As filed with the Securities and Exchange Commission on July 2, 1997
                                                Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         FORM S-8 REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                  MASTEC, INC.
             (Exact name of Registrant as specified in its charter)

                               Delaware 59-1259279
                (State or other jurisdiction of (I.R.S Employer
               incorporation or organization) Identification No.)


                              3155 N.W. 77th Avenue
                            Miami, Florida 33122-1205
   (Address, including zip code, of Registrant's principal executive offices)

                                  MASTEC, INC.
                    1997 ANNUAL INCENTIVE COMPENSATION PLAN
                            1994 STOCK INCENTIVE PLAN
                              (Full title of plan)

                              Jose M. Sariego, Esq.
                     Senior Vice President - General Counsel
                                  MasTec, Inc.
                              3155 N.W. 77th Avenue
                            Miami, Florida 33122-1205
                                 (305) 599-2314
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
<TABLE>
<CAPTION>

                                           CALCULATION OF REGISTRATION FEE

--------------------------------------- -------------------- -------------------- -------------------- --------------------
<S>                                     <C>                 <C>                   <C>                 <C>   
                                                             Proposed maximum     Proposed maximum
                                                             offering price       aggregate            Amount of
Title of securities to be registered    Amount to be         per share(2)         offering price(2)    registration
                                        registered                                                     fee
--------------------------------------- -------------------- -------------------- -------------------- --------------------
--------------------------------------- -------------------- -------------------- -------------------- ====================

            Common Stock                    2,300,000
          ($.10 par value)                  shares(1)         $45.875             $105,512,500        $31,974

--------------------------------------- -------------------- -------------------- -------------------- ====================
<FN>

     (1)    Pursuant to Rule 416(c), this Registration  Statement also covers an
            indeterminate  amount of interests to be offered or sold pursuant to
            the employee benefit plans described herein.

     (2)    Estimated  solely for the purpose of  calculating  the  registration
            fee,  pursuant  to Rule  457(c),  on the basis of the average of the
            high and low prices of the  Common  Stock,  $.10 par  value,  of the
            Registrant on the New York Stock Exchange on July 1, 1997.

</FN>
</TABLE>

<PAGE>



                 PART II. INFORMATION NOT REQUIRED IN PROSPECTUS


Item 3.  Incorporation of Documents by Reference.


         The following  documents,  previously filed by the Company and the Plan
with  the  Commission  pursuant  to the  Securities  Exchange  Act of 1934  (the
"Exchange Act"), are incorporated herein by reference:

         The Company's  Annual  Report on Form 10-K for the year ended  December
31, 1996,  including the portion of the Company's  Proxy  Statement for the 1997
Annual Meeting of Stockholders dated April 14, 1997 incorporated by reference in
the Form 10-K;

         The Company's Quarterly Report on Form 10-Q for the quarter ended March
         31, 1997;

         The Company's Current Report on Form 8-K dated May 21, 1997; and

         The  description  of the  Company's  Common  Stock  contained  in its  
         Registration  Statement  on Form  S-3 (Registration No. 333-11013).

         All  documents  and reports  filed by the Company  pursuant to Sections
13(a),  13(c),  14 or 15(d) of the Exchange Act,  subsequent to the date of this
Registration Statement and prior to the filing of a post-effective  amendment to
this  Registration  Statement that indicates that all securities  offered hereby
have been sold, or which deregisters all such securities remaining unsold, shall
be deemed to be incorporated by reference into this  Registration  Statement and
made a part hereof from the date any such document or report is filed.

Item 4.    Description of Securities.

         Not  applicable  because the class of securities to be offered is 
         registered  under Section 12 of the Securities Exchange Act of 1934.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Company's  Amended and Restated  Certificate of Incorporation  (the
"Certificate")  provides that the Company will  indemnify to the fullest  extent
authorized by the Delaware General Corporation Law (the "DGCL"), each person who
is involved in any litigation or other proceeding because the person is or was a
director or officer of the  Company,  against  all  expense,  loss or  liability
reasonably  incurred or  suffered in  connection  with the  litigation  or other
proceeding. The Company's By-laws provide that a director or officer may be paid
expenses   incurred  in  defending  any  proceeding  in  advance  of  its  final
disposition  upon receipt by the Company of an  undertaking,  by or on behalf of
the  director or officer,  to repay all amounts so advanced if it is  ultimately
determined that the director or officer is not entitled to indemnification.

         Section 145 of the DGCL permits a corporation to indemnify any director
or officer of the corporation  against  expenses  (including  attorney's  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with any action,  suit or proceeding brought by reason of the fact
that the person is or was a  director  or  officer  of the  corporation,  if the
person acted in good faith and in a manner that he or shee  reasonably  believed
to be in or not opposed to the best  interests  of the  corporation,  and,  with
respect to any  criminal  action or  proceeding,  if the person had no reason to
believe his conduct was unlawful.  In a derivative action, (i.e., one brought by
or on behalf of the corporation), indemnification may be made only for expenses,
actually and reasonably  incurred by any director or officer in connection  with
the defense or  settlement  of the action or suit,  if the person  acted in good
faith and in a manner that he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made if
the person has been adjudged to be liable to the corporation, unless and only to
the  extent  that the court in which the action or suit was  brought  determines
that the  defendant  is fairly and  reasonably  entitled  to  indemnity  for the
expenses despite the adjudication of liability.

         Pursuant to Section  102(b)(7) of the DGCL,  the Company's  Certificate
eliminates the liability of a director to the  corporation  or its  stockholders
for monetary  damages for a breach of fiduciary  duty as a director,  except for
liabilities arising (a) from any breach of the director's duty of loyalty to the
corporation or its stockholders, (b) from acts or omissions not in good faith or
which involve  intentional  misconduct or a knowing  violation of law, (c) under
Section 174 of the DGCL,  or (d) from any  transaction  from which the  director
derived an improper personal benefit.

         The Company has obtained primary and excess insurance policies insuring
the directors and officers of the Company and its  subsidiaries  against certain
liabilities  they may incur in their  capacity as directors and officers.  Under
these policies,  the insurer, on behalf of the Company, may also pay amounts for
which the Company has granted indemnification to the directors or officers.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits and Financial Statement Schedules.

         The  following  documents  are filed as exhibits  to this  registration
statement:

3.1      Certificate of Incorporation of the Company,  filed as Exhibit 3(i) to 
         the Company's  Registration  Statement on Form S-8 (File No. 33-55327) 
         and incorporated by reference herein.

3.2      By-laws of the Company,  filed as Exhibit 3.1 to the  Company's  Form 
         10-Q for the quarter  ended March 31, 1996 and incorporated by 
         reference herein.

5.1      Opinion of Jose M. Sariego, Senior Vice President and General Counsel.

23.1     Consent of Coopers & Lybrand L.L.P.

23.2     Consent of Jose M. Sariego, Senior Vice President and General Counsel
         (included in Exhibit 5.1 above).

24.1     Power of Attorney (included on Signature Page of Registration
         Statement).

Item 9.  Undertakings.

         The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  reports  pursuant to section 13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         The undersigned registrant further undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                   (i)To include any  material  information  with respect to the
                      plan  of  distribution  not  previously  disclosed  in the
                      registration  statement  or any  material  change  to such
                      information in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.




<PAGE>


                                SIGNATURES


         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Miami, State of Florida, on June 30, 1997.

                     MASTEC, INC.


                     /s/ Edwin D. Johnson
                     -------------------------------
                     Edwin D. Johnson
                     Senior Vice President - Chief Financial Officer
                     (Principal Financial and Accounting Officer)


         The  undersigned   directors  and  officers  of  MasTec,   Inc.  hereby
constitute  and appoint  Edwin D.  Johnson and Jose M.  Sariego and each of them
with full power to act without the other and with full power of substitution and
resubstitution, our true and lawful attorneys-in-fact with full power to execute
in our name and  behalf in the  capacities  indicated  below  this  Registration
Statement on Form S-8 and any and all  amendments  thereto and to file the same,
with all exhibits thereto and other documents in connection therewith,  with the
Securities  and Exchange  Commission and hereby ratify and confirm all that such
attorneys-in-fact,  or any of them, or their  substitutes  shall  lawfully do or
cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
<TABLE>
<CAPTION>

<S>     <C>    <C>    <C>    <C>    <C>    <C>
Signature                                    Title                                          Date


  /s/ Jorge Mas                            President and Chief Executive                  June 30, 1997
___________________________                Officer (Principal Executive Officer)
Jorge Mas

  /s/ Jorge L. Mas                                                                        June 30, 1997
___________________________                Chairman of the Board
Jorge L. Mas

  /s/ Eliot C. Abbott                                                                     June  30, 1997
___________________________                Director
Eliot C. Abbott

  /s/ Arthur B. Laffer                                                                    June 30, 1997
___________________________                Director
Arthur B. Laffer

  /s/ Jose S. Sorzano                                                                     June  30, 1997
___________________________                Director
Jose S. Sorzano

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15187}]
{"company-data": {"conformed-name": "MASTEC INC", "cik": "0000015615", "assigned-sic": "1623", "irs-number": "591259279", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30647", "film-number": "97635560"}, "business-address": {"street1": "3155 N W 77TH AVE", "city": "MIAMI", "state": "FL", "zip": "33122", "phone": "3055991800"}, "mail-address": {"street1": "3155 NW 77TH AVENUE", "street2": "SUITE 115", "city": "MIAMI", "state": "FL", "zip": "33122-1205"}, "former-company": {"former-conformed-name": "BURNUP & SIMS INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on July 2, 1997
                                                Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         FORM S-8 REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                  MASTEC, INC.
             (Exact name of Registrant as specified in its charter)

                               Delaware 59-1259279
                (State or other jurisdiction of (I.R.S Employer
               incorporation or organization) Identification No.)

                              3155 N.W. 77th Avenue
                            Miami, Florida 33122-1205
   (Address, including zip code, of Registrant's principal executive offices)

                                  MASTEC, INC.
                    1997 ANNUAL INCENTIVE COMPENSATION PLAN
                            1994 STOCK INCENTIVE PLAN
                              (Full title of plan)

                              Jose M. Sariego, Esq.
                     Senior Vice President - General Counsel
                                  MasTec, Inc.
                              3155 N.W. 77th Avenue
                            Miami, Florida 33122-1205
                                 (305) 599-2314
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

--------------------------------------- -------------------- -------------------- -------------------- --------------------
Proposed maximum     Proposed maximum
                                                             offering price       aggregate            Amount of
Title of securities to be registered    Amount to be         per share(2)         offering price(2)    registration
                                        registered                                                     fee
--------------------------------------- -------------------- -------------------- -------------------- --------------------
--------------------------------------- -------------------- -------------------- -------------------- ====================

            Common Stock                    2,300,000
          ($.10 par value)                  shares(1)         $45.875             $105,512,500        $31,974

--------------------------------------- -------------------- -------------------- -------------------- ====================
(1)    Pursuant to Rule 416(c), this Registration  Statement also covers an
            indeterminate  amount of interests to be offered or sold pursuant to
            the employee benefit plans described herein.

     (2)    Estimated  solely for the purpose of  calculating  the  registration
            fee,  pursuant  to Rule  457(c),  on the basis of the average of the
            high and low prices of the  Common  Stock,  $.10 par  value,  of the
            Registrant on the New York Stock Exchange on July 1, 1997.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference.

         The following  documents,  previously filed by the Company and the Plan
with  the  Commission  pursuant  to the  Securities  Exchange  Act of 1934  (the
"Exchange Act"), are incorporated herein by reference:

         The Company's  Annual  Report on Form 10-K for the year ended  December
31, 1996,  including the portion of the Company's  Proxy  Statement for the 1997
Annual Meeting of Stockholders dated April 14, 1997 incorporated by reference in
the Form 10-K;

         The Company's Quarterly Report on Form 10-Q for the quarter ended March
         31, 1997;

         The Company's Current Report on Form 8-K dated May 21, 1997; and

         The  description  of the  Company's  Common  Stock  contained  in its  
         Registration  Statement  on Form  S-3 (Registration No. 333-11013).

         All  documents  and reports  filed by the Company  pursuant to Sections
13(a),  13(c),  14 or 15(d) of the Exchange Act,  subsequent to the date of this
Registration Statement and prior to the filing of a post-effective  amendment to
this  Registration  Statement that indicates that all securities  offered hereby
have been sold, or which deregisters all such securities remaining unsold, shall
be deemed to be incorporated by reference into this  Registration  Statement and
made a part hereof from the date any such document or report is filed.

Item 4.    Description of Securities.

         Not  applicable  because the class of securities to be offered is 
         registered  under Section 12 of the Securities Exchange Act of 1934.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Company's  Amended and Restated  Certificate of Incorporation  (the
"Certificate")  provides that the Company will  indemnify to the fullest  extent
authorized by the Delaware General Corporation Law (the "DGCL"), each person who
is involved in any litigation or other proceeding because the person is or was a
director or officer of the  Company,  against  all  expense,  loss or  liability
reasonably  incurred or  suffered in  connection  with the  litigation  or other
proceeding. The Company's By-laws provide that a director or officer may be paid
expenses   incurred  in  defending  any  proceeding  in  advance  of  its  final
disposition  upon receipt by the Company of an  undertaking,  by or on behalf of
the  director or officer,  to repay all amounts so advanced if it is  ultimately
determined that the director or officer is not entitled to indemnification.

         Section 145 of the DGCL permits a corporation to indemnify any director
or officer of the corporation  against  expenses  (including  attorney's  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with any action,  suit or proceeding brought by reason of the fact
that the person is or was a  director  or  officer  of the  corporation,  if the
person acted in good faith and in a manner that he or shee  reasonably  believed
to be in or not opposed to the best  interests  of the  corporation,  and,  with
respect to any  criminal  action or  proceeding,  if the person had no reason to
believe his conduct was unlawful.  In a derivative action, (i.e., one brought by
or on behalf of the corporation), indemnification may be made only for expenses,
actually and reasonably  incurred by any director or officer in connection  with
the defense or  settlement  of the action or suit,  if the person  acted in good
faith and in a manner that he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made if
the person has been adjudged to be liable to the corporation, unless and only to
the  extent  that the court in which the action or suit was  brought  determines
that the  defendant  is fairly and  reasonably  entitled  to  indemnity  for the
expenses despite the adjudication of liability.

         Pursuant to Section  102(b)(7) of the DGCL,  the Company's  Certificate
eliminates the liability of a director to the  corporation  or its  stockholders
for monetary  damages for a breach of fiduciary  duty as a director,  except for
liabilities arising (a) from any breach of the director's duty of loyalty to the
corporation or its stockholders, (b) from acts or omissions not in good faith or
which involve  intentional  misconduct or a knowing  violation of law, (c) under
Section 174 of the DGCL,  or (d) from any  transaction  from which the  director
derived an improper personal benefit.

         The Company has obtained primary and excess insurance policies insuring
the directors and officers of the Company and its  subsidiaries  against certain
liabilities  they may incur in their  capacity as directors and officers.  Under
these policies,  the insurer, on behalf of the Company, may also pay amounts for
which the Company has granted indemnification to the directors or officers.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits and Financial Statement Schedules.

         The  following  documents  are filed as exhibits  to this  registration
statement:

3.1      Certificate of Incorporation of the Company,  filed as Exhibit 3(i) to 
         the Company's  Registration  Statement on Form S-8 (File No. 33-55327) 
         and incorporated by reference herein.

3.2      By-laws of the Company,  filed as Exhibit 3.1 to the  Company's  Form 
         10-Q for the quarter  ended March 31, 1996 and incorporated by 
         reference herein.

5.1      Opinion of Jose M. Sariego, Senior Vice President and General Counsel.

23.1     Consent of Coopers & Lybrand L.L.P.

23.2     Consent of Jose M. Sariego, Senior Vice President and General Counsel
         (included in Exhibit 5.1 above).

24.1     Power of Attorney (included on Signature Page of Registration
         Statement).

Item 9.  Undertakings.

         The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  reports  pursuant to section 13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         The undersigned registrant further undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                   (i)To include any  material  information  with respect to the
                      plan  of  distribution  not  previously  disclosed  in the
                      registration  statement  or any  material  change  to such
                      information in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Miami, State of Florida, on June 30, 1997.

                     MASTEC, INC.

                     /s/ Edwin D. Johnson
                     -------------------------------
                     Edwin D. Johnson
                     Senior Vice President - Chief Financial Officer
                     (Principal Financial and Accounting Officer)

         The  undersigned   directors  and  officers  of  MasTec,   Inc.  hereby
constitute  and appoint  Edwin D.  Johnson and Jose M.  Sariego and each of them
with full power to act without the other and with full power of substitution and
resubstitution, our true and lawful attorneys-in-fact with full power to execute
in our name and  behalf in the  capacities  indicated  below  this  Registration
Statement on Form S-8 and any and all  amendments  thereto and to file the same,
with all exhibits thereto and other documents in connection therewith,  with the
Securities  and Exchange  Commission and hereby ratify and confirm all that such
attorneys-in-fact,  or any of them, or their  substitutes  shall  lawfully do or
cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                    Title                                          Date

  /s/ Jorge Mas                            President and Chief Executive                  June 30, 1997
___________________________                Officer (Principal Executive Officer)
Jorge Mas

  /s/ Jorge L. Mas                                                                        June 30, 1997
___________________________                Chairman of the Board
Jorge L. Mas

  /s/ Eliot C. Abbott                                                                     June  30, 1997
___________________________                Director
Eliot C. Abbott

  /s/ Arthur B. Laffer                                                                    June 30, 1997
___________________________                Director
Arthur B. Laffer

  /s/ Jose S. Sorzano                                                                     June  30, 1997
___________________________                Director
Jose S. Sorzano