MASTEC INC — Director's Dealing 2004

Jul 6, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASTEC INC (MTZ)
CIK: 0000015615
Period of Report: 2003-11-14

Reporting Person: MAS JOSE RAMON (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-11-14	Common Stock	A	401350	—	Acquired	588108	Direct
2004-01-09	Common Stock	A	249101	—	Acquired	837209	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	135500	Indirect
Common Stock	1114251	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Incentive Stock Option (right to buy)	$10.56	2008-08-22	Common Stock (18939)	0	Direct
Incentive Stock Option (right to buy)	$14.167	2006-06-03	Common Stock (22500)	0	Direct
Incentive Stock Option (right to buy)	$26.7917	2006-12-15	Common Stock (6438)	0	Direct
Incentive Stock Option (right to buy)	$7.74	2013-08-14	Common Stock (25838)	0	Direct
Non-Qualified Stock Option (right to buy)	$10.56	2008-08-22	Common Stock (106061)	0	Direct
Non-Qualified Stock Option (right to buy)	$14.0625	2007-03-17	Common Stock (22500)	0	Direct
Non-Qualified Stock Option (right to buy)	$14.0625	2007-12-29	Common Stock (15000)	0	Direct
Non-Qualified Stock Option (right to buy)	$25.5833	2006-12-10	Common Stock (21429)	0	Direct
Non-Qualified Stock Option (right to buy)	$26.7917	2006-12-15	Common Stock (8562)	0	Direct
Non-Qualified Stock Option (right to buy)	$7.74	2013-08-14	Common Stock (124162)	0	Direct

Footnotes

F1: Shares owned of record by the Jorge Mas Canosa Freedom Foundation, Inc., a Florida not-for-profit corporation (the "Freedom Foundation") of which Mr. Jose Ramon Mas is the Secretary. Mr. Jose Ramon Mas disclaims beneficial ownership of all shares owned by the Freedom Foundation.

F2: Shares owned of record by Jose Ramon Mas Holdings I Limited Partnership, a Texas limited partnership ("Jose Ramon Mas Holdings"). The sole general partner of Jose Ramon Mas Holdings is Jose Ramon Mas Holdings Corporation, a Texas corporation that is wholly-owned by Mr. Jose Ramon Mas.

F3: Exempt stock option granted under the MasTec, Inc. 1994 Stock Incentive Plan which vests over three years in equal installments of 33% per year beginning twelve months from the date of grant (08/22/2001).

F4: As of July 6, 2004 reporting person beneficially owns 371,429 stock options (right to buy).

F5: Stock Options fully vested and exercisable.

F6: Exempt stock option grant that vests over three years. First two years vesting is 33%. Third year vesting is 34%. Vesting begins twelve months after date of grant (08/14/2003).