 16
<PAGE>

THE MASTEC, INC.
401(K) RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1995
<TABLE>
<CAPTION>                                 
                                         Guaranteed   Income &       Growth      Mastec        Life      Diversified  
                                         Interest      Growth      Opportunities Common      Insurance     Equity
                                           Fund         Fund          Fund       Stock Fund    Fund         Fund          Total
<S>                                      <C>          <C>          <C>          <C>         <C>          <C>          <C>
Assets:
Investments at fair value (Note 2)       $         0  $   405,049  $ 1,299,364  $  178,290  $    71,776  $         0  $ 1,954,479
Participant notes receivable                 108,798            0            0           0            0            0      108,798
Cash and cash equivalents                     39,529       22,330       55,527       1,414           29        5,835      124,664
                                          -----------  -----------  -----------  ----------  -----------  -----------  ----------- 
                                             148,327      427,379    1,354,891     179,704       71,805        5,835    2,187,941

Investment, at contract value (Note 2):
  ITT Hartford Life Insurance Company 
   Group Annuity Contract #GA-3565         3,231,172            0            0           0            0            0    3,231,172
                                          -----------  -----------  -----------  ----------  -----------  -----------  ----------- 
      Total investments                    3,379,499      427,379    1,354,891     179,704       71,805        5,835    5,419,113
                                          -----------  -----------  -----------  ----------  -----------  -----------  ----------- 

Receivables:
  Participants' contributions                 66,471       18,657       29,457      24,184          917            0      139,686
  Interest receivable                         18,806           56          556          72            0            0       19,490
                                          -----------  -----------  -----------  ----------  -----------  -----------  ----------- 
      Total receivables                       85,277       18,713       30,013      24,256          917            0      159,176
                                          -----------  -----------  -----------  ----------  -----------  -----------  ----------- 

Due from (to) other funds                     28,363      (16,466)     (11,897)          0            0            0            0
                                          -----------  -----------  -----------  ----------  -----------  -----------  ----------- 

      Total assets                       $ 3,443,139  $   429,626  $ 1,373,007  $  203,960  $    72,722  $     5,835  $ 5,578,289
                                          ===========  ===========  ===========  ==========  ===========  ===========  ===========

Liabilities:
  Due to Brokers                         $    32,928  $     6,869  $    46,720  $        0  $         0  $         0  $    86,517
                                          -----------  -----------  -----------  ----------  -----------  -----------  ----------- 
      Total liabilities                       32,928        6,869       46,720           0            0            0       86,517
                                          -----------  -----------  -----------  ----------  -----------  -----------  ----------- 

Net assets available for benefits        $ 3,460,211  $   422,757  $ 1,326,287  $  203,960  $    72,722  $     5,835  $ 5,491,772
                                          ===========  ===========  ===========  ==========  ===========  ===========  ===========
</TABLE>










The accompanying notes are an integral part of these financial statements.
                                                            Page 4 of 16
<PAGE>

THE MASTEC, INC.
401(K) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
year ended December 31, 1995
<TABLE>
<CAPTION>                                 
                                         Guaranteed   Income &       Growth      Mastec        Life      Diversified  
                                         Interest      Growth      Opportunities Common      Insurance     Equity
                                           Fund         Fund          Fund       Stock Fund    Fund         Fund          Total
<S>                                      <C>          <C>          <C>          <C>         <C>          <C>          <C>
Additions to net assets attributed to:
Investment income:
  Net appreciation in fair value of 
   investments                           $         0  $    28,709  $   256,108  $   18,032  $         0  $         0  $   302,849
  Interest and dividends                     212,886       14,906       32,366         114        1,745          340      262,357
                                          -----------  -----------  -----------  ----------  -----------  -----------  ----------- 
                                             212,886       43,615      288,474      18,146        1,745          340      565,206

Contributions:
  Participants'                              510,028      130,972      226,302     160,150        9,340           29    1,036,821
                                          -----------  -----------  -----------  ----------  -----------  -----------  ----------- 

   Total additions                           722,914      174,587      514,776     178,296       11,085          369    1,602,027
                                          -----------  -----------  -----------  ----------  -----------  -----------  ----------- 

Deductions from net assets attributed to:
  Participants withdrawals                   964,681       26,545      166,179       4,992       28,264            0    1,190,661
                                          -----------  -----------  -----------  ----------  -----------  -----------  ----------- 
   Total deductions                          964,681       26,545      166,179       4,992       28,264            0    1,190,661
                                          -----------  -----------  -----------  ----------  -----------  -----------  ----------- 

Net (decrease) increase prior to transfers  (241,767)     148,042      348,597     173,304      (17,179)         369      411,366

  Transfers                                   27,358      (58,800)      44,617     (12,823)           0         (352)           0
                                          -----------  -----------  -----------  ----------  -----------  -----------  ----------- 

  Net (decrease) increase                   (214,409)      89,242      393,214     160,481      (17,179)          17      411,366

Net assets available for benefits:
  Beginning of year                        3,674,620      333,515      933,073      43,479       89,901        5,818    5,080,406
                                          -----------  -----------  -----------  ----------  -----------  -----------  ----------- 

  End of year                            $ 3,460,211  $   422,757  $ 1,326,287  $  203,960  $    72,722  $     5,835  $ 5,491,772
                                          ===========  ===========  ===========  ==========  ===========  ===========  ===========
</TABLE>











The accompanying notes are an integral part of these financial statements.
                                                            Page 6 of 16
<PAGE>

THE MASTEC, INC.
401(K) RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1994
<TABLE>
<CAPTION>                                 
                                         Guaranteed   Income &       Growth      Mastec        Life      Diversified  
                                         Interest      Growth      Opportunities Common      Insurance     Equity
                                           Fund         Fund          Fund       Stock Fund    Fund         Fund          Total
<S>                                      <C>          <C>          <C>          <C>         <C>          <C>          <C>
Assets:

Investments at fair value (Note 2)       $         0  $   304,809  $   928,837  $   19,526  $    88,029  $         0  $ 1,341,201
Participant notes receivable                 140,442            0            0           0            0            0      140,442
Cash and cash equivalents                     30,880          138        3,601           0            0        5,818       40,437
                                          -----------  -----------  -----------  ----------  -----------  -----------  ----------- 
                                             171,322      304,947      932,438      19,526       88,029        5,818    1,522,080
Investment, at contract value (Note 2):
  ITT Hartford Life Insurance Company 
   Group Annuity Contract #GA-3565         3,384,009            0            0           0            0            0    3,384,009
                                          -----------  -----------  -----------  ----------  -----------  -----------  ----------- 
      Total investments                    3,555,331      304,947      932,438      19,526       88,029        5,818    4,906,089
                                          -----------  -----------  -----------  ----------  -----------  -----------  ----------- 

Receivables:
  Participants' contributions                 91,822       28,182       36,636      14,171        1,872            0      172,683
  Interest receivable                            745          386          395         108            0            0        1,634
                                          -----------  -----------  -----------  ----------  -----------  -----------  ----------- 
      Total receivables                       92,567       28,568       37,031      14,279        1,872            0      174,317
                                          -----------  -----------  -----------  ----------  -----------  -----------  ----------- 

Due from (to) other funds                     26,722            0      (36,396)      9,674            0            0            0
                                          -----------  -----------  -----------  ----------  -----------  -----------  ----------- 

      Total assets                       $ 3,674,620  $   333,515  $   933,073  $   43,479  $    89,901  $     5,818  $ 5,080,406
                                          ===========  ===========  ===========  ==========  ===========  ===========  ===========

Net assets available for benefits        $ 3,674,620  $   333,515  $   933,073  $   43,479  $    89,901  $     5,818  $ 5,080,406
                                          ===========  ===========  ===========  ==========  ===========  ===========  ===========
</TABLE>
















The accompanying notes are an integral part of these financial statements.
                                                            Page 7 of 16
<PAGE>

THE MASTEC, INC.
401(K) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
year ended December 31, 1994
<TABLE>
<CAPTION>                                 
                                         Guaranteed   Income &       Growth      Mastec        Life      Diversified  
                                         Interest      Growth      Opportunities Common      Insurance     Equity
                                           Fund         Fund          Fund       Stock Fund    Fund         Fund          Total
<S>                                      <C>          <C>          <C>          <C>         <C>          <C>          <C>

Additions to net assets attributed to:
Investment income:
  Net appreciation/(depreciation) 
   in fair value of investments          $         0  $    (9,300) $   (65,305) $    2,383  $         0  $    (2,396) $   (74,618)
  Interest and dividends                     278,743        3,302       54,802         108        1,144        3,768      341,867
                                          -----------  -----------  -----------  ----------  -----------  -----------  ----------- 
                                             278,743       (5,998)     (10,503)      2,491        1,144        1,372      267,249

Contributions:
  Participants'                              540,915       79,250       78,106      31,314       15,717       85,905      831,207
                                          -----------  -----------  -----------  ----------  -----------  -----------  ----------- 

   Total additions                           819,658       73,252       67,603      33,805       16,861       87,277    1,098,456
                                          -----------  -----------  -----------  ----------  -----------  -----------  ----------- 

Deductions from net assets attributed to:
  Participants withdrawals                 1,588,931       35,612       42,286           0       25,394      461,648    2,153,871
                                          -----------  -----------  -----------  ----------  -----------  -----------  ----------- 

   Total deductions                        1,588,931       35,612       42,286           0       25,394      461,648    2,153,871
                                          -----------  -----------  -----------  ----------  -----------  -----------  ----------- 

Net (decrease) increase prior to transfers  (769,273)      37,640       25,317      33,805       (8,533)    (374,371)  (1,055,415)

  Transfers                                 (326,200)     295,875      907,756       9,674            0     (887,105)           0
                                          -----------  -----------  -----------  ----------  -----------  -----------  ----------- 

  Net (decrease) increase                 (1,095,473)     333,515      933,073      43,479       (8,533)  (1,261,476)  (1,055,415)

Net assets available for benefits:
  Beginning of year                        4,770,093            0            0           0       98,434    1,267,294    6,135,821
                                          -----------  -----------  -----------  ----------  -----------  -----------  ----------- 

  End of year                            $ 3,674,620  $   333,515  $   933,073  $   43,479  $    89,901  $     5,818  $ 5,080,406
                                          ===========  ===========  ===========  ==========  ===========  ===========  ===========
</TABLE>









The accompanying notes are an integral part of these financial statements.
                                                            Page 8 of 16
<PAGE>

THE MASTEC, INC. 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS


1.        Description of Plan:
     
     The  following description of the MasTec, Inc. (the "Company")
     401(K)  Retirement  Savings Plan (the  "Plan")  provides  only
     general  information.   The  Plan agreement  contains  a  more
     complete description of the Plan's provisions.
     
     General
     
     The Plan is a defined contribution plan covering all employees
     of  the  Company  who  are age twenty-one  or  older  and  are
     scheduled  to work 1,000 or more hours.  Eligible participants
     may  enter the Plan on January 1 or July 1.  It is subject  to
     the  provisions of the Employee Retirement Income Security Act
     of  1974 ("ERISA") and is exempt from federal and state income
     taxes.
     
     The  Plan  is administered by the Employee Benefits  Committee
     (Plan  Administrators).  The Board of Directors has  appointed
     First Union National Bank as Trustee of the Plan for all funds
     except  for the MasTec Common Stock Fund which is administered
     by  the  Company.   Plan assets are held  by  four  custodians
     (First  Fidelity - New England Securities, ITT  Hartford  Life
     Insurance  Company,  First Colony Life Insurance  Company  and
     First   Union  National  Bank).   The  Barclay  Group  (Plan's
     Recordkeeper)   performs   certain   administrative   services
     including maintenance of participant records.  (See Note 7).
     
     Contributions
     
     Participants  may contribute from 1% to 15% of  their  pre-tax
     annual  compensation, subject to certain dollar amount limits,
     as  defined  in the plan agreement.  The maximum  contribution
     allowed during 1995 and 1994 was $9,240.
     
     Participant Accounts
     
     Each  participant's account is credited with the participant's
     contribution,  the  Company's discretionary  contribution,  if
     any,  any rollovers into the Plan (permitted at the discretion
     of  the  plan administrator) and an allocation of  the  Plan's
     earnings.   Each  participant's  account  is  reduced  by  any
     withdrawals  or  distributions and an allocation  of  (a)  his
     share  of  investment  losses and  depreciation  in  value  of
     investments  and (b) administrative fees paid by the  Plan  if
     not  paid  by the Company.  The benefit to which a participant
     is entitled is the participant's vested account balance.
     



                                                            
                                                            
                                                            Page 9 of 16
<PAGE>

THE MASTEC, INC. 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS

1.        Description of the Plan, Continued:
     
     Investment Options
     
     Upon   enrollment  in  the  Plan,  a  participant  may  direct
     contributions to any of four investment options.  Participants
     may  elect  to  invest contributions in a single  fund  in  5%
     increments, among any of the following:
     
       Hartford  Guaranteed Interest Fund - Funds are  invested  in
       contracts   with   the  Hartford  Life   Insurance   Company
       ("Hartford Life") which provides for repayment of  principal
       and  annual interest at guaranteed rates for a fixed period.
       During 1995 and 1994,  the minimum guaranteed rate was  6.5%
       and  6.9%,  respectively.  The guaranteed interest  rate  is
       determined  before the start of each year by Hartford  Life.
       The  fair  value and average yield approximates the contract
       value  and the minimum guaranteed rate, respectively, as  of
       December 31, 1995.
       
       Fidelity Adviser Income and Growth Fund - Funds are invested
       in   U.S.   Treasury   issues,  corporate   bonds,   foreign
       investments, convertible securities and stocks.
       
       Fidelity  Advisor  Growth Opportunities  Fund  -  Funds  are
       invested in traditional growth stocks and debt securities.
       
       MasTec  Common  Stock Fund - Funds are  invested  solely  in
       shares  of  the common stock, par value $0.10 per  share  of
       MasTec,  Inc.   The fund will buy up to 500,000  shares,  as
       determined under the rules of ERISA and the Internal Revenue
       Code (IRC).
       
       A  participant may not invest more than 50% of his aggregate
       contributions in the MasTec, Inc. common stock fund.
       
       Life  Insurance  Fund  -  The fund was  not  offered  as  an
       investment option to participants after July 1, 1994.
       
       Diversified  Equity Fund - The fund was not  offered  as  an
       investment option to participants after July 1, 1994.
       
     Transfers and Rollovers
     
     Participants  may  rollover balances held in  other  qualified
     retirement plans at the discretion of the Plan Administrators.
     
     Withdrawals
     
     Certain withdrawals from participant accounts are only allowed
     for financial hardship (in accordance with IRS regulations).
     
                                                            
                                                            
                                                            Page 10 of 16
<PAGE>

THE MASTEC, INC. 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
     
1.        Description of the Plan, Continued:
     
     Participant Notes Receivable
     
     Participants may borrow a maximum of the lesser of (1) $50,000
     or  (2) fifty percent (50%) of their individual vested account
     balance.   Loan terms range from 1-5 years or up to  10  years
     for  the  purchase  of a primary residence.   The  loans  bear
     interest  at  rates  determined  by  the  Plan  Administrators
     generally at 2% over Prime.
   
     Payment of Benefits
     
     On  termination  of  service, due  to  death,  disability,  or
     retirement,  a  participant receives  payment  of  the  vested
     accrued  benefit in a single lump sum or the  payment  can  be
     deferred under certain circumstances to normal retirement age.
     For termination of service due to other reasons, a participant
     is  entitled  to  receive only the vested  percentage  of  his
     account balance.
     
     Vesting
     
     Participants are immediately vested in their contributions and
     rollovers  and the earnings thereon.  Participants are  vested
     in  Company  contributions, if any, to  the  extent  reflected
     below:
     

               Years of Service                  Percentage

               Less than 3                       30
               3                                 33
               4                                 67
               5 or more                         100



     Participants forfeit the portion of their account  balance  to
     the extent not vested.  There were no amounts forfeited as  of
     December 31, 1995 and 1994.
     


                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            Page 11 of 16
<PAGE>

THE MASTEC, INC. 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
     
2.        Summary of Significant Accounting Policies:
     
     The  significant accounting policies followed by the Plan  are
     as follows:
     
     Basis of Accounting
     
     The   financial  statements  of  the  Plan  are  prepared   in
     conformity with generally accepted accounting principles.
     
     Valuation of Investments and Income Recognition
     
     The  Plan's investments are valued by the custodians (Note  1)
     and are stated at fair value using quoted market prices.
     
     Purchase  and sales transactions are recorded on a trade  date
     basis.  Any gain or loss resulting from the sale of fund units
     is determined as the difference between the sales proceeds and
     the  average  cost  of the units sold.  Investment  income  is
     recorded on the accrual basis.
     
     Investment Income
     
     The  Plan  presents in the statement of changes in net  assets
     available  for  benefits the net appreciation/depreciation  in
     the  fair  value  of  its investments which  consists  of  the
     realized  gains  or  losses  and the  unrealized  appreciation
     (depreciation) on those investments.
     
     Participant Withdrawals
     
     Withdrawals made by participants are recorded when paid.
     
     Administrative Costs
     
     All  administrative  expenses of the Plan, including,  without
     limitation,  the  allocable portion of  compensation  of  plan
     administrative   staff   and   fees   of   employee   benefits
     consultants, legal counsel, and auditors' fees are  chargeable
     to the Plan.  The Company may, at its sole discretion, pay any
     such  expenses,  in  whole or in part.   The  Company  assumed
     responsibility for administrative expenses for the years ended
     December 31, 1995 and 1994.
     


                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            Page 12 of 16
<PAGE>

THE MASTEC, INC. 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
     
3.        Investment Contract With Insurance Company:
     
   The Plan has entered into a Group Annuity Contract with the Hartford Life  
   Insurance Company ("ITT Hartford"). ITT Hartford maintains the contributions
   in an Immediate Participation Fund. The fund is credited with earnings 
   (i.e., interest on each minimum monthly balance in the Fund during the 
   contract year) and charged for Plan withdrawals and administrative expenses  
   incurred by ITT Hartford. The contract is included in the financial 
   statements at contract value, as reported to the Plan by ITT Hartford. 
   Contract value represents contributions made under the contract, plus 
   earnings, less plan withdrawals, and administrative expenses. The fair value 
   and average yield approximates the contract value and the minimum guaranteed 
   rate, respectively, as of December 31, 1995.

4.        Plan Termination:
     
     Although it has not expressed any intent to do so, the Company has the 
     right under the Plan to discontinue its contributions at any time and to 
     terminate the Plan subject to the provisions of ERISA. In the event of 
     Plan termination, participants will become 100% vested in their accounts.

5.        Reconciliation of Financial Statements to Form 5500:
     
          The following is a reconciliation of net assets available
     for  benefits per the financial statements to the  Form  5500:
                                                            
                                                       1995       1994
                                                         
     Net assets available for benefits per the
       financial statements                       $ 5,491,772   $ 5,080,406
     Amounts allocated to withdrawing participants   (153,676)     (566,612)
                                                   -----------   -----------  
     Net assets available for Plan benefits 
       per the Form 5500                          $ 5,338,096   $ 4,513,794
                                                   ===========   ===========
     
     The  following  is  a  reconciliation  of  benefits  paid   to
     participants per the financial statements to the Form 5500:
     
                                                                Year ended
                                                            December 31, 1995
                                                                        
     Withdrawals paid to participants per the financial 
       statements                                                $ 1,190,661
     Add: Amounts allocated to withdrawing participants 
       at December 31, 1995                                          153,676
     Less: Amounts allocated to withdrawing participants 
       at December 31, 1994                                         (566,612) 
                                                                  -----------
     Withdrawals to participants per the Form 5500                   777,725
                                                                  ===========
    Amounts allocated to withdrawing participants are recorded on Form 5500 
    for claims that have been processed and approved for payment prior to 
    December 31, but not yet paid as of that date.
                                                            Page 13 of 16
<PAGE>

THE MASTEC, INC. 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
     
6.        Tax Status:
     
     The  Internal Revenue Service has determined and informed  the
     Company  by a letter dated August 13, 1992, that the  Plan  is
     designed  in accordance with applicable sections of  the  IRC.
     The  Plan  has  been amended since receiving the determination
     letter.  However, the Plan Administrator and the Plan's  legal
     counsel  believe  that the Plan is designed and  is  currently
     being  operated in compliance with the applicable requirements
     of the IRC.
     


7.        Subsequent Events:
     
           In 1996, the Board of Directors of MasTec, Inc. passed a
     resolution to remove First Union National Bank and the Barclay
     Group  as Trustee and Recordkeeper, respectively, of the  Plan
     and appointed Norwest Bank, Minnesota, N.A. and GreatWest Life
     as Trustee and Recordkeeper, respectively.
     




 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                                            Page 14 of 16
<PAGE>
 
THE MASTEC, INC.
401(K) RETIREMENT SAVINGS PLAN
ITEM 27a OF FORM 5500 - SCHEDULE OF ASSETS
HELD FOR INVESTMENT PURPOSES
as of December 31, 1995
<TABLE>
<CAPTION>


(a) Participating
     Units or Par
       Value        (b) Identity of Party                   (c) Description of Investment        (d) Cost        (e) Fair Value
     <C>            <C>                                     <C>                                    <C>            <C>
         
        N/A         ITT Hartford Life Insurance Company     Guaranteed Interest Contract - 6.5%    $ 3,231,172    $ 3,231,172
                                                                                               
        N/A         Participant loans, fully amortized      Loans to participants 8.00% - 11.00%             0        108,798
                                                                                               
      25,783        First Fidelity New England Securities   Income & Growth Fund                       385,571        405,049
                                                                                               
      41,067        First Fidelity New England Securities   Growth Opportunities Fund                1,101,742      1,299,364
                                                                                               
      14,122        MasTec, Inc.                            Common Stock Fund                          155,867        178,290
                                                                                               
        N/A         First Colony Life Insurance Company     Life Insurance Fund                        129,012         71,776
                                                                                                    -----------    -----------
                                                                                                   $ 5,003,364    $ 5,294,449
                                                                                                    ===========    ===========
</TABLE>




 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                                            Page 15 of 16
<PAGE>
 
THE MASTEC, INC.
401(K) RETIREMENT SAVINGS PLAN
ITEM 27d OF FORM 5500 - SCHEDULE OF REPORTABLE TRANSACTIONS*
for the year ended December 31, 1995

<TABLE>
<CAPTION>
                                                                                                    (f) Value of
                                                                                                       Assets on
                                                           (c) Purchase   (d) Selling  (e) Cost of    Transaction  (g) Net Gain
(a) Identity of Party Involved  (b) Description of Assets        Price         Price        Asset         Date        of (Loss)
       
<S>                             <C>                          <C>          <C>           <C>           <C>           <C>
ITT Hartford Life Insurance     Guaranteed Interest Contract                                                                  
        Company                     Purchases                $ 873,955    $        0     $        0      $ 873,955     $     0
                                    Sales                            0     1,026,775      1,026,792              0         (17)
      
First Fidelity New England      Income and Growth Fund                                                                   
        Securities                  Purchases                  325,698             0              0        325,698           0
                                    Sales                            0        70,858         69,845              0       1,013
                                                                                             
First Fidelity New England      Growth Opportunities Fund                                                                       
        Securities                  Purchases                  255,427             0              0        255,427           0
                                    Sales                            0       215,063        219,299              0      (4,236)
                                                                                                             
First Union National Bank       Fidelity Institutional Cash
                                  Domestic Portfolio #59
                                    Purchases                1,904,298             0              0      1,904,298           0
                                    Sales                            0     1,896,506      1,896,506              0           0
      
First Union National Bank       Fidelity Institutional Cash
                                  Domestic Portfolio #690
                                    Purchases                  457,403             0              0        457,403           0
                                    Sales                            0       497,408        497,408              0           0
                                                                                                             
                                                                                                             


*  Under  ERISA, a reportable transaction is defined as a transaction or  series
   of  transactions during the plan year that involves more than 5% of the  fair
   value of the plan assets at the beginning of the plan year.
   














                                                            Page 16 of 16





</TABLE>


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