MASTEC INC — Director's Dealing 2005

Feb 4, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASTEC INC (MTZ)
CIK: 0000015615
Period of Report: 2005-02-03

Reporting Person: JOHNSON JULIA L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-03	Common Stock	A	9941	$9.12	Acquired	9941	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option (right to buy)	$4.86	2013-06-02	Common Stock (7500)	7500	Direct
Non-Qualified Stock Option (right to buy)	$5.775	2012-02-06	Common Stock (45000)	45000	Direct
Non-Qualified Stock Option (right to buy)	$8.8	2014-12-01	Common Stock (7500)	7500	Direct
Non-Qualified Stock Option (right to buy)	$13.87	2013-12-16	Common Stock (30000)	30000	Direct

Footnotes

F1: These shares represent shares of restricted stock granted under the MasTec, Inc. 2003 Stock Incentive Plan for Non-Employees. These shares will vest 100% on July 1, 2007.

F2: Exempt stock option grant that vests over three years. First two years vest at 33% and third year vests at 34%. Vesting begins twelve months after date of grant (06/02/2003).

F3: Exempt stock option granted under the MasTec, Inc. 1994 Stock Incentive Plan which vests over three years in equal installments beginning 12 months from the date of grant (02-06-02).

F4: Formula stock option grant pursuant to MasTec, Inc. Amended and Restated 2003 Plan for Non-Employees for no cash consideration.

F5: Exempt stock option grant that vests over three years beginning twelve months after date of grant (12/01/2004). First year 33% vests. Second year an additional 33% vests. Third year remaining 34% vests.

F6: Exempt stock option grant that vests over three years. First two years vest at 33% and third year vests at 34%. Vesting begins twelve months after date of grant (12/16/2003).