SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549




                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 14 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


        Date of report (Date of earliest event reported) February 3, 1998



                                  MASTEC, INC.
                  ---------------------------------------------
               (Exact Name of Registrant as Specified in Charter)



            Delaware                0-3797                59-1259279

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  State of Other Jurisdiction     (Commission            (IRS Employer
      Of Incorporation)           File Number)        Identification No.)


    3155 N.W. 77th Avenue, Miami, Florida                33122-1205

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   Address of Principal Executive Offices)               (Zip Code)


       Registrant's telephone number, including area code: (305) 599-1800


                                       N/A

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          (Former Name or Former Address, if Changed Since Last Report)













                              Item 5. Other Events

         On February 3, 1998, MasTec, Inc. announced the sale of $200 million in
senior  subordinated notes due in 2008 with a coupon rate of 7 3/4 percent.  The
notes,  that were sold in a private  placement with  registration  rights,  will
yield a 7.77 percent  discount to investors.  The offering was increased  from
$150 million to take advantage of attractive interest rates and proceeds will be
used for general corporate purposes, including acquisitions, working capital and
capital expenditures.

         On February 6, 1998,  MasTec,  Inc.  announced the  acquisition of 
Phasecom Systems, Inc. of Toronto,  Canada, a telecommunications infrastructure
services provider in Ontario,  Alberta and Saskatchewan,  Canada and in Buffalo,
New York and New Orleans, Louisiana.

         The Company has issued press releases  announcing the foregoing events,
copies of which are  attached as exhibits  99.1 and 99.2 which are  incorporated
herein by reference.

                   Item 7. Financial Statements and Exhibits.

         (c)

99.1     Press release dated February 3, 1998.
99.2     Press release dated February 6, 1998.


                                   SIGNATURES

         Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.




    Date:  February 20, 1998.        /s/ Edwin D. Johnson





                                          ---------------------------------
                                          Edwin D. Johnson
                                          Senior Vice President-
                                          Chief Financial Officer
                                          (Principal Financial Officer
                                             and Authorized Officer)