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: Dwyer Robert J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-03	Common Stock	A	8474	$9.12	Acquired	8474	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option (right to buy)	$7.09	2014-11-01	Common Stock (20000)	20000	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 October 19, 2007,

F2: Formula stock option grant pursuant to MasTec, Inc. Amended and Restated 2003 Plan for Non-Employees for no cash consideration.

F3: Exempt stock option grant that vests over three years beginning twelve months after date of grant (11/01/2004). First year 33% vests. Second year an additional 33% vests. Third year remaining 34% vests.