As filed with the Securities and Exchange Commission on August 30, 1994
                     Registration Statement No. 33-_________.
   ______________________________________________________________________
                       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.)
8600 N.W. 36th Street
Miami, Florida                                      33166             
(Address of Principal Executive Offices)         (Zip Code)
                            ____________________
                                              
                              THE MASTEC, INC.
                       401(K) RETIREMENT SAVINGS PLAN
                          (Full Title of the Plan)
                            ____________________
                                                
             Carlos A. Valdes, Senior Vice President - Finance
                                MasTec, Inc.
                           8600 N.W. 36th Street
                            Miami, Florida 33166
                               (305) 599-1800
         (Name, Address and Telephone Number of Agent for Service)
                            ____________________
                                  COPY TO:
                          Darryl B. Deaktor, Esq.
                                White & Case
                        200 South Biscayne Boulevard
                         Miami, Florida 33131-2352
                               (305) 371-2700

                      CALCULATION OF REGISTRATION FEE

   Title of    Amount to be   Proposed    Proposed     Amount of 
  securities    registered    maximum     maximum     registration
     to be                    offering   aggregate         fee
  registered                 price per    offering
                             share (1)     price
 Common                (2)
 Stock, $.10    500,000      $8.3125    $4,156,250    $1,433.08    
 par value                                                     

(1)  Estimated solely for the purpose of calculating the registration fee.      
     Such estimate has been calculated pursuant to Rule 4 Securities Act 
     of 1933, as amended, based on the average of the high and low prices 
     of the Common Stock as reported on the NASDAQ/National Market System 
     on August 30, 1994.

(2)  Pursuant  to Rule 416(c) under the Securities Act of 1933, as amended,     
     this  Registration  Statement  also  covers an indeterminate amount of
     interests  to be offered or sold pursuant to the employee benefit plan
     described herein.
                                                              Page 1 of 31
<PAGE>
                                   PART II
                        INFORMATION REQUIRED IN THE
                           REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The  following  documents  filed with the Securities and Exchange
Commission  (the  "Commission") by the Registrant (File No. 0-3797) and the
Plan  pursuant  to  the  Securities  Exchange  Act of 1934, as amended (the
"Exchange  Act"), are hereby incorporated by reference in this Registration
Statement:

          1.   The  Registrant's  Annual  Report  on Form 10-K for the year
     ended December 31, 1993;

          2.   The  Plan's  Annual  Report  on Form 11-K for the year ended
     December 31, 1993;

          3.   The  Registrant's  Quarterly  Report  on  Form  10-Q for the
     quarter ended March 31, 1994;

          4.   The  Registrant's  Quarterly  Report  on  Form  10-Q for the
     quarter ended June 30, 1994;

          5.   The Registrant's Report on Form 8-K dated March 18, 1994;

          6.   The Registrant's Report on Form 8-K dated July 6, 1994; and

          7.   The  description  of the Registrant's Common Stock contained
     in  its  Registration  Statement  on  Form  8-A filed on June 20, 1969
     pursuant to Section 12 of the Exchange Act, including any amendment or
     report filed for the purpose of updating such description.

          All  documents  and  reports subsequently filed by the Registrant
and  the  Plan  pursuant  to  Sections  13(a),  13(c),  14 and 15(d) of the
Exchange  Act  prior  to  the  filing of a post-effective amendment to this
Registration  Statement  which 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 in this Registration
Statement and to be a part hereof from the date of filing of such documents
or reports.  

Item 4.   Description of Securities.

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

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

     As  permitted by Section 102(b)(7) of the Delaware General Corporation
Law  ("DGCL"),  the  Certificate  of  Incorporation  of  the  Registrant
("Certificate")  provides  that  a  director of the Registrant will have no
personal  liability  to  the  Registrant  or  its stockholders for monetary

                                                              Page 2 of 31
<PAGE>

damages  arising  from a breach or alleged breach of a director's fiduciary
duty  except  (i)  for  any breach of the director's duty of loyalty to the
Registrant  or  its  stockholders,  (ii)  for acts or omissions not in good
faith  or  which  involve  intentional misconduct or a knowing violation of
law,  (iii)  under  Section  174  of  the  DGCL  (relating to liability for
unauthorized  acquisition or redemption of, or dividends on, capital stock)
or  (iv)  for  any  transaction from which the director derived an improper
personal  benefit.    The effect of this provision of the Certificate is to
eliminate  the  rights  of  the  Registrant  and  its stockholders (through
stockholders'  derivative  suits  on  behalf  of the Registrant) to recover
monetary  damages  against  a  director  for  breach of fiduciary duty as a
director  (including breaches resulting from negligent or grossly negligent
behavior) except in the situations described above.

     The  Certificate  and  the  By-Laws of the Registrant provide that the
Registrant  will,  to  the  full  extent  available under the DGCL and in a
manner permitted by such law, indemnify any person made or threatened to be
made  a  party  to any action, suit or proceeding, whether civil, criminal,
administrative  or investigative, by reason of the fact that he is or was a
director  or  officer of the Company.  In addition, the Certificate permits
indemnification to the full extent under the DGCL of an employee, agent, or
an  individual  serving  at  the  request  of the Registrant as a director,
officer,  employee  or  agent  of,  or participant in, another corporation,
partnership,  joint venture, trust or other enterprise.  Section 145 of the
DGCL  authorizes  the  Registrant  to  indemnify  its  directors, officers,
employees  and  agents against liabilities incurred in connection with, and
related  expenses resulting from, any claim, action or suit brought against
any  such  person  as  a  result  of  his relationship with the Registrant,
provided  that  such person acted in good faith and in a manner such person
reasonably believed to be in, and not opposed to, the best interests of the
Registrant  in  connection  with  the  acts  or events on which such claim,
action or suit is based.  The finding of either civil or criminal liability
on  the  part  of such person in connection with such acts or events is not
necessarily  determinative  of  the question of whether such person has met
the  required  standard  of  conduct  and  is,  accordingly, entitled to be
indemnified.    The  right to indemnification is not exclusive of any other
rights  to  which  any person seeking indemnification may be entitled under
any  by-law,  agreement, vote of stockholders or disinterested directors or
otherwise, and continues as to a person who has ceased to be such director,
officer,  employee,  agent  or participant and inures to the benefit of the
heirs, executors and administrators of such person.  

     The  Registrant maintains a directors and officers liability insurance
policy  which  insures  such persons against liability for certain acts and
omissions  while  acting in their capacity as directors and officers of the
Registrant.  

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

     4(a) Amended  and  Restated  Certificate  of  Incorporation  of  the
          Registrant.

     4(b) By-Laws of the Registrant, as amended.
                                                              Page 3 of 31
<PAGE>

     5    Opinion of White & Case re:  legality.

       23(a)   Consent of Price Waterhouse, dated August 30, 1994.

       23(b)   Consent of Viciana and Shafer, dated August 30, 1994.

       23(c)   Consent of E.F. Alvarez & Company, dated August 30, 1994.

       23(d)   Consent  of  White  & Case (included in its opinion filed as
               Exhibit 5 to this Registration Statement).

     The Company undertakes that it has submitted the Plan, and will submit
the  recent  amendments  and any future amendments thereto, to the Internal
Revenue  Service  ("IRS")  in  a  timely  manner  and will make all changes
required by the IRS in order to qualify the Plan.

Item 9.   Undertakings.

     (a)  The Registrant hereby 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 prospectus required by Section 10(a)(3)
          of the Securities Act of 1933; 

                     (ii)  To reflect in the prospectus any facts or events
          arising  after  the effective date of this Registration Statement
          (or  the  most  recent  post-effective  amendment thereof) which,
          individually  or in the aggregate, represent a fundamental change
          in the information set forth in the Registration Statement; and

                    (iii)  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;

     provided,  however,  that  paragraphs  (a)(1)(i) and (a)(1)(ii) do not
     apply  if  the information required to be included in a post-effective
     amendment  by  those paragraphs is contained in periodic reports filed
     by  the  Registrant  pursuant to Section 13 or 15(d) of the Securities
     Exchange  Act  of  1934  that  are  incorporated  by  reference 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.

     (b)    The undersigned Registrant hereby undertakes that, for purposes
     of determining any liability under the Securities Act of 1933, each filing
                                                              Page 4 of 31
<PAGE>


of the Registrant's annual report pursuant to Section 13(a) or 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.

     (h)    Insofar  as  indemnification  for liabilities arising under the
Securities  Act of 1933 (the "Act") may be permitted to directors, officers
and  controlling  persons  of  the  Registrant  pursuant  to the provisions
described  in Item 6, 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 5 of 31
<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 Florida, on this
30th day of August, 1994.

                              MASTEC, INC.



                              By:  /s/ Jorge Mas
                                   __________________                     
                              Name:  Jorge Mas
                              Title: President and Chief Executive Officer







































                                                              Page 6 of 31
<PAGE>





          Pursuant  to the requirements of the Securities Act of 1933, this
Registration  Statement  has  been  signed  by the following persons in the
capacities indicated on August 30, 1994.

        Signatures                        Title




/s/ Jorge L. Mas              Chairman of the Board
________________________
(Jorge L. Mas)


/s/ Jorge Mas                 President, Chief Executive
________________________      Officer and Director
(Jorge Mas)


/s/ Carlos A. Valdes          Senior Vice President -
_______________________       Finance (Principal Financial
Carlos A. Valdes               Officer)


/s/ Carmen M. Sabater         Comptroller (Principal
_______________________       Accounting Officer)
Carmen M. Sabater


/s/ Eliot C. Abbott           Director
_______________________
(Eliot C. Abbott)


/s Samuel C. Hathorn,Jr.      Director
_______________________
(Samuel C. Hathorn)


/s/ Arthur B. Laffer          Director
_______________________
(Arthur B. Laffer)


/s/ William A. Morse          Director
________________________
(William A. Morse)






                                                              Page 7 of 31
<PAGE>

Pursuant  to  the  requirements  of the Securities Act of 1933, the
administrator of the Plan 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 August 30, 1994.

                              THE MASTEC, INC. 401(k) RETIREMENT SAVINGS
                              PLAN


                              By: /s/ Jose Rodriguez                    
                                  _______________________
                                 Jose Rodriguez













































                                                              Page 8 of 31
<PAGE>

                                 EXHIBIT INDEX


Exhibit No.                                                             Page No.

     4(a) Amended and Restated Certificate of Incorporation 
          of the Registrant.                                               10

     4(b) By-Laws of the Registrant, as amended.                           17

     5    Opinion of White & Case, counsel to the Registrant.              28

       23(a)   Consent of Price Waterhouse, dated August 30, 1994.         29

       23(b)   Consent of Viciana and Shafer, dated August 30, 1994.       30

       23(c)   Consent of E.F. Alvarez & Company, dated August 30, 1994.   31

       23(d)   Consent of White & Case (included in its opinion filed
          as Exhibit 5 to this Registration Statement).





































                                                              Page 9 of 31
<PAGE>

                          AMENDED AND RESTATED

                      CERTIFICATE OF INCORPORATION

                                   OF

                              MasTec, Inc.
                       (f/k/a Burnup & Sims Inc.)


                              INTRODUCTION

          This Amended and Restated Certificate of Incorporation was
proposed by the directors, and duly adopted by the stockholders, of
Mastec, Inc. (the "Corporation") in accordance with Section 245 of the
General Corporation Law of Delaware.  The Corporation was originally
incorporated under the name Burnup & Sims Inc. and its original
Certificate of Incorporation was filed on July 26, 1968, with the
Secretary of State of Delaware.


                                ARTICLE 8
                           Name of Corporation

          The name of the Corporation is MasTec, Inc.


                                ARTICLE 9

                   Registered Agent, Registered Office

          The name of the registered agent of the Corporation is The
Corporation Trust Company and the registered office of the Corporation
in the State of Delaware is located at:

               Corporation Trust Center
               1209 Orange Street
               Wilmington, Delaware  19801


                               ARTICLE 10
                       General Nature of Business

          The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of Delaware.


                               ARTICLE 11
                              Capital Stock

          The total number of shares of capital stock which the
Corporation shall have authority to issue is Fifty-Five Million
(55,000,000) shares, of which Fifty Million (50,000,000) shares of a par
value of Ten Cents ($.10) per share, amounting in the aggregate to Five
Million Dollars ($5,000,000), shall be common stock ("Common Stock"),

                                                              Page 10 of 31
<PAGE>

and Five Million (5,000,000) shares, of the par value of One Dollar
($1.00) per share, amounting in the aggregate to Five Million Dollars
($5,000,000), shall be preferred stock ("Preferred Stock").

                              Common Stock

          a.   Each share of Common Stock shall have one vote and,
except as provided in this Article IV or by resolution or resolutions
adopted by the Board of Directors providing for the issue of any series
of Preferred Stock or as otherwise provided by applicable law, the
exclusive voting power for all purposes shall be vested in the holders
of the Common Stock.

                   b.    Subject to applicable law and the preferences of the
Preferred Stock, dividends may be paid on the Common Stock at such time
and in such amounts as the Board of Directors may deem advisable.

          c.   The Board of Directors may retire any and all shares of
Common Stock that are issued but are not outstanding, including shares
of Common Stock purchased or otherwise reacquired by the Corporation,
and may reduce the capital of the Corporation in connection with the
retirement of such shares in the manner provided for under the General
Corporation Law of Delaware.

          d.   In the event of any liquidation, dissolution or winding
up of the Corporation, whether voluntary or involuntary, each holder of
Common Stock shall be entitled, after payment or provision for payment
of the debts and other liabilities of the Corporation and the amounts to
which the holders of the Preferred Stock shall be entitled, to share in
the remaining net assets of the Corporation on a pro-rata basis based on
the number of shares of Common Stock held by such holder and the total
number of shares of Common Stock then outstanding.

                             Preferred Stock

          e.   Authority is hereby expressly granted to the Board of
Directors to authorize the issuance from time to time of one or more
series of Preferred Stock and, with respect to each such series, to fix
by resolution or resolutions of the Board of Directors providing for the
issuance of such series:

               (i)  The number of shares of Preferred Stock which shall
          comprise such series and the distinctive designation thereof;

               (ii) The dividend rate or rates (which may be contingent
          upon the happening of certain events) on the shares of such
          series, the date or dates, if any, from which dividends shall
          accumulate, and the dates on which dividends, if declared,
          shall be payable;

               (iii)     Whether or not the shares of such series shall
          be redeemable, the limitations and restrictions with respect
          to such redemptions, the manner of selecting shares of such
          series for redemption if less than all shares are to be
          redeemed, and the amount, if any, in addition to any accrued
          dividends thereon which the holders of shares of such series
          shall be entitled to receive upon the redemption thereof,
                                                              Page 11 of 31
<PAGE>

          which amount may vary at different redemption dates and may be
          different with respect to shares redeemed through the
          operation of any retirement or sinking fund and with respect
          to shares otherwise redeemed;

               (iv) The amount which the holders of shares of such
          series shall be entitled to receive upon the liquidation,
          dissolution or winding up of the Corporation, which amount may
          vary at different dates and may vary depending on whether such
          liquidation, dissolution or winding up is voluntary or
          involuntary;

               (v)  Whether or not the shares of such series shall be
          subject to the operation of a purchase, retirement or sinking
          fund, and, if so, whether such retirement or sinking fund
          shall be cumulative or non-cumulative, the extent to and the
          manner in which such fund shall be applied to the purchase or
          redemption of the shares of such series for retirement or to
          other corporate purposes and the terms and provisions relative
          to the operation thereof;

               (vi) Whether or not the shares of such series shall be
          convertible into or exchangeable for shares of stock of any
          other class or classes, or of any other series of the same
          class, and if so convertible or exchangeable, the price or
          prices or the rate or rates of conversion or exchange and the
          method, if any, of adjusting the same;

               (vii)     The voting powers, if any, of such series; and

               (viii)    Any other designation, power, preference,
          right, qualification, limitation and restriction thereof as
          the Board of Directors may determine to be in the best
          interests of the Corporation.

                                 General

          f.   Subject to the provisions of law, the Corporation may
issue shares of its Common Stock or Preferred Stock, from time to time,
for such consideration (not less than the par value or stated value
thereof) as may be fixed by the Board of Directors, which is expressly
authorized to fix the same in its absolute and uncontrolled discretion,
subject as aforesaid.  Shares so issued, for which the consideration has
been paid or delivered to the Corporation, shall be deemed fully-paid
stock, and shall not be liable to any further call or assessments
thereon, and the holders of such shares shall not be liable for any
further payments in respect of such shares.

          g.   No holder of shares of stock of the Corporation of any
class now or hereafter authorized shall be entitled as such, as a matter
of right, to subscribe for or purchase any part of any new or additional
issue of stock of any class whatsoever, or of securities convertible
into or evidencing the right to purchase stock of any class whatsoever,
whether the stock be of the same class as may be held by such
stockholder, whether now or hereafter authorized, or whether issued for
cash or otherwise.

                                                              Page 12 of 31
<PAGE>

                               ARTICLE 12
                         Management of Business

          The following provisions are inserted for the management of
the business and for the conduct of the affairs of the Corporation, and
for further definition, limitation and regulation of the powers of the
Corporation and of its directors and stockholders:

          a.   The number of directors of the Corporation shall be such
as from time to time shall be fixed by, or in the manner provided in,
the By-Laws.

          b.   Election of directors need not be by ballot unless the
By-Laws so provide.

          c.   The Board of Directors shall have power to adopt, amend
or repeal the By-Laws of the Corporation.


                               ARTICLE 13
                   Approval of Mergers, Consolidations
                and Certain Other Corporate Transactions

          a.   Except as hereinafter set forth, the affirmative vote or
consent of the holders of 80% of all shares of stock of the Corporation
entitled to vote at an election of directors, considered for the
purposes of this Article VI as one class, shall be required (i) for the
adoption of any agreement for the merger or consolidation of the
Corporation with or into any other corporation, or (ii) to authorize any
sale or lease of all or any substantial part of the property and assets
of the Corporation to, or any sale or lease to the Corporation or any
subsidiary thereof in exchange for securities of the Corporation of any
property and assets (except property and assets having an aggregate fair
market value of less than $1,000,000) of, any other corporation, person
or other entity, if, in either case, as of the record date for the
determination of stockholders entitled to notice thereof and to vote
thereon or consent thereto such other corporation, person or entity is
the beneficial owner, directly or indirectly, of more than 10% of the
outstanding shares of stock of the Corporation entitled to vote in
elections of directors considered for the purposes of this Article VI as
one class.  Such affirmative vote or consent shall be in addition to the
vote or consent of the holders of the stock of the Corporation otherwise
required by law or any agreement between the Corporation and any
national securities exchange.

          b.   For the purposes of this Article VI, (i) any corporation,
person or other entity shall be deemed to be the beneficial owner of any
shares of stock of the Corporation (x) which it has the right to acquire
pursuant to any agreement or arrangement, or upon exercise of conversion
rights, warrants or options, or otherwise or (y) which are beneficially
owned, directly or indirectly (including shares deemed owned through
application of clause (x) above), by any other corporation, person or
entity with which it or its "affiliate" or "associate" (as defined
below) has any agreement, arrangement or understanding for the purpose
of acquiring, holding, voting or disposing of stock of the Corporation,
or which is its "affiliate" or "associate" as those terms are defined in
Rule 12b-2 of the General Rules and Regulations under the Securities
                                                              Page 13 of 31
<PAGE>

Exchange Act of 1934 as in effect on June 1, 1970, and (ii) the
outstanding shares of any class of stock of the Corporation shall
include shares deemed owned through application of clauses (x) and (y)
above but shall not include any other shares which may be issuable
pursuant to any agreement, or upon exercise of conversion rights,
warrants or options, or otherwise.

          c.   The Board of Directors shall have the power and duty to
determine for the purposes of this Article VI, on the basis of
information known to the Corporation, whether (i) such other
corporation, person or other entity beneficially owns more than 10% of
the outstanding shares of stock of the Corporation entitled to vote at
an election of directors, (ii) a corporation, person, or entity is an
"affiliate" or "associate" (as defined above) of another, (iii) the
property and assets being acquired by the Corporation, or any subsidiary
thereof, have an aggregate fair market value of less than $1,000,000 and
(iv) the memorandum of understanding referred to below is substantially
consistent with the transaction covered thereby.  Any such determination
shall be conclusive and binding for the purposes of this Article VI.

          d.   The provisions of this Article VI shall not be applicable
to (i) any merger or consolidation of the Corporation with or into any
other corporation, or any sale or lease of all or any substantial part
of the property and assets of the Corporation to, or any sale or lease
to the Corporation or any subsidiary thereof in exchange for securities
of the Corporation of any property and assets of, any corporation if the
Board of Directors of the Corporation shall by resolution have approved
a memorandum of understanding with such other corporation with respect
to and substantially consistent with such transaction prior to the time
that such other corporation shall have become a holder of more than 10%
of the outstanding shares of stock of the Corporation entitled to vote
in elections of directors or (ii) any merger or consolidation of the
Corporation with, or any sale or lease to the Corporation or any
subsidiary thereof of any of the property and assets of any corporation
of which a majority of the outstanding shares of all classes of stock
entitled to vote in the elections of directors is owned of record or
beneficially by the Corporation and/or any one or more of its
subsidiaries.  



                               ARTICLE 14
                         Liability of Directors

          No director of the Corporation shall have personal liability
to the Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director except (i) for any breach of such
director's duty of loyalty to the Corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
General Corporation Law of Delaware or (iv) for any transaction from
which such director derives an improper personal benefit.




                                                              
                                                              Page 14 of 31
<PAGE>
                                ARTICLE 15
                                Indemnity

     The Corporation shall indemnify, to the full extent that it
shall have power under applicable law to do so and in the manner
permitted by such law, any person made or threatened to be made a party
to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of
the fact that he is or was a director or officer of the Corporation. 
The Corporation may indemnify, to the full extent it shall have power
under applicable law to do so and in a manner permitted by such law, any
person made or threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was
an employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of,
or participant in, another corporation, partnership, joint venture,
trust or other enterprise.  The indemnification provided by this Article
VIII shall not be deemed exclusive of any other rights to which any
person seeking indemnification may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another
capacity while holding such office, and shall continue as to a person
who has ceased to be such director, officer, employee, agent or
participant and shall inure to the benefit of the heirs, executors and
administrators of such a person.

                               ARTICLE 16
                                Insurance

     The Corporation may purchase and maintain insurance on behalf of any 
person who is or was a director, officer, employee or agent of the Corporation, 
or is or was serving at the request of the Corporation as a director, officer, 
employee or agent of, or participant in, another corporation, partnership, 
joint venture, trust and other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as 
such, whether or not the Corporation would have the power to indemnify him 
against such liability under the provisions of Article VIII or otherwise.

                               ARTICLE 17
                                Amendment

          a.   The Corporation reserves the right to amend, alter, change or 
repeal any provision contained in this Certificate of Incorporation in the 
manner now or hereafter prescribed by law, and all rights conferred upon 
stockholders herein are subject to this reservation.

          b.   Notwithstanding any other provision of this Certificate of 
Incorporation or the By-laws of the Corporation (and in addition to any other 
vote that may be required by statute, stock exchange regulations, this 
Certificate of Incorporation or the By-laws of the Corporation), the vote of the
holders of 80% of all shares of stock of the Corporation entitled to vote at an 
election of directors (considered for this purpose as one class) shall be 
required to amend, alter, change, or repeal Section 1 of Article II of the 
By-laws of the Corporation, or Article VI or this Paragraph 2 of Article X of 
this Amended and Restated Certificate of Incorporation. 
                                                              
                                                              
                                                              Page 15 of 31
<PAGE>


          IN WITNESS WHEREOF, I have hereunto set my hand and seal the
11th day of March, 1994.



Attest:
                         
/s/  Nancy J. Damon              /s/ Jorge Mas                         
_______________________       _____________________________
Secretary                      President













































                                                              
                                                              Page 16 of 31
<PAGE>

                                 BY-LAWS

                                   OF

                            BURNUP & SIMS INC.


                               ARTICLE 18

                              STOCKHOLDERS


          Section a.  Annual Meeting.  The annual meeting of the
stockholders of the Corporation shall be held, either within or without
the State of Delaware on the fourth Tuesday in August of each year, or
on such other date as the Board of Directors may determine, and at such
place and at such time as the Board of Directors may determine.  The
annual meeting of stockholders shall be held for the election of
directors of the Corporation and for any other proper business as may
properly come before the meeting.
         
         Section b.  Special Meeting.  Special Meetings of the
stockholders may be called by the Board of Directors or by the
President, and shall be called by the President or by the Secretary upon
the written request of the holders of record of at least twenty-five per
cent (25%) of the shares of stock of the Corporation, issued and
outstanding and entitled to vote, at such times and at such place either
within or without the State of Delaware as may be stated in the call or
in a waiver of notice thereof. 

          Section c.  Notice of Meetings.  Notice of the time, place and
purpose of every meeting of stockholders shall be delivered personally
or mailed not less than ten days nor more than fifty days previous
thereto to each stockholder of record entitled to vote, at his post
office address appearing upon the records of the Corporation or at such
other address as shall be furnished in writing by him to the Corporation
for such purpose.  Such further notice shall be given as may be required
by law or by these By-Laws.  Any meeting may be held without notice if
all stockholders entitled to vote are present in person or by proxy, or
if notice is waived in writing, either before or after the meeting, by
those not present.

          Section d.  Quorum.  The holders of record of at least a
majority of the shares of the stock of the Corporation, issued and
outstanding and entitled to vote, present in person or by proxy, shall,
except as otherwise provided by law or by these By-Laws, constitute a
quorum at all meetings of the stockholders; if there be no such quorum,
the holders of a majority of such shares so present or represented may
adjourn the meeting from time to time until a quorum shall have been
obtained.






                                                              
                                                              Page 17 of 31
<PAGE>
         Section e.  Organization of Meetings.  Meetings of the stockholders 
shall be presided over by the Chairman of the Board, if there be one, or if he 
is not present, by the President, or if he is not present, by a chairman to be 
chosen at the meeting.  The Secretary of the Corporation, or in his/her absence 
an Assistant Secretary, shall act as Secretary of the meeting, if present. 
Section f.  Voting.  At each meeting of stockholders, except as otherwise 
provided by statute or the Certificate of Incorporation, every holder of record 
of stock entitled to vote shall be entitled to one vote in person or by proxy 
for each share of such stock standing in his name on the records of the 
Corporation. Elections of directors shall be determined by a plurality of the 
votes cast thereat and, except as otherwise provided by statute, the 
Certificate of Incorporation, or these By-Laws, all other action shall be 
determined by a majority of the votes cast at such meeting.  Each proxy to vote 
shall be in writing and signed by the stockholder or by his duly authorized 
attorney.

          At all elections of directors, the voting shall be by ballot
or in such other manner as may be determined by the stockholders present
in person or by proxy entitled to vote at such election.  With respect
to any other matter presented to the stockholders for their
consideration at a meeting, any stockholder entitled to vote may, on any
question, demand a vote by ballot.  

          A complete list of the stockholders entitled to vote at each
such meeting, arranged in alphabetical order, with the address of each,
and the number of shares registered in the name of each stockholder,
shall be prepared by the Secretary and shall be open to the examination
of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or,
if not so specified, at the place where the meeting is to be held.  The
list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

          Section g.  Inspectors of Election.  The Board of Directors in
advance of any meeting of stockholders may appoint one or more
Inspectors of Election to act at the meeting or any adjournment thereof. 
If Inspectors of Election are not so appointed, the chairman of the
meeting may, and on the request of any stockholder entitled to vote
shall, appoint one or more Inspectors of Election.  Each Inspector of
Election, before entering upon the discharge of his duties, shall take
and sign an oath faithfully to execute the duties of Inspector of
Election at such meeting with strict impartiality and according to the
best of his ability.  If appointed, Inspectors of Election shall take
charge of the polls and, when the vote is completed, shall make a
certificate of the result of the vote taken and of such other facts as
may be required by law.

          Section 8.  Action by Consent.  Any action required or
permitted to be taken at any meeting of stockholders may be taken
without a meeting, if, prior to such action, a written consent or
consents thereto, setting forth such action, is signed by the holders of
record of all of the shares of the stock of the Corporation, issued and
outstanding and entitled to vote.

                                                              
                                                              Page 18 of 31
<PAGE>

                               ARTICLE 19

                                DIRECTORS

          Section a.  Number, Quorum, Term, Vacancies,  Removal.  The
Board of Directors of the Corporation shall consist of seven persons. 
The number of directors may be changed by a resolution passed by a
majority of the whole Board or by a vote of the holders of record of at
least a majority of the shares of stock of the Corporation, issued and
outstanding and entitled to vote.

          A majority of the members of the Board of Directors then
holding office (but not less than one-third of the total number of
directors nor less than two directors) shall constitute a quorum for the
transaction of business, but if at any meeting of the Board there shall
be less than a quorum present, a majority of those present may adjourn
the meeting from time to time until a quorum shall have been obtained.

          The Board of Directors shall be divided into three classes
which shall be denominated Class I, Class II and Class III,
respectively, and whose members shall be as nearly equal in number as
may be possible, to serve for the following terms and until their
successors shall have been elected and shall have been qualified and
unless sooner displaced or removed: Class I, to be initially comprised
of two Directors and initially to serve from July 28, 1970 until the
Annual Meeting of the Company's Stockholders in 1971; Class II to be
initially comprised of two Directors and initially to serve from July
28, 1970 until the Annual Meeting of the Company's Stockholders in 1972;
and Class III, to be initially comprised of three Directors and
initially to serve from July 28, 1970 until the Annual Meeting of the
Company's Stockholders in 1973.  Thereafter, at each subsequent Annual
Meeting of Stockholders the successors to the Class of Directors whose
term shall then expire shall be elected to hold office for a term
expiring at the third succeeding Annual Meeting.  

          Notwithstanding the foregoing, whenever the holders of any
series of Series Preferred Stock shall be entitled, voting separately as
a Class, to elect Directors, the terms of all Directors elected by such
holders shall expire at the next succeeding Annual Meeting of
Stockholders.

          Whenever any vacancy shall have occurred in the Board of
Directors by reason of death, resignation, or otherwise, other than
removal of a Director without cause by a vote of the stockholders, it
shall be filled by a majority of the remaining directors, though less
than a quorum (except as otherwise provided by law), or by the
stockholders, and the person so chosen shall hold office until the next
annual election and until his successor is duly elected and has
qualified.







                                                              
                                                              Page 19 of 31
<PAGE>

          Any one or more of the Directors of the Corporation may be
removed with or without cause at any time by the affirmative vote or
consent of the holders of four-fifths (4/5ths) of all classes of stock
of the Corporation entitled to vote in elections of Directors,
considered for purposes of this paragraph as one class, and thereupon
the term of the Director or Directors who shall have been so removed
shall forthwith terminate and there shall be a vacancy or vacancies in
the Board of Directors, to be filled by a vote of the stockholders as
provided in these By-Laws; provided, however, that the Board of
Directors by majority vote of the entire Board shall have the power to
remove for cause any director from the Board of Directors.  As used in
this paragraph, "entire Board" means the total number of directorships
then fixed.  Such affirmative vote or consent shall be in addition to
the vote or consent of the holders of the stock of the Corporation
otherwise required by law or any agreement between the Corporation and
any national securities exchange.

          Section b.  Meetings, Notice.  Meetings of the Board of
Directors shall be held at such place either within or without the State
of Delaware, as may from time to time be fixed by resolution of the
Board, or as may be specified in the call or in a waiver of notice
thereof.  Regular meetings of the Board of Directors shall be held at
such times as may from time to time be fixed by resolution of the Board,
and special meetings may be held at any time upon the call of two
directors, the Chairman of the Board, if one be elected, or the
President, by oral, telegraphic or written notice, duly served on or
sent or mailed to each director not less than two days before such
meeting.  A meeting of the Board may be held without notice immediately
after the annual meeting of stockholders at the same place at which such
meeting was held.  Notice need not be given of regular meetings of the
Board.  Any meeting may be held without notice, if all directors are
present, or if notice is waived in writing, either before or after the
meeting, by those not present.

          Section c.  Committees.  The Board of Directors may, in its
discretion, by resolution passed by a majority of the whole Board,
designate from among its members one or more committees which shall
consist of two or more directors.  The Board may designate one or more
directors as alternate members of any such committee, who may replace
any absent or disqualified member at any meeting of the committee.  Such
committees shall have and may exercise such powers as shall be conferred
or authorized by the resolution appointing them.  A majority of any such
committee may determine its action and fix the time and place of its
meetings, unless the Board of Directors shall otherwise provide.  The
Board shall have power at any time to change the membership of any such
committee, to fill vacancies in it, or to dissolve it.  

          Section d.  Action by Consent.  Any action required or
permitted to be taken at any meeting of the Board of Directors, or of
any committee thereof, may be taken without a meeting, if prior to such
action a written consent or consents thereto is signed by all members of
the Board, or of such committee as the case may be, and such written
consent or consents is filed with the minutes of proceedings of the
board or committee.  


                                                              
                                                              Page 20 of 31
<PAGE>

          Section e.  Compensation.  The Board of Directors may
determine, from time to time, the amount of compensation which shall be
paid to its members.  The Board of Directors shall also have power, in
its discretion, to allow a fixed sum and expenses for attendance at each
regular or special meeting of the Board, or of any committee of the
Board; in addition the Board of Directors shall also have power, in its
discretion to provide for and pay to directors rendering services to the
Corporation not ordinarily rendered by directors, as such, special
compensation appropriate to the value of such services, as determined by
the Board from time to time.


                               ARTICLE 20

                                OFFICERS

          Section a.  Title and Election.  The officers of the
Corporation, who shall be chosen by the Board of Directors at its first
meeting after each annual meeting of stockholders shall be a President,
a Treasurer and a Secretary.  The Board of Directors from time to time
may elect a Chairman of the Board, one or more Vice Presidents,
Assistant Secretaries, Assistant Treasurers and such other officers and
agents as it shall deem necessary, and may define their powers and
duties.  Any number of offices may be held by the same person.

          Section b.  Terms of Office.  The officers shall hold office
until their successors are chosen and qualify.

          Section c.  Removal.  Any officer may be removed, either with
or without cause, at any time, by the affirmative vote of a majority of
the Board of Directors.

          Section d.  Resignations.  Any officer may resign at any time
by giving written notice to the Board of Directors or to the Secretary. 
Such resignation shall take effect at the time specified therein, and,
unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

          Section e.  Vacancies.  If the office of any officer or agent
becomes vacant by reason of death, resignation, retirement,
disqualification, removal from office or otherwise, the directors may
choose a successor, who shall hold office for the unexpired term in
respect of which such vacancy occurred.

          Section f.  Chairman of the Board.  The Chairman of the Board
of Directors, if one be elected, shall preside at all meetings of the
Board of Directors and of the stockholders, and he shall have and
perform such other duties as from time to time may be assigned to him by
the Board of Directors.

          Section g.  President.  The President shall be the chief
executive officer of the Corporation and, in the absence of the
Chairman, shall preside at all meetings of the Board of Directors, and
of the stockholders.  He shall exercise the powers and perform the
duties usual to the chief executive officer and, subject to the control
of the Board of Directors, shall have general management and control of
                                                              
                                                              Page 21 of 31
<PAGE>

the affairs and business of the Corporation; he shall appoint and
discharge employees and agents of the Corporation (other than officers
elected by the Board of Directors) and fix their compensation; and he
shall see that all orders and resolutions of the Board of Directors are
carried into effect.  He shall have the power to execute bonds,
mortgages and other contracts, agreements and instruments of the
Corporation, and shall do and perform such other duties as from time to
time may be assigned to him by the Board of Directors.

          Section h.  Vice Presidents.  If chosen, the Vice Presidents,
in the order of their seniority, shall, in the absence or disability of
the President, exercise all of the powers and duties of the President. 
Such Vice Presidents shall have the power to execute bonds, notes,
mortgages and other contracts, agreements and instruments of the
Corporation, and shall do and perform such other duties incident to the
office of Vice President and as the Board of Directors, or the President
shall direct.  

          Section i.  Secretary.  The Secretary shall attend all
sessions of the Board and all meetings of the stockholders and record
all votes and the minutes of proceedings in a book to be kept for that
purpose.  He/She shall give, or cause to be given, notice of all
meetings of the stockholders and of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of
Directors.  The Secretary shall affix the corporate seal to any
instrument requiring it, and when so affixed, it shall be attested by
the signature of the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer who may affix the seal to any such
instrument in the event of the absence or disability of the Secretary. 
The Secretary shall have and be the custodian of the stock records and
all other books, records and papers of the Corporation (other than
financial) and shall see that all books, reports, statements,
certificates and other documents and records required by law are
properly kept and filed. 

          Section j.  Treasurer.  The Treasurer shall have the custody
of the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all monies, and other valuable effects in
the name and to the credit of the Corporation, in such depositories as
may be designated by the Board of Directors.  He/She shall disburse the
funds of the Corporation as may be ordered by the Board, taking proper
vouchers for such disbursements, and shall render to the directors
whenever they may require it, an account of all his transactions as
Treasurer and of the financial condition of the Corporation.

          Section k.  Duties of Officers May be Delegated. In case of
the absence or disability of any officer of the Corporation, or for any
other reason that the Board may deem sufficient, the Board may delegate
for the time being, the powers or duties, or any of them, of such
officer to any other officer, or to any director.

                                
                                
                                
                                
                                                              
                                                              Page 22 of 31
<PAGE>
                                
                                ARTICLE 21

                             INDEMNIFICATION

          Section a.  Actions by Others.  The Corporation (1) shall
indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason
of the fact that he is or was a director or an officer of the
Corporation and (2) except as otherwise required by Section 3 of this
Article, may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason
of the fact that he is or was an employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director,
officer, employee, agent of or participant in another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts actually and
reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
Corporation and with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.  The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had no reasonable
cause to believe that his conduct was unlawful.

          Section b.  Actions by or in the Right of the Corporation. 
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer,
employee, agent of or participant in another corporation, partnership,
joint venture, trust or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been or adjudged to be liable for
negligence or misconduct in the performance of his duty to the
Corporation unless and only to the extent that the Delaware Court of
Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which the
Delaware Court of Chancery or such other court shall deem proper.

                                                              
                                                              Page 23 of 31
<PAGE>

          Section c.  Successful Defense.  To the extent that a person
who is or was a director, officer, employee or agent of the Corporation
has been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in Section 1 or Section 2 of this
Article, or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.  

          Section d.  Specific Authorization.  Any indemnification under
Section 1 or Section 2 of this Article (unless ordered by a court) shall
be made by the Corporation only as authorized in the specific case upon
a determination that indemnification of the director, officer, employee
or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in said Sections 1 and 2.  Such
determination shall be made (1) by the Board of Directors by a majority
vote of quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable;
or, even if obtainable a quorum of disinterested directors so directs,
by independent legal counsel in a written opinion or (3) by the
stockholders.

          Section e.  Advance of Expenses.  Expenses incurred by any
person who may have a right of indemnification under this Article in
defending a civil or criminal action, suit or proceeding may be paid by
the Corporation in advance of the final disposition of such action, suit
or proceedings authorized by the Board of Directors in the specific case
upon receipt of an undertaking by or on behalf of the director, officer,
employee or agent to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation
pursuant to this Article.

          Section f.  Right of Indemnity Not Exclusive.  The
indemnification provided by this Article shall not be deemed exclusive
of any other rights to which those seeking indemnification may be
entitled under any by-laws, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office,
and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
         
         Section g.  Insurance.  The Corporation may purchase and
maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent
of or participant in another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify
him against such liability under the provisions of this Article, Section
145 of the General Corporation Law of the State of Delaware or
otherwise.

          Section h.  Invalidity of Any Provisions of this Article.  The
invalidity or unenforceability of any provision of this Article shall
not affect the validity or enforceability of the remaining provisions of
this Article.                                                 
                                                              Page 24 of 31
<PAGE>

                               ARTICLE 22

                              CAPITAL STOCK

          Section a.  Certificates.  The interest of each stockholder of
the Corporation shall be evidenced by certificates for shares of stock
in such form as the Board of Directors may from time to time prescribe. 
The certificates of stock shall be signed by the President or a Vice
President and by the Secretary, or the Treasurer, or an Assistant
Secretary, or an Assistant Treasurer, sealed with the seal of the
Corporation or a facsimile thereof, and countersigned and registered in
such manner, if any, as the Board of Directors may by resolution
prescribe.  Where any such certificate is countersigned by a transfer
agent other than the Corporation or its employee, or registered by a
registrar other than the Corporation or its employee, the signature of
any such officer may be a facsimile signature.  In case any officer or
officers who shall have signed, or whose facsimile signature or
signatures shall have been used on, any such certificate or certificates
shall cease to be such officer or officers of the Corporation, whether
because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the
Corporation and be issued and delivered as though the person or persons
who signed such certificate or certificates or whose facsimile signature
or signatures' shall have been used thereon had not ceased to be such
officer or officers' shall have been used thereon.

          Section b.  Transfer.  The shares of stock of the Corporation
shall be transferred only upon the books of the Corporation by the
holder thereof in person or by his attorney, upon surrender for
cancellation of certificates for the same number of shares, with an
assignment and power of transfer endorsed thereon or attached thereto,
duly executed, with such proof of the authenticity of the signature as
the Corporation or its agents may reasonably require.

          Section c.  Record Dates.  The Board of Directors may fix in
advance a date, not less than ten nor more than sixty days preceding the
date of any meeting of stockholders, or the date for the payment of any
dividend, or the date for the distribution or allotment of any rights,
or the date when any change, conversion or exchange of capital stock
shall go into effect, as a record date for the determination of the
stockholders entitled to notice of, and to vote at, any such meeting, or
entitled to receive payment of any such dividend, or to receive any
distribution or allotment of such rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock, and
in such case only such stockholders as shall be stockholders of record
on the date so fixed shall be entitled to such notice of, and to vote
at, such meeting, or to receive payment of such dividend, or to receive
such distribution or allotment or rights, or to exercise such rights, as
the case may be, notwithstanding any transfer of any stock on the books
of the Corporation after any such record date fixed as aforesaid.





                                                              
                                                              Page 25 of 31
<PAGE>

          Section d.  Lost Certificates.  In the event that any
certificates of stock are lost, stolen, destroyed or mutilated, the
Board of Directors may authorize the issuance of a new certificate of
the same tenor and for the same number of shares in lieu thereof.  The
Board may in its discretion, before the issuance of such new
certificate, require owner of the lost, stolen, destroyed or mutilated
certificate, or the legal representative of the owner to make an
affidavit or affirmation setting forth such facts as to the loss,
destruction or mutilation as it deems necessary, and to give the
Corporation a bond in such reasonable sum as it directs to indemnify the
Corporation.  

                               ARTICLE 23

                           CHECKS, NOTES, ETC.

          Section a.  Checks, Notes, Etc.  All checks and drafts on the
Corporation's bank accounts and all bills of exchange and promissory
notes, and all acceptances, obligations and other instruments for the
payment of money, may be signed by the President or any Vice President
and may also be signed by such other officer or officers, agent or
agents, as shall be thereunto authorized from time to time by the Board
of Directors. 

                               ARTICLE 24

                        MISCELLANEOUS PROVISIONS

          Section a.  Offices.  The registered office of the Corporation
shall be located at the office of the United States Corporation Company,
in the City of Dover, County of Kent, in the State of Delaware and said
corporation shall be the registered agent of this Corporation in charge
thereof.  The Corporation may have other offices either within or
without the State of Delaware at such places as shall be determined from
time to time by the Board of Directors or the business of the
Corporation may require.

          Section b.  Fiscal Year.  The fiscal and operating year of the
Corporation shall commence on May 1 and end on April 30 in each year.
Section c.  Corporate Seal.  The seal of the Corporation shall
be circular in form and contain the name of the Corporation, and the
year and state of its incorporation.  Such seal may be altered from time
to time at the discretion of the Board of Directors.  

          Section d.  Books.  There shall be kept at such office of the
Corporation as the Board of Directors shall determine, within or without
the State of Delaware, correct books and records of account of all its
business and transactions, minutes of the proceedings of its
stockholders, Board of Directors and committees, and the stock book,
containing the names and addresses of the stockholders, the number of
shares held by them, respectively, and the dates when they respectively
became the owners of record thereof, and in which the transfer of stock
shall be registered, and such other books and records as the Board of
Directors may from time to time determine.


                                                              
                                                              Page 26 of 31
<PAGE>

          Section e.  Voting of Stock.  Unless otherwise specifically
authorized by the Board of Directors, all stock owned by the
Corporation, other than stock of the Corporation, shall be voted, in
person or by proxy, by the President or any Vice President of the
Corporation on behalf of the Corporation.

          Section 6.  Nonapplicability of Section 607.109 of the Florida
General Corporation Act.  All of the provisions of Section 607.109 of
the Florida General Corporation Act (including, without limitation, the
provisions of Section 607.109(5) and 607.109(11), if applicable, do not
apply to control-share acquisitions of shares of the Corporation.


                               ARTICLE 25

                               AMENDMENTS

          Section a.  Amendments.  The vote of the holders of at least a
majority of the shares of stock of the Corporation, issued and
outstanding and entitled to vote, shall be necessary at any meeting of
stockholders to amend or repeal these By-Laws or to adopt new by-laws. 
These By-Laws may also be amended or repealed, or new by-laws adopted,
at any meeting of the Board of Directors by the vote of at least a
majority of the entire Board; provided that any by-law adopted by the
Board may be amended or repealed by the stockholders in the manner set
forth above.   Any proposal to amend or repeal these By-Laws or to adopt
new by-laws shall be stated in the notice of the meeting of the Board of
Directors or the stockholders, or in the waiver of notice thereof, as
the case may be, unless all of the directors or the holders of record of
all of the shares of stock of the Corporation, issued and outstanding
and entitled to vote, are present at such meeting.

























                                                              
                                                              Page 27 of 31
<PAGE>


                                                               Exhibit 5



                                                         August 30, 1994


MasTec, Inc.
8600 N.W. 36th Street
Miami, FL  33166
             
Dear Sirs:

We are familiar with the proceedings taken and proposed to be taken by MasTec, 
Inc., a Delaware corporation (the "Company"), and The Mastec, Inc. 401(k)
Retirement Savings Plan (the "Plan") in connection with the registration 
pursuant to the Registration Statement on Form S-8 (the "Registration 
Statement") filed with the Securities and Exchange Commission under the 
Securities Act of 1933, as amended, of 500,000 shares of its Common Stock,
$.10 par value, to be issued pursuant to The MasTec, Inc. 401(k) Retirement 
Savings Plan (the "Shares").

We have examined such documents, certificates, records, authorizations and 
proceedings and have made such investigations as we have deemed necessary or 
appropriate in order to give the opinion expressed herein.

Based on the foregoing, it is our opinion that the Shares have been duly 
authorized for issuance by the Company and, when issued and paid for as 
described in the Plan, will be validly issued, fully paid and nonassessable
shares of the common stock of the Company.

We hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement.

                                      Very truly yours,


                                      /s/ White & Case
                                      _______________________
















                                                              
                                                              Page 28 of 31
<PAGE>




                                                           Exhibit 23(a)



                          CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration 
Statement on Form S-8 of our report dated April 22, 1994 appearing on page 22 
of MasTec, Inc.'s Annual Report on Form 10-K for the year ended December 31, 
1993.

                                      Price Waterhouse LLP
                                      Miami, Florida
                                      August 30, 1994







































                                                              
                                                              Page 29 of 31
<PAGE>



                                                           Exhibit 23(b)



                          CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration 
Statement on Form S-8 of The MasTec, Inc. 401(K) Retirement Savings Plan our 
report dated June 15, 1993 relating to the financial statements of Church & 
Tower of Florida, Inc. and Church & Tower, Inc., which is included in the 
Annual Report on Form 10-K of MasTec, Inc. for the year ended December 31, 1993.

                                  VICIANA AND SHAFER
                                  Coral Gables, Florida
                                  August 30, 1994



















                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              Page 30 of 31
<PAGE>




                                                           Exhibit 23(c)


                          CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration 
Statement on Form S-8 of The MasTec, Inc. 401(K) Retirement Savings Plan our 
report dated March 15, 1993 relating to the financial statements of 9001 Joint 
Venture, which is included in the Annual Report on Form 10-K of MasTec, Inc. 
for the year ended December 31, 1993.

E.F. ALVAREZ & COMPANY
Miami, Florida
August 30, 1994






































                                                              Page 31 of 31
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 76495}]
{"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": "033-55327", "film-number": "94547684"}, "business-address": {"street1": "8600 NW 36TH STREET 8TH FLOOR", "city": "MIAMI", "state": "FL", "zip": "33166", "phone": "3055874512"}, "mail-address": {"street2": "8600 NW 36TH STREET 8TH FLOOR", "city": "MIAMI", "state": "FL", "zip": "33166"}, "former-company": {"former-conformed-name": "BURNUP & SIMS INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on August 30, 1994
                     Registration Statement No. 33-_________.
   ______________________________________________________________________
                       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.)
8600 N.W. 36th Street
Miami, Florida                                      33166             
(Address of Principal Executive Offices)         (Zip Code)
                            ____________________
                                              
                              THE MASTEC, INC.
                       401(K) RETIREMENT SAVINGS PLAN
                          (Full Title of the Plan)
                            ____________________
                                                
             Carlos A. Valdes, Senior Vice President - Finance
                                MasTec, Inc.
                           8600 N.W. 36th Street
                            Miami, Florida 33166
                               (305) 599-1800
         (Name, Address and Telephone Number of Agent for Service)
                            ____________________
                                  COPY TO:
                          Darryl B. Deaktor, Esq.
                                White & Case
                        200 South Biscayne Boulevard
                         Miami, Florida 33131-2352
                               (305) 371-2700

                      CALCULATION OF REGISTRATION FEE

   Title of    Amount to be   Proposed    Proposed     Amount of 
  securities    registered    maximum     maximum     registration
     to be                    offering   aggregate         fee
  registered                 price per    offering
                             share (1)     price
 Common                (2)
 Stock, $.10    500,000      $8.3125    $4,156,250    $1,433.08    
 par value                                                     

(1)  Estimated solely for the purpose of calculating the registration fee.      
     Such estimate has been calculated pursuant to Rule 4 Securities Act 
     of 1933, as amended, based on the average of the high and low prices 
     of the Common Stock as reported on the NASDAQ/National Market System 
     on August 30, 1994.

(2)  Pursuant  to Rule 416(c) under the Securities Act of 1933, as amended,     
     this  Registration  Statement  also  covers an indeterminate amount of
     interests  to be offered or sold pursuant to the employee benefit plan
     described herein.
                                                              Page 1 of 31
PART II
                        INFORMATION REQUIRED IN THE
                           REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The  following  documents  filed with the Securities and Exchange
Commission  (the  "Commission") by the Registrant (File No. 0-3797) and the
Plan  pursuant  to  the  Securities  Exchange  Act of 1934, as amended (the
"Exchange  Act"), are hereby incorporated by reference in this Registration
Statement:

          1.   The  Registrant's  Annual  Report  on Form 10-K for the year
     ended December 31, 1993;

          2.   The  Plan's  Annual  Report  on Form 11-K for the year ended
     December 31, 1993;

          3.   The  Registrant's  Quarterly  Report  on  Form  10-Q for the
     quarter ended March 31, 1994;

          4.   The  Registrant's  Quarterly  Report  on  Form  10-Q for the
     quarter ended June 30, 1994;

          5.   The Registrant's Report on Form 8-K dated March 18, 1994;

          6.   The Registrant's Report on Form 8-K dated July 6, 1994; and

          7.   The  description  of the Registrant's Common Stock contained
     in  its  Registration  Statement  on  Form  8-A filed on June 20, 1969
     pursuant to Section 12 of the Exchange Act, including any amendment or
     report filed for the purpose of updating such description.

          All  documents  and  reports subsequently filed by the Registrant
and  the  Plan  pursuant  to  Sections  13(a),  13(c),  14 and 15(d) of the
Exchange  Act  prior  to  the  filing of a post-effective amendment to this
Registration  Statement  which 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 in this Registration
Statement and to be a part hereof from the date of filing of such documents
or reports.  

Item 4.   Description of Securities.

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

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

     As  permitted by Section 102(b)(7) of the Delaware General Corporation
Law  ("DGCL"),  the  Certificate  of  Incorporation  of  the  Registrant
("Certificate")  provides  that  a  director of the Registrant will have no
personal  liability  to  the  Registrant  or  its stockholders for monetary

                                                              Page 2 of 31
damages  arising  from a breach or alleged breach of a director's fiduciary
duty  except  (i)  for  any breach of the director's duty of loyalty to the
Registrant  or  its  stockholders,  (ii)  for acts or omissions not in good
faith  or  which  involve  intentional misconduct or a knowing violation of
law,  (iii)  under  Section  174  of  the  DGCL  (relating to liability for
unauthorized  acquisition or redemption of, or dividends on, capital stock)
or  (iv)  for  any  transaction from which the director derived an improper
personal  benefit.    The effect of this provision of the Certificate is to
eliminate  the  rights  of  the  Registrant  and  its stockholders (through
stockholders'  derivative  suits  on  behalf  of the Registrant) to recover
monetary  damages  against  a  director  for  breach of fiduciary duty as a
director  (including breaches resulting from negligent or grossly negligent
behavior) except in the situations described above.

     The  Certificate  and  the  By-Laws of the Registrant provide that the
Registrant  will,  to  the  full  extent  available under the DGCL and in a
manner permitted by such law, indemnify any person made or threatened to be
made  a  party  to any action, suit or proceeding, whether civil, criminal,
administrative  or investigative, by reason of the fact that he is or was a
director  or  officer of the Company.  In addition, the Certificate permits
indemnification to the full extent under the DGCL of an employee, agent, or
an  individual  serving  at  the  request  of the Registrant as a director,
officer,  employee  or  agent  of,  or participant in, another corporation,
partnership,  joint venture, trust or other enterprise.  Section 145 of the
DGCL  authorizes  the  Registrant  to  indemnify  its  directors, officers,
employees  and  agents against liabilities incurred in connection with, and
related  expenses resulting from, any claim, action or suit brought against
any  such  person  as  a  result  of  his relationship with the Registrant,
provided  that  such person acted in good faith and in a manner such person
reasonably believed to be in, and not opposed to, the best interests of the
Registrant  in  connection  with  the  acts  or events on which such claim,
action or suit is based.  The finding of either civil or criminal liability
on  the  part  of such person in connection with such acts or events is not
necessarily  determinative  of  the question of whether such person has met
the  required  standard  of  conduct  and  is,  accordingly, entitled to be
indemnified.    The  right to indemnification is not exclusive of any other
rights  to  which  any person seeking indemnification may be entitled under
any  by-law,  agreement, vote of stockholders or disinterested directors or
otherwise, and continues as to a person who has ceased to be such director,
officer,  employee,  agent  or participant and inures to the benefit of the
heirs, executors and administrators of such person.  

     The  Registrant maintains a directors and officers liability insurance
policy  which  insures  such persons against liability for certain acts and
omissions  while  acting in their capacity as directors and officers of the
Registrant.  

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

     4(a) Amended  and  Restated  Certificate  of  Incorporation  of  the
          Registrant.

     4(b) By-Laws of the Registrant, as amended.
                                                              Page 3 of 31
5    Opinion of White & Case re:  legality.

       23(a)   Consent of Price Waterhouse, dated August 30, 1994.

       23(b)   Consent of Viciana and Shafer, dated August 30, 1994.

       23(c)   Consent of E.F. Alvarez & Company, dated August 30, 1994.

       23(d)   Consent  of  White  & Case (included in its opinion filed as
               Exhibit 5 to this Registration Statement).

     The Company undertakes that it has submitted the Plan, and will submit
the  recent  amendments  and any future amendments thereto, to the Internal
Revenue  Service  ("IRS")  in  a  timely  manner  and will make all changes
required by the IRS in order to qualify the Plan.

Item 9.   Undertakings.

     (a)  The Registrant hereby 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 prospectus required by Section 10(a)(3)
          of the Securities Act of 1933; 

                     (ii)  To reflect in the prospectus any facts or events
          arising  after  the effective date of this Registration Statement
          (or  the  most  recent  post-effective  amendment thereof) which,
          individually  or in the aggregate, represent a fundamental change
          in the information set forth in the Registration Statement; and

                    (iii)  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;

     provided,  however,  that  paragraphs  (a)(1)(i) and (a)(1)(ii) do not
     apply  if  the information required to be included in a post-effective
     amendment  by  those paragraphs is contained in periodic reports filed
     by  the  Registrant  pursuant to Section 13 or 15(d) of the Securities
     Exchange  Act  of  1934  that  are  incorporated  by  reference 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.

     (b)    The undersigned Registrant hereby undertakes that, for purposes
     of determining any liability under the Securities Act of 1933, each filing
                                                              Page 4 of 31
of the Registrant's annual report pursuant to Section 13(a) or 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.

     (h)    Insofar  as  indemnification  for liabilities arising under the
Securities  Act of 1933 (the "Act") may be permitted to directors, officers
and  controlling  persons  of  the  Registrant  pursuant  to the provisions
described  in Item 6, 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 5 of 31
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 Florida, on this
30th day of August, 1994.

                              MASTEC, INC.

                              By:  /s/ Jorge Mas
                                   __________________                     
                              Name:  Jorge Mas
                              Title: President and Chief Executive Officer

                                                              Page 6 of 31
Pursuant  to the requirements of the Securities Act of 1933, this
Registration  Statement  has  been  signed  by the following persons in the
capacities indicated on August 30, 1994.

        Signatures                        Title

/s/ Jorge L. Mas              Chairman of the Board
________________________
(Jorge L. Mas)

/s/ Jorge Mas                 President, Chief Executive
________________________      Officer and Director
(Jorge Mas)

/s/ Carlos A. Valdes          Senior Vice President -
_______________________       Finance (Principal Financial
Carlos A. Valdes               Officer)

/s/ Carmen M. Sabater         Comptroller (Principal
_______________________       Accounting Officer)
Carmen M. Sabater

/s/ Eliot C. Abbott           Director
_______________________
(Eliot C. Abbott)

/s Samuel C. Hathorn,Jr.      Director
_______________________
(Samuel C. Hathorn)

/s/ Arthur B. Laffer          Director
_______________________
(Arthur B. Laffer)

/s/ William A. Morse          Director
________________________
(William A. Morse)

                                                              Page 7 of 31
Pursuant  to  the  requirements  of the Securities Act of 1933, the
administrator of the Plan 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 August 30, 1994.

                              THE MASTEC, INC. 401(k) RETIREMENT SAVINGS
                              PLAN

                              By: /s/ Jose Rodriguez                    
                                  _______________________
                                 Jose Rodriguez

                                                              Page 8 of 31
EXHIBIT INDEX

Exhibit No.                                                             Page No.

     4(a) Amended and Restated Certificate of Incorporation 
          of the Registrant.                                               10

     4(b) By-Laws of the Registrant, as amended.                           17

     5    Opinion of White & Case, counsel to the Registrant.              28

       23(a)   Consent of Price Waterhouse, dated August 30, 1994.         29

       23(b)   Consent of Viciana and Shafer, dated August 30, 1994.       30

       23(c)   Consent of E.F. Alvarez & Company, dated August 30, 1994.   31

       23(d)   Consent of White & Case (included in its opinion filed
          as Exhibit 5 to this Registration Statement).

                                                              Page 9 of 31
AMENDED AND RESTATED

                      CERTIFICATE OF INCORPORATION

                                   OF

                              MasTec, Inc.
                       (f/k/a Burnup & Sims Inc.)

                              INTRODUCTION

          This Amended and Restated Certificate of Incorporation was
proposed by the directors, and duly adopted by the stockholders, of
Mastec, Inc. (the "Corporation") in accordance with Section 245 of the
General Corporation Law of Delaware.  The Corporation was originally
incorporated under the name Burnup & Sims Inc. and its original
Certificate of Incorporation was filed on July 26, 1968, with the
Secretary of State of Delaware.

                                ARTICLE 8
                           Name of Corporation

          The name of the Corporation is MasTec, Inc.

                                ARTICLE 9

                   Registered Agent, Registered Office

          The name of the registered agent of the Corporation is The
Corporation Trust Company and the registered office of the Corporation
in the State of Delaware is located at:

               Corporation Trust Center
               1209 Orange Street
               Wilmington, Delaware  19801

                               ARTICLE 10
                       General Nature of Business

          The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of Delaware.

                               ARTICLE 11
                              Capital Stock

          The total number of shares of capital stock which the
Corporation shall have authority to issue is Fifty-Five Million
(55,000,000) shares, of which Fifty Million (50,000,000) shares of a par
value of Ten Cents ($.10) per share, amounting in the aggregate to Five
Million Dollars ($5,000,000), shall be common stock ("Common Stock"),

                                                              Page 10 of 31
and Five Million (5,000,000) shares, of the par value of One Dollar
($1.00) per share, amounting in the aggregate to Five Million Dollars
($5,000,000), shall be preferred stock ("Preferred Stock").

                              Common Stock

          a.   Each share of Common Stock shall have one vote and,
except as provided in this Article IV or by resolution or resolutions
adopted by the Board of Directors providing for the issue of any series
of Preferred Stock or as otherwise provided by applicable law, the
exclusive voting power for all purposes shall be vested in the holders
of the Common Stock.

                   b.    Subject to applicable law and the preferences of the
Preferred Stock, dividends may be paid on the Common Stock at such time
and in such amounts as the Board of Directors may deem advisable.

          c.   The Board of Directors may retire any and all shares of
Common Stock that are issued but are not outstanding, including shares
of Common Stock purchased or otherwise reacquired by the Corporation,
and may reduce the capital of the Corporation in connection with the
retirement of such shares in the manner provided for under the General
Corporation Law of Delaware.

          d.   In the event of any liquidation, dissolution or winding
up of the Corporation, whether voluntary or involuntary, each holder of
Common Stock shall be entitled, after payment or provision for payment
of the debts and other liabilities of the Corporation and the amounts to
which the holders of the Preferred Stock shall be entitled, to share in
the remaining net assets of the Corporation on a pro-rata basis based on
the number of shares of Common Stock held by such holder and the total
number of shares of Common Stock then outstanding.

                             Preferred Stock

          e.   Authority is hereby expressly granted to the Board of
Directors to authorize the issuance from time to time of one or more
series of Preferred Stock and, with respect to each such series, to fix
by resolution or resolutions of the Board of Directors providing for the
issuance of such series:

               (i)  The number of shares of Preferred Stock which shall
          comprise such series and the distinctive designation thereof;

               (ii) The dividend rate or rates (which may be contingent
          upon the happening of certain events) on the shares of such
          series, the date or dates, if any, from which dividends shall
          accumulate, and the dates on which dividends, if declared,
          shall be payable;

               (iii)     Whether or not the shares of such series shall
          be redeemable, the limitations and restrictions with respect
          to such redemptions, the manner of selecting shares of such
          series for redemption if less than all shares are to be
          redeemed, and the amount, if any, in addition to any accrued
          dividends thereon which the holders of shares of such series
          shall be entitled to receive upon the redemption thereof,
                                                              Page 11 of 31
which amount may vary at different redemption dates and may be
          different with respect to shares redeemed through the
          operation of any retirement or sinking fund and with respect
          to shares otherwise redeemed;

               (iv) The amount which the holders of shares of such
          series shall be entitled to receive upon the liquidation,
          dissolution or winding up of the Corporation, which amount may
          vary at different dates and may vary depending on whether such
          liquidation, dissolution or winding up is voluntary or
          involuntary;

               (v)  Whether or not the shares of such series shall be
          subject to the operation of a purchase, retirement or sinking
          fund, and, if so, whether such retirement or sinking fund
          shall be cumulative or non-cumulative, the extent to and the
          manner in which such fund shall be applied to the purchase or
          redemption of the shares of such series for retirement or to
          other corporate purposes and the terms and provisions relative
          to the operation thereof;

               (vi) Whether or not the shares of such series shall be
          convertible into or exchangeable for shares of stock of any
          other class or classes, or of any other series of the same
          class, and if so convertible or exchangeable, the price or
          prices or the rate or rates of conversion or exchange and the
          method, if any, of adjusting the same;

               (vii)     The voting powers, if any, of such series; and

               (viii)    Any other designation, power, preference,
          right, qualification, limitation and restriction thereof as
          the Board of Directors may determine to be in the best
          interests of the Corporation.

                                 General

          f.   Subject to the provisions of law, the Corporation may
issue shares of its Common Stock or Preferred Stock, from time to time,
for such consideration (not less than the par value or stated value
thereof) as may be fixed by the Board of Directors, which is expressly
authorized to fix the same in its absolute and uncontrolled discretion,
subject as aforesaid.  Shares so issued, for which the consideration has
been paid or delivered to the Corporation, shall be deemed fully-paid
stock, and shall not be liable to any further call or assessments
thereon, and the holders of such shares shall not be liable for any
further payments in respect of such shares.

          g.   No holder of shares of stock of the Corporation of any
class now or hereafter authorized shall be entitled as such, as a matter
of right, to subscribe for or purchase any part of any new or additional
issue of stock of any class whatsoever, or of securities convertible
into or evidencing the right to purchase stock of any class whatsoever,
whether the stock be of the same class as may be held by such
stockholder, whether now or hereafter authorized, or whether issued for
cash or otherwise.

                                                              Page 12 of 31
ARTICLE 12
                         Management of Business

          The following provisions are inserted for the management of
the business and for the conduct of the affairs of the Corporation, and
for further definition, limitation and regulation of the powers of the
Corporation and of its directors and stockholders:

          a.   The number of directors of the Corporation shall be such
as from time to time shall be fixed by, or in the manner provided in,
the By-Laws.

          b.   Election of directors need not be by ballot unless the
By-Laws so provide.

          c.   The Board of Directors shall have power to adopt, amend
or repeal the By-Laws of the Corporation.

                               ARTICLE 13
                   Approval of Mergers, Consolidations
                and Certain Other Corporate Transactions

          a.   Except as hereinafter set forth, the affirmative vote or
consent of the holders of 80% of all shares of stock of the Corporation
entitled to vote at an election of directors, considered for the
purposes of this Article VI as one class, shall be required (i) for the
adoption of any agreement for the merger or consolidation of the
Corporation with or into any other corporation, or (ii) to authorize any
sale or lease of all or any substantial part of the property and assets
of the Corporation to, or any sale or lease to the Corporation or any
subsidiary thereof in exchange for securities of the Corporation of any
property and assets (except property and assets having an aggregate fair
market value of less than $1,000,000) of, any other corporation, person
or other entity, if, in either case, as of the record date for the
determination of stockholders entitled to notice thereof and to vote
thereon or consent thereto such other corporation, person or entity is
the beneficial owner, directly or indirectly, of more than 10% of the
outstanding shares of stock of the Corporation entitled to vote in
elections of directors considered for the purposes of this Article VI as
one class.  Such affirmative vote or consent shall be in addition to the
vote or consent of the holders of the stock of the Corporation otherwise
required by law or any agreement between the Corporation and any
national securities exchange.

          b.   For the purposes of this Article VI, (i) any corporation,
person or other entity shall be deemed to be the beneficial owner of any
shares of stock of the Corporation (x) which it has the right to acquire
pursuant to any agreement or arrangement, or upon exercise of conversion
rights, warrants or options, or otherwise or (y) which are beneficially
owned, directly or indirectly (including shares deemed owned through
application of clause (x) above), by any other corporation, person or
entity with which it or its "affiliate" or "associate" (as defined
below) has any agreement, arrangement or understanding for the purpose
of acquiring, holding, voting or disposing of stock of the Corporation,
or which is its "affiliate" or "associate" as those terms are defined in
Rule 12b-2 of the General Rules and Regulations under the Securities
                                                              Page 13 of 31
Exchange Act of 1934 as in effect on June 1, 1970, and (ii) the
outstanding shares of any class of stock of the Corporation shall
include shares deemed owned through application of clauses (x) and (y)
above but shall not include any other shares which may be issuable
pursuant to any agreement, or upon exercise of conversion rights,
warrants or options, or otherwise.

          c.   The Board of Directors shall have the power and duty to
determine for the purposes of this Article VI, on the basis of
information known to the Corporation, whether (i) such other
corporation, person or other entity beneficially owns more than 10% of
the outstanding shares of stock of the Corporation entitled to vote at
an election of directors, (ii) a corporation, person, or entity is an
"affiliate" or "associate" (as defined above) of another, (iii) the
property and assets being acquired by the Corporation, or any subsidiary
thereof, have an aggregate fair market value of less than $1,000,000 and
(iv) the memorandum of understanding referred to below is substantially
consistent with the transaction covered thereby.  Any such determination
shall be conclusive and binding for the purposes of this Article VI.

          d.   The provisions of this Article VI shall not be applicable
to (i) any merger or consolidation of the Corporation with or into any
other corporation, or any sale or lease of all or any substantial part
of the property and assets of the Corporation to, or any sale or lease
to the Corporation or any subsidiary thereof in exchange for securities
of the Corporation of any property and assets of, any corporation if the
Board of Directors of the Corporation shall by resolution have approved
a memorandum of understanding with such other corporation with respect
to and substantially consistent with such transaction prior to the time
that such other corporation shall have become a holder of more than 10%
of the outstanding shares of stock of the Corporation entitled to vote
in elections of directors or (ii) any merger or consolidation of the
Corporation with, or any sale or lease to the Corporation or any
subsidiary thereof of any of the property and assets of any corporation
of which a majority of the outstanding shares of all classes of stock
entitled to vote in the elections of directors is owned of record or
beneficially by the Corporation and/or any one or more of its
subsidiaries.  

                               ARTICLE 14
                         Liability of Directors

          No director of the Corporation shall have personal liability
to the Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director except (i) for any breach of such
director's duty of loyalty to the Corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
General Corporation Law of Delaware or (iv) for any transaction from
which such director derives an improper personal benefit.

                                                              
                                                              Page 14 of 31
ARTICLE 15
                                Indemnity

     The Corporation shall indemnify, to the full extent that it
shall have power under applicable law to do so and in the manner
permitted by such law, any person made or threatened to be made a party
to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of
the fact that he is or was a director or officer of the Corporation. 
The Corporation may indemnify, to the full extent it shall have power
under applicable law to do so and in a manner permitted by such law, any
person made or threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was
an employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of,
or participant in, another corporation, partnership, joint venture,
trust or other enterprise.  The indemnification provided by this Article
VIII shall not be deemed exclusive of any other rights to which any
person seeking indemnification may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another
capacity while holding such office, and shall continue as to a person
who has ceased to be such director, officer, employee, agent or
participant and shall inure to the benefit of the heirs, executors and
administrators of such a person.

                               ARTICLE 16
                                Insurance

     The Corporation may purchase and maintain insurance on behalf of any 
person who is or was a director, officer, employee or agent of the Corporation, 
or is or was serving at the request of the Corporation as a director, officer, 
employee or agent of, or participant in, another corporation, partnership, 
joint venture, trust and other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as 
such, whether or not the Corporation would have the power to indemnify him 
against such liability under the provisions of Article VIII or otherwise.

                               ARTICLE 17
                                Amendment

          a.   The Corporation reserves the right to amend, alter, change or 
repeal any provision contained in this Certificate of Incorporation in the 
manner now or hereafter prescribed by law, and all rights conferred upon 
stockholders herein are subject to this reservation.

          b.   Notwithstanding any other provision of this Certificate of 
Incorporation or the By-laws of the Corporation (and in addition to any other 
vote that may be required by statute, stock exchange regulations, this 
Certificate of Incorporation or the By-laws of the Corporation), the vote of the
holders of 80% of all shares of stock of the Corporation entitled to vote at an 
election of directors (considered for this purpose as one class) shall be 
required to amend, alter, change, or repeal Section 1 of Article II of the 
By-laws of the Corporation, or Article VI or this Paragraph 2 of Article X of 
this Amended and Restated Certificate of Incorporation. 
                                                              
                                                              
                                                              Page 15 of 31
IN WITNESS WHEREOF, I have hereunto set my hand and seal the
11th day of March, 1994.

Attest:
                         
/s/  Nancy J. Damon              /s/ Jorge Mas                         
_______________________       _____________________________
Secretary                      President

                                                              
                                                              Page 16 of 31
BY-LAWS

                                   OF

                            BURNUP & SIMS INC.

                               ARTICLE 18

                              STOCKHOLDERS

          Section a.  Annual Meeting.  The annual meeting of the
stockholders of the Corporation shall be held, either within or without
the State of Delaware on the fourth Tuesday in August of each year, or
on such other date as the Board of Directors may determine, and at such
place and at such time as the Board of Directors may determine.  The
annual meeting of stockholders shall be held for the election of
directors of the Corporation and for any other proper business as may
properly come before the meeting.
         
         Section b.  Special Meeting.  Special Meetings of the
stockholders may be called by the Board of Directors or by the
President, and shall be called by the President or by the Secretary upon
the written request of the holders of record of at least twenty-five per
cent (25%) of the shares of stock of the Corporation, issued and
outstanding and entitled to vote, at such times and at such place either
within or without the State of Delaware as may be stated in the call or
in a waiver of notice thereof. 

          Section c.  Notice of Meetings.  Notice of the time, place and
purpose of every meeting of stockholders shall be delivered personally
or mailed not less than ten days nor more than fifty days previous
thereto to each stockholder of record entitled to vote, at his post
office address appearing upon the records of the Corporation or at such
other address as shall be furnished in writing by him to the Corporation
for such purpose.  Such further notice shall be given as may be required
by law or by these By-Laws.  Any meeting may be held without notice if
all stockholders entitled to vote are present in person or by proxy, or
if notice is waived in writing, either before or after the meeting, by
those not present.

          Section d.  Quorum.  The holders of record of at least a
majority of the shares of the stock of the Corporation, issued and
outstanding and entitled to vote, present in person or by proxy, shall,
except as otherwise provided by law or by these By-Laws, constitute a
quorum at all meetings of the stockholders; if there be no such quorum,
the holders of a majority of such shares so present or represented may
adjourn the meeting from time to time until a quorum shall have been
obtained.

                                                              
                                                              Page 17 of 31
Section e.  Organization of Meetings.  Meetings of the stockholders 
shall be presided over by the Chairman of the Board, if there be one, or if he 
is not present, by the President, or if he is not present, by a chairman to be 
chosen at the meeting.  The Secretary of the Corporation, or in his/her absence 
an Assistant Secretary, shall act as Secretary of the meeting, if present. 
Section f.  Voting.  At each meeting of stockholders, except as otherwise 
provided by statute or the Certificate of Incorporation, every holder of record 
of stock entitled to vote shall be entitled to one vote in person or by proxy 
for each share of such stock standing in his name on the records of the 
Corporation. Elections of directors shall be determined by a plurality of the 
votes cast thereat and, except as otherwise provided by statute, the 
Certificate of Incorporation, or these By-Laws, all other action shall be 
determined by a majority of the votes cast at such meeting.  Each proxy to vote 
shall be in writing and signed by the stockholder or by his duly authorized 
attorney.

          At all elections of directors, the voting shall be by ballot
or in such other manner as may be determined by the stockholders present
in person or by proxy entitled to vote at such election.  With respect
to any other matter presented to the stockholders for their
consideration at a meeting, any stockholder entitled to vote may, on any
question, demand a vote by ballot.  

          A complete list of the stockholders entitled to vote at each
such meeting, arranged in alphabetical order, with the address of each,
and the number of shares registered in the name of each stockholder,
shall be prepared by the Secretary and shall be open to the examination
of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or,
if not so specified, at the place where the meeting is to be held.  The
list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

          Section g.  Inspectors of Election.  The Board of Directors in
advance of any meeting of stockholders may appoint one or more
Inspectors of Election to act at the meeting or any adjournment thereof. 
If Inspectors of Election are not so appointed, the chairman of the
meeting may, and on the request of any stockholder entitled to vote
shall, appoint one or more Inspectors of Election.  Each Inspector of
Election, before entering upon the discharge of his duties, shall take
and sign an oath faithfully to execute the duties of Inspector of
Election at such meeting with strict impartiality and according to the
best of his ability.  If appointed, Inspectors of Election shall take
charge of the polls and, when the vote is completed, shall make a
certificate of the result of the vote taken and of such other facts as
may be required by law.

          Section 8.  Action by Consent.  Any action required or
permitted to be taken at any meeting of stockholders may be taken
without a meeting, if, prior to such action, a written consent or
consents thereto, setting forth such action, is signed by the holders of
record of all of the shares of the stock of the Corporation, issued and
outstanding and entitled to vote.

                                                              
                                                              Page 18 of 31
ARTICLE 19

                                DIRECTORS

          Section a.  Number, Quorum, Term, Vacancies,  Removal.  The
Board of Directors of the Corporation shall consist of seven persons. 
The number of directors may be changed by a resolution passed by a
majority of the whole Board or by a vote of the holders of record of at
least a majority of the shares of stock of the Corporation, issued and
outstanding and entitled to vote.

          A majority of the members of the Board of Directors then
holding office (but not less than one-third of the total number of
directors nor less than two directors) shall constitute a quorum for the
transaction of business, but if at any meeting of the Board there shall
be less than a quorum present, a majority of those present may adjourn
the meeting from time to time until a quorum shall have been obtained.

          The Board of Directors shall be divided into three classes
which shall be denominated Class I, Class II and Class III,
respectively, and whose members shall be as nearly equal in number as
may be possible, to serve for the following terms and until their
successors shall have been elected and shall have been qualified and
unless sooner displaced or removed: Class I, to be initially comprised
of two Directors and initially to serve from July 28, 1970 until the
Annual Meeting of the Company's Stockholders in 1971; Class II to be
initially comprised of two Directors and initially to serve from July
28, 1970 until the Annual Meeting of the Company's Stockholders in 1972;
and Class III, to be initially comprised of three Directors and
initially to serve from July 28, 1970 until the Annual Meeting of the
Company's Stockholders in 1973.  Thereafter, at each subsequent Annual
Meeting of Stockholders the successors to the Class of Directors whose
term shall then expire shall be elected to hold office for a term
expiring at the third succeeding Annual Meeting.  

          Notwithstanding the foregoing, whenever the holders of any
series of Series Preferred Stock shall be entitled, voting separately as
a Class, to elect Directors, the terms of all Directors elected by such
holders shall expire at the next succeeding Annual Meeting of
Stockholders.

          Whenever any vacancy shall have occurred in the Board of
Directors by reason of death, resignation, or otherwise, other than
removal of a Director without cause by a vote of the stockholders, it
shall be filled by a majority of the remaining directors, though less
than a quorum (except as otherwise provided by law), or by the
stockholders, and the person so chosen shall hold office until the next
annual election and until his successor is duly elected and has
qualified.

                                                              
                                                              Page 19 of 31
Any one or more of the Directors of the Corporation may be
removed with or without cause at any time by the affirmative vote or
consent of the holders of four-fifths (4/5ths) of all classes of stock
of the Corporation entitled to vote in elections of Directors,
considered for purposes of this paragraph as one class, and thereupon
the term of the Director or Directors who shall have been so removed
shall forthwith terminate and there shall be a vacancy or vacancies in
the Board of Directors, to be filled by a vote of the stockholders as
provided in these By-Laws; provided, however, that the Board of
Directors by majority vote of the entire Board shall have the power to
remove for cause any director from the Board of Directors.  As used in
this paragraph, "entire Board" means the total number of directorships
then fixed.  Such affirmative vote or consent shall be in addition to
the vote or consent of the holders of the stock of the Corporation
otherwise required by law or any agreement between the Corporation and
any national securities exchange.

          Section b.  Meetings, Notice.  Meetings of the Board of
Directors shall be held at such place either within or without the State
of Delaware, as may from time to time be fixed by resolution of the
Board, or as may be specified in the call or in a waiver of notice
thereof.  Regular meetings of the Board of Directors shall be held at
such times as may from time to time be fixed by resolution of the Board,
and special meetings may be held at any time upon the call of two
directors, the Chairman of the Board, if one be elected, or the
President, by oral, telegraphic or written notice, duly served on or
sent or mailed to each director not less than two days before such
meeting.  A meeting of the Board may be held without notice immediately
after the annual meeting of stockholders at the same place at which such
meeting was held.  Notice need not be given of regular meetings of the
Board.  Any meeting may be held without notice, if all directors are
present, or if notice is waived in writing, either before or after the
meeting, by those not present.

          Section c.  Committees.  The Board of Directors may, in its
discretion, by resolution passed by a majority of the whole Board,
designate from among its members one or more committees which shall
consist of two or more directors.  The Board may designate one or more
directors as alternate members of any such committee, who may replace
any absent or disqualified member at any meeting of the committee.  Such
committees shall have and may exercise such powers as shall be conferred
or authorized by the resolution appointing them.  A majority of any such
committee may determine its action and fix the time and place of its
meetings, unless the Board of Directors shall otherwise provide.  The
Board shall have power at any time to change the membership of any such
committee, to fill vacancies in it, or to dissolve it.  

          Section d.  Action by Consent.  Any action required or
permitted to be taken at any meeting of the Board of Directors, or of
any committee thereof, may be taken without a meeting, if prior to such
action a written consent or consents thereto is signed by all members of
the Board, or of such committee as the case may be, and such written
consent or consents is filed with the minutes of proceedings of the
board or committee.  

                                                              
                                                              Page 20 of 31
Section e.  Compensation.  The Board of Directors may
determine, from time to time, the amount of compensation which shall be
paid to its members.  The Board of Directors shall also have power, in
its discretion, to allow a fixed sum and expenses for attendance at each
regular or special meeting of the Board, or of any committee of the
Board; in addition the Board of Directors shall also have power, in its
discretion to provide for and pay to directors rendering services to the
Corporation not ordinarily rendered by directors, as such, special
compensation appropriate to the value of such services, as determined by
the Board from time to time.

                               ARTICLE 20

                                OFFICERS

          Section a.  Title and Election.  The officers of the
Corporation, who shall be chosen by the Board of Directors at its first
meeting after each annual meeting of stockholders shall be a President,
a Treasurer and a Secretary.  The Board of Directors from time to time
may elect a Chairman of the Board, one or more Vice Presidents,
Assistant Secretaries, Assistant Treasurers and such other officers and
agents as it shall deem necessary, and may define their powers and
duties.  Any number of offices may be held by the same person.

          Section b.  Terms of Office.  The officers shall hold office
until their successors are chosen and qualify.

          Section c.  Removal.  Any officer may be removed, either with
or without cause, at any time, by the affirmative vote of a majority of
the Board of Directors.

          Section d.  Resignations.  Any officer may resign at any time
by giving written notice to the Board of Directors or to the Secretary. 
Such resignation shall take effect at the time specified therein, and,
unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

          Section e.  Vacancies.  If the office of any officer or agent
becomes vacant by reason of death, resignation, retirement,
disqualification, removal from office or otherwise, the directors may
choose a successor, who shall hold office for the unexpired term in
respect of which such vacancy occurred.

          Section f.  Chairman of the Board.  The Chairman of the Board
of Directors, if one be elected, shall preside at all meetings of the
Board of Directors and of the stockholders, and he shall have and
perform such other duties as from time to time may be assigned to him by
the Board of Directors.

          Section g.  President.  The President shall be the chief
executive officer of the Corporation and, in the absence of the
Chairman, shall preside at all meetings of the Board of Directors, and
of the stockholders.  He shall exercise the powers and perform the
duties usual to the chief executive officer and, subject to the control
of the Board of Directors, shall have general management and control of
                                                              
                                                              Page 21 of 31
the affairs and business of the Corporation; he shall appoint and
discharge employees and agents of the Corporation (other than officers
elected by the Board of Directors) and fix their compensation; and he
shall see that all orders and resolutions of the Board of Directors are
carried into effect.  He shall have the power to execute bonds,
mortgages and other contracts, agreements and instruments of the
Corporation, and shall do and perform such other duties as from time to
time may be assigned to him by the Board of Directors.

          Section h.  Vice Presidents.  If chosen, the Vice Presidents,
in the order of their seniority, shall, in the absence or disability of
the President, exercise all of the powers and duties of the President. 
Such Vice Presidents shall have the power to execute bonds, notes,
mortgages and other contracts, agreements and instruments of the
Corporation, and shall do and perform such other duties incident to the
office of Vice President and as the Board of Directors, or the President
shall direct.  

          Section i.  Secretary.  The Secretary shall attend all
sessions of the Board and all meetings of the stockholders and record
all votes and the minutes of proceedings in a book to be kept for that
purpose.  He/She shall give, or cause to be given, notice of all
meetings of the stockholders and of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of
Directors.  The Secretary shall affix the corporate seal to any
instrument requiring it, and when so affixed, it shall be attested by
the signature of the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer who may affix the seal to any such
instrument in the event of the absence or disability of the Secretary. 
The Secretary shall have and be the custodian of the stock records and
all other books, records and papers of the Corporation (other than
financial) and shall see that all books, reports, statements,
certificates and other documents and records required by law are
properly kept and filed. 

          Section j.  Treasurer.  The Treasurer shall have the custody
of the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all monies, and other valuable effects in
the name and to the credit of the Corporation, in such depositories as
may be designated by the Board of Directors.  He/She shall disburse the
funds of the Corporation as may be ordered by the Board, taking proper
vouchers for such disbursements, and shall render to the directors
whenever they may require it, an account of all his transactions as
Treasurer and of the financial condition of the Corporation.

          Section k.  Duties of Officers May be Delegated. In case of
the absence or disability of any officer of the Corporation, or for any
other reason that the Board may deem sufficient, the Board may delegate
for the time being, the powers or duties, or any of them, of such
officer to any other officer, or to any director.

                                
                                
                                
                                
                                                              
                                                              Page 22 of 31
ARTICLE 21

                             INDEMNIFICATION

          Section a.  Actions by Others.  The Corporation (1) shall
indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason
of the fact that he is or was a director or an officer of the
Corporation and (2) except as otherwise required by Section 3 of this
Article, may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason
of the fact that he is or was an employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director,
officer, employee, agent of or participant in another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts actually and
reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
Corporation and with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.  The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had no reasonable
cause to believe that his conduct was unlawful.

          Section b.  Actions by or in the Right of the Corporation. 
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer,
employee, agent of or participant in another corporation, partnership,
joint venture, trust or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been or adjudged to be liable for
negligence or misconduct in the performance of his duty to the
Corporation unless and only to the extent that the Delaware Court of
Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which the
Delaware Court of Chancery or such other court shall deem proper.

                                                              
                                                              Page 23 of 31
Section c.  Successful Defense.  To the extent that a person
who is or was a director, officer, employee or agent of the Corporation
has been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in Section 1 or Section 2 of this
Article, or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.  

          Section d.  Specific Authorization.  Any indemnification under
Section 1 or Section 2 of this Article (unless ordered by a court) shall
be made by the Corporation only as authorized in the specific case upon
a determination that indemnification of the director, officer, employee
or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in said Sections 1 and 2.  Such
determination shall be made (1) by the Board of Directors by a majority
vote of quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable;
or, even if obtainable a quorum of disinterested directors so directs,
by independent legal counsel in a written opinion or (3) by the
stockholders.

          Section e.  Advance of Expenses.  Expenses incurred by any
person who may have a right of indemnification under this Article in
defending a civil or criminal action, suit or proceeding may be paid by
the Corporation in advance of the final disposition of such action, suit
or proceedings authorized by the Board of Directors in the specific case
upon receipt of an undertaking by or on behalf of the director, officer,
employee or agent to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation
pursuant to this Article.

          Section f.  Right of Indemnity Not Exclusive.  The
indemnification provided by this Article shall not be deemed exclusive
of any other rights to which those seeking indemnification may be
entitled under any by-laws, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office,
and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
         
         Section g.  Insurance.  The Corporation may purchase and
maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent
of or participant in another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify
him against such liability under the provisions of this Article, Section
145 of the General Corporation Law of the State of Delaware or
otherwise.

          Section h.  Invalidity of Any Provisions of this Article.  The
invalidity or unenforceability of any provision of this Article shall
not affect the validity or enforceability of the remaining provisions of
this Article.                                                 
                                                              Page 24 of 31
ARTICLE 22

                              CAPITAL STOCK

          Section a.  Certificates.  The interest of each stockholder of
the Corporation shall be evidenced by certificates for shares of stock
in such form as the Board of Directors may from time to time prescribe. 
The certificates of stock shall be signed by the President or a Vice
President and by the Secretary, or the Treasurer, or an Assistant
Secretary, or an Assistant Treasurer, sealed with the seal of the
Corporation or a facsimile thereof, and countersigned and registered in
such manner, if any, as the Board of Directors may by resolution
prescribe.  Where any such certificate is countersigned by a transfer
agent other than the Corporation or its employee, or registered by a
registrar other than the Corporation or its employee, the signature of
any such officer may be a facsimile signature.  In case any officer or
officers who shall have signed, or whose facsimile signature or
signatures shall have been used on, any such certificate or certificates
shall cease to be such officer or officers of the Corporation, whether
because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the
Corporation and be issued and delivered as though the person or persons
who signed such certificate or certificates or whose facsimile signature
or signatures' shall have been used thereon had not ceased to be such
officer or officers' shall have been used thereon.

          Section b.  Transfer.  The shares of stock of the Corporation
shall be transferred only upon the books of the Corporation by the
holder thereof in person or by his attorney, upon surrender for
cancellation of certificates for the same number of shares, with an
assignment and power of transfer endorsed thereon or attached thereto,
duly executed, with such proof of the authenticity of the signature as
the Corporation or its agents may reasonably require.

          Section c.  Record Dates.  The Board of Directors may fix in
advance a date, not less than ten nor more than sixty days preceding the
date of any meeting of stockholders, or the date for the payment of any
dividend, or the date for the distribution or allotment of any rights,
or the date when any change, conversion or exchange of capital stock
shall go into effect, as a record date for the determination of the
stockholders entitled to notice of, and to vote at, any such meeting, or
entitled to receive payment of any such dividend, or to receive any
distribution or allotment of such rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock, and
in such case only such stockholders as shall be stockholders of record
on the date so fixed shall be entitled to such notice of, and to vote
at, such meeting, or to receive payment of such dividend, or to receive
such distribution or allotment or rights, or to exercise such rights, as
the case may be, notwithstanding any transfer of any stock on the books
of the Corporation after any such record date fixed as aforesaid.

                                                              
                                                              Page 25 of 31
Section d.  Lost Certificates.  In the event that any
certificates of stock are lost, stolen, destroyed or mutilated, the
Board of Directors may authorize the issuance of a new certificate of
the same tenor and for the same number of shares in lieu thereof.  The
Board may in its discretion, before the issuance of such new
certificate, require owner of the lost, stolen, destroyed or mutilated
certificate, or the legal representative of the owner to make an
affidavit or affirmation setting forth such facts as to the loss,
destruction or mutilation as it deems necessary, and to give the
Corporation a bond in such reasonable sum as it directs to indemnify the
Corporation.  

                               ARTICLE 23

                           CHECKS, NOTES, ETC.

          Section a.  Checks, Notes, Etc.  All checks and drafts on the
Corporation's bank accounts and all bills of exchange and promissory
notes, and all acceptances, obligations and other instruments for the
payment of money, may be signed by the President or any Vice President
and may also be signed by such other officer or officers, agent or
agents, as shall be thereunto authorized from time to time by the Board
of Directors. 

                               ARTICLE 24

                        MISCELLANEOUS PROVISIONS

          Section a.  Offices.  The registered office of the Corporation
shall be located at the office of the United States Corporation Company,
in the City of Dover, County of Kent, in the State of Delaware and said
corporation shall be the registered agent of this Corporation in charge
thereof.  The Corporation may have other offices either within or
without the State of Delaware at such places as shall be determined from
time to time by the Board of Directors or the business of the
Corporation may require.

          Section b.  Fiscal Year.  The fiscal and operating year of the
Corporation shall commence on May 1 and end on April 30 in each year.
Section c.  Corporate Seal.  The seal of the Corporation shall
be circular in form and contain the name of the Corporation, and the
year and state of its incorporation.  Such seal may be altered from time
to time at the discretion of the Board of Directors.  

          Section d.  Books.  There shall be kept at such office of the
Corporation as the Board of Directors shall determine, within or without
the State of Delaware, correct books and records of account of all its
business and transactions, minutes of the proceedings of its
stockholders, Board of Directors and committees, and the stock book,
containing the names and addresses of the stockholders, the number of
shares held by them, respectively, and the dates when they respectively
became the owners of record thereof, and in which the transfer of stock
shall be registered, and such other books and records as the Board of
Directors may from time to time determine.

                                                              
                                                              Page 26 of 31
Section e.  Voting of Stock.  Unless otherwise specifically
authorized by the Board of Directors, all stock owned by the
Corporation, other than stock of the Corporation, shall be voted, in
person or by proxy, by the President or any Vice President of the
Corporation on behalf of the Corporation.

          Section 6.  Nonapplicability of Section 607.109 of the Florida
General Corporation Act.  All of the provisions of Section 607.109 of
the Florida General Corporation Act (including, without limitation, the
provisions of Section 607.109(5) and 607.109(11), if applicable, do not
apply to control-share acquisitions of shares of the Corporation.

                               ARTICLE 25

                               AMENDMENTS

          Section a.  Amendments.  The vote of the holders of at least a
majority of the shares of stock of the Corporation, issued and
outstanding and entitled to vote, shall be necessary at any meeting of
stockholders to amend or repeal these By-Laws or to adopt new by-laws. 
These By-Laws may also be amended or repealed, or new by-laws adopted,
at any meeting of the Board of Directors by the vote of at least a
majority of the entire Board; provided that any by-law adopted by the
Board may be amended or repealed by the stockholders in the manner set
forth above.   Any proposal to amend or repeal these By-Laws or to adopt
new by-laws shall be stated in the notice of the meeting of the Board of
Directors or the stockholders, or in the waiver of notice thereof, as
the case may be, unless all of the directors or the holders of record of
all of the shares of stock of the Corporation, issued and outstanding
and entitled to vote, are present at such meeting.

                                                              
                                                              Page 27 of 31
Exhibit 5

                                                         August 30, 1994

MasTec, Inc.
8600 N.W. 36th Street
Miami, FL  33166
             
Dear Sirs:

We are familiar with the proceedings taken and proposed to be taken by MasTec, 
Inc., a Delaware corporation (the "Company"), and The Mastec, Inc. 401(k)
Retirement Savings Plan (the "Plan") in connection with the registration 
pursuant to the Registration Statement on Form S-8 (the "Registration 
Statement") filed with the Securities and Exchange Commission under the 
Securities Act of 1933, as amended, of 500,000 shares of its Common Stock,
$.10 par value, to be issued pursuant to The MasTec, Inc. 401(k) Retirement 
Savings Plan (the "Shares").

We have examined such documents, certificates, records, authorizations and 
proceedings and have made such investigations as we have deemed necessary or 
appropriate in order to give the opinion expressed herein.

Based on the foregoing, it is our opinion that the Shares have been duly 
authorized for issuance by the Company and, when issued and paid for as 
described in the Plan, will be validly issued, fully paid and nonassessable
shares of the common stock of the Company.

We hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement.

                                      Very truly yours,

                                      /s/ White & Case
                                      _______________________

                                                              
                                                              Page 28 of 31
Exhibit 23(a)

                          CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration 
Statement on Form S-8 of our report dated April 22, 1994 appearing on page 22 
of MasTec, Inc.'s Annual Report on Form 10-K for the year ended December 31, 
1993.

                                      Price Waterhouse LLP
                                      Miami, Florida
                                      August 30, 1994

                                                              
                                                              Page 29 of 31
Exhibit 23(b)

                          CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration 
Statement on Form S-8 of The MasTec, Inc. 401(K) Retirement Savings Plan our 
report dated June 15, 1993 relating to the financial statements of Church & 
Tower of Florida, Inc. and Church & Tower, Inc., which is included in the 
Annual Report on Form 10-K of MasTec, Inc. for the year ended December 31, 1993.

                                  VICIANA AND SHAFER
                                  Coral Gables, Florida
                                  August 30, 1994

                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              Page 30 of 31
Exhibit 23(c)

                          CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration 
Statement on Form S-8 of The MasTec, Inc. 401(K) Retirement Savings Plan our 
report dated March 15, 1993 relating to the financial statements of 9001 Joint 
Venture, which is included in the Annual Report on Form 10-K of MasTec, Inc. 
for the year ended December 31, 1993.

E.F. ALVAREZ & COMPANY
Miami, Florida
August 30, 1994

                                                              Page 31 of 31