Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesxþ Noo

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

     As of October 31, 2008,April 24, 2009, MasTec, Inc. had 67,933,75975,590,514 shares of common stock, $0.10 par value, outstanding.

     MasTec, Inc. (collectively, with its subsidiaries, “MasTec” or the “Company”) is a leading specialty contractor operating mainly throughout the United States and across a range of industries. The Company’s core activities are the building, installation, maintenance and upgrade of utility and communications infrastructure, including but not limited to, electrical utility transmission and distribution, wind farm, other renewable energy and natural gas infrastructure, wireless, wireline, and satellite communications,communication and water and sewer systems. MasTec’s primary customers are in the following industries: utilities (including wind farms and other renewable energy, natural gas gathering systems and pipeline infrastructure), communications (including telephony, satellite television and cable television), and government. The Company provides similar infrastructure services across the industries it serves. Customers relygovernment (water and sewer, utilities and communications work on MasTec to build and maintain infrastructure and networks that are critical to their transport and delivery of electricity and other energy resources and voice, video and data communications.military bases).

     The accompanying condensed unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions for Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, these financial statements do not include all information and notes required by accounting principles generally accepted in the United States for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’sMasTec’s Form 10-K for the year ended December 31, 2007.2008. In management’s opinion, all adjustments necessary for thea fair presentation of the financial position, results of operations and cash flows for the periods presented have been included.

     The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Key estimates for MasTec include the recognition of revenue, allowance for doubtful accounts, accrued self-insured claims, the fair value of goodwill, intangible assets and securities available for sale, asset lives used in computing depreciation and amortization, including amortization of intangibles, and accounting for income taxes, contingencies and litigation. While management believes that such estimates are fair when considered in conjunction with the consolidated financial position and results of operations taken as a whole, actual results could differ from those estimates and such differences couldmay be material to the financial statements.

     Revenue recognition.Revenue and related costs for master and other service agreements billed on a time and materials basis are recognized as the services are rendered. Services are also performed under master and other service agreements billed on a fixed fee basis. Under fixed fee master service and similar type service agreements, MasTec furnishes various specified units of service for a separate fixed price per unit of service. For service agreements on a fixed fee basis, profitability will be reduced if the actual costs to complete each unit exceed original estimates.

Comprehensive income (loss).Comprehensive income (loss) is a measure of net gain (loss) and all other changes in equity that result from transactions other than with shareholders. Comprehensive income (loss) consists of net income foreign currency translation adjustments, and(loss), unrealized gains and losses on securities available for sale.sale and foreign currency translation adjustments.

     Comprehensive income consisted of the following (in thousands):

     The following table sets forth the computationAccumulated other comprehensive loss of basic and diluted net income per share from continuing operations for the three and nine months ended September 30, 2008 and 2007 (in thousands):

decline in fair value is determined to be other-than-temporary. In accordance with FASB Statement of Position FAS 115-1 and 124-1,“The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments,”several factors are reviewed to determine whether a loss is other-than-temporary. These factors include but are not limited to: i) the length of time a security is in an unrealized loss position, ii) the extent to which fair value is less than cost, iii) the financial condition and near term prospects of the issuer and, iv) the Company’s intent and ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value.

     The Company’s securities available for sale consist of auction-rate securities which represent interests in pools of student loans guaranteed by the U.S. government under the Federal Family Education Loan Program and structured finance securities. These structured finance securities are collateralized by credit-linked notes made up of floating rate international bank notes or credit card receivable notes rated AAAwith investment grade credit ratings by one or more of the major credit rating agencies, and credit default swap agreements on corporate debt obligations. These auction-rate securities are accounted for as securities available for sale at fair value, and unrealized gains and losses are included in accumulated other comprehensive income (loss) as a separate component of shareholders’ equity. The Company’s estimate of fair value is sensitive to market conditions and management judgment and can change significantly based on the assumptions used. Factors that may impact the Company’s valuation include changes to credit ratings of the securities as well as to the underlying assets supporting those securities, rates of default of the underlying assets, underlying collateral value, discount rates, counterparty risk and ongoing strength and quality of market credit and liquidity. See Note 5 —6 – Securities Available for Sale.

Discontinued operations. On April 10, 2007, substantially all of the net assets of the Company’s Canadian operations were sold. Accordingly, these operations have been accounted for as discontinued operations for all periods resented.

Recent accounting pronouncements.In December 2007, the FASB issued Statement No. 141(R), “Business Combinations” (SFAS 141(R)) and SFAS No. 160 “Accounting and Reporting of Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51” (SFAS 160). SFAS 141(R) and SFAS 160 significantly change the accounting for and reporting of business combination transactions and noncontrolling (minority) interests. SFAS 141(R) and SFAS 160 are effective for the fiscal years beginning after December 15, 2008. SFAS 141(R) and SFAS 160 are effective prospectively; however, the reporting provisions of SFAS 160 are effective retroactively. SFAS 141(R) is required to be adopted concurrently with SFAS 160 and is effective for business combination transactions for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company has adopted SFAS 141(R) effective January 1, 2009 and will apply SFAS 141(R) prospectively to business combinations with an acquisition date on or after January 1, 2009. The adoption of SFAS 160 effective January 1, 2009 did not have a material impact on the condensed unaudited consolidated financial statements, as the Company currently does not have any noncontrolling interests.

     On December 12, 2007, the FASB ratified the EITF’s consensus on Issue 07-1, “Accounting for Collaborative Arrangements.” EITF 07-1 defines collaborative arrangements and establishes reporting requirements for transactions between participants in a collaborative arrangement and between participants in the arrangement and third parties. EITF 07-1 is effective for fiscal years beginning after December 15, 2008 and the effects upon adoption should be reported as a change in accounting principle through retrospective application to all prior periods presented for all arrangement s existing as of the effective date. EITF 07-1 did not have a material impact on MasTec’s condensed unaudited consolidated financial statements as of March 31, 2009.

     In November 2008, the FASB ratified the EITF’s final consensus on Issue 08-7, “Accounting for UncertaintyDefensive Intangible Assets.” EITF 08-7 is effective for intangible assets acquired on or after the first annual reporting period beginning on or after December 15, 2008. The adoption of EITF 08-7 had no impact on the condensed unaudited consolidated financial statements as of March 31, 2009.

     In January 2009, the FASB issued FASB Staff Position No. EITF 99-20-1,“Amendments to the Impairment Guidance of EITF Issue No. 99-20,”(FSP EITF 99-20-1).  This FASB Staff Position (FSP) amends the impairment guidance in EITF Issue No. 99-20, “Recognition of Interest Income Taxes —and Impairment on Purchased Beneficial Interests and Beneficial Interests That Continue to Be Held by a Transferor in Securitized Financial Assets,” to achieve more consistent determination of whether an interpretationother-than-temporary impairment has occurred. The FSP also retains and emphasizes the objective of an other than-temporary impairment assessment and the related disclosure requirements in FASB Statement 109No. 115, “Accounting for Certain Investments in Debt and Equity Securities”,and other related guidance.  FSP EITF 99-20-1 is effective for interim and annual reporting periods ending after December 15, 2008.  The adoption of FSP EITF 99-20-1 for the year ended December 31, 2008 did not have a material impact on the condensed unaudited consolidated financial statements.

     During April 2009, the FASB issued FASB Staff Position No. FAS 157-4,”Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (FSP FAS 157-4), FASB Staff Position No. FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments” (FSP FAS 115-2 and FAS 124-2), and FASB Staff Position No. FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (FSP FAS 107-1 and APB 28-1). FSP FAS 157-4 provides additional guidance for estimating fair value in accordance with FASB Statement No. 157, “Fair Value Measurements,” (“FIN 48”)when the volume and recordedlevel of activity for an asset or liability have significantly decreased, and also includes guidance on identifying circumstances that indicate a transaction is not orderly. FSP FAS 115-2 and FAS 124-2 amends the cumulative effectother-than-temporary impairment guidance in U.S. GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of applying FIN 48 of $1.9 million as an adjustment to the balance of deferred tax assets,other-than-temporary impairments on debt and an offset to the valuation allowance on that deferred tax asset. There are no open Federal tax years under audit except for Pumpco, acquired on May 1, 2008, for tax years preceding the acquisition and for which we are entitled to indemnification.

     On July 31, 2008, MasTec purchased certain assets of NSORONsoro, LLC (“Nsoro”) for a purchase price of $17.5 million, paid in cash at closing, plus the assumption of approximately $12 million in indebtedness and earn-out payments payable over an eight-year period equal to 50% of Nsoro’s earnings before taxes above certain minimum thresholds. The earn-out is payable in cash and, in certain circumstances, MasTec common stock or a combination thereof at the Company’s discretion. Nsoro is a private project management firm headquartered in Atlanta, Georgia specializingand specializes in wireless infrastructure management and construction. The ultimate purchase price is subject to adjustment based on minimum and maximum tangible net worth, total assets and net working capital thresholds still to be determined within 180 days of closing.

     The allocation of purchase price to the fair value of the tangible and intangible assets and the useful lives of these assets remain preliminary as management continues to assess the valuation of the acquired assets and liabilities including the value of work in process, costs and estimated earnings in excess of billings and billings in excess of cost accounts. Additionally, continuing analysis of these accounts has resulted in reclassifying entries to gross-up amounts previously netted. Revised estimates in the valuation of acquired assets and liabilities since the initial purchase price allocation have resulted in changes to goodwill. The ultimate purchase price remains subject to adjustment. adjustment based on the metrics described above based on the final valuation of the net assets acquired and may result in further revisions to the goodwill balance.

The purchase price to acquire Nsoro including transaction costs has been allocated on a preliminary basis to the assets acquired and liabilities assumed at the effective date of the acquisition based on estimated fair values, as summarized below.

     The Company’s securities available for sale consist of highly ratedinvestment grade auction rate securities that represent interests in pools of student loans guaranteed by the U.S. government under the Federal Family Education Loan Program and structured finance securities. These structured finance securities are collateralized by AAA-ratedinvestment grade credit-linked notes made up of floating rate international bank notes or credit card receivable notes and credit default swap agreements on corporate debt obligations with remaining terms of 8 to 9 years. Under the terms of the credit default swaps, the principal value of these auction rate securities would be impaired at net default rates on the underlying corporate debt obligations ranging from 8% to 11%. All of these auction rate securities carry AAAinvestment grade ratings from one or more of the major credit rating agencies, and the Company continues to earn and collect interest on these securities.

     Liquidity for these auction-rate securities is typically provided by an auction process that resets the applicable interest rate at pre-determined intervals, usually every 7, 28 or 35 days. In the current period, due to disruptions in the credit markets, these auctions have not had sufficient bidders to allow investors to complete a sale, indicating that immediate liquidity at par is unavailable. Management has the intent and believes the Company has the ability to hold these securities until they can be sold at par value. Management is uncertain at this time as to when the liquidity issues associated with these investments will improve, and as a result of this uncertainty, has classified the book value of these securities as long-term assets since June 30, 2008. Management is uncertain at this time as to when the Company will be able to exit these investments at their par value or whether additional temporary or other than temporaryother-than-temporary impairment related to these investments will be incurred in the future. Management continues to monitor market conditions, and any future failed auctions will be evaluated based on the most relevant and timely information available to us.

     At September 30, 2008,As of March 31, 2009, there was insufficient observable market data to determine the fair value of the Company’s auction rate securities due to the lack of activity in this market. Therefore, the fair value of these investments was estimated by an independent valuation firm, Houlihan Smith & Company, Inc., using a probability weighted discounted cash flow model. This model incorporates assumptions market participants would use in their estimates of fair value such as reset interest rates, final stated maturities, collateral values, credit quality and insurance, and applies the probabilities of either (a) a successful auction, (b) a failed auction, or (c) a default, at each auction (Level 3 inputs under SFAS 157). This valuation is sensitive to market conditions and management’s judgment and can change significantly based on the assumptions used. Factors that may impact the valuation include changes to credit ratings of the securities as well as to the underlying assets supporting the securities, rates of default of the underlying assets, underlying collateral values, discount rates, counterparty risk and ongoing strength and quality of market credit and liquidity.

     The contractual maturity of the auction rate securities available for sale at September 30, 2008March 31, 2009 ranges from 20 to 39 years for student loan auction rate securities and from 8 to 39 years.9 years for structured finance auction rate securities.

     Accounts receivable, classified as current, consist of the following (in thousands):

     Prepaid expenses and other current assets as of September 30, 2008March 31, 2009 and December 31, 2007 consist2008 consisted of the following (in thousands):

     In July 2008, weMasTec filed a claim in arbitration against Credit Suisse Securities (USA) LLC (“Credit Suisse”) with the Financial Industry Regulatory Authority, Inc. (“FINRA”) for negligence, unsuitability, negligent supervision, negligent misrepresentations and omissions of material fact, breach of fiduciary duty, breach of contract and violations of state securities laws in connection with the sale by Credit Suisse to usMasTec of certain “auctionauction rate securities”securities in the aggregate principal amount of $33.6$33.7 million. We areMasTec is seeking, among other relief, rescission of the purchase of the auction rate securities. Credit Suisse responded denying ourMasTec’s claims. The matterMasTec is in its preliminary stages.

     In addition to the matters discussed above, we areMasTec is also subject to a variety of legal cases, claims and other disputes that arise from time to time in the ordinary course of its business. WeMasTec cannot provide assurance that weit will be successful in recovering all or any of the potential damages we haveit has claimed or in defending claims against us.it.

     Accrued aggregate liabilities related to the matters discusseddescribed above and other litigation matters amounted to $13.6$7.5 million at September 30, 2008March 31, 2009 and $25.6$13.2 million at December 31, 2007. A charge2008.

     MasTec is required to provide payment and performance bonds for some of $3.2 million was recorded during the nine months ended September 30, 2008,its contractual commitments related to projects in process. At March 31, 2009, estimated cost to complete projects for which the $430.3 million in performance and payment bonds are outstanding was $48.6 million.

     In addition, in connection with the sale of the state Department of Transportation related projects and assets, MasTec agreed to keep certain liabilities, including the cost to maintain and continue certain performance and payment bonds. At March 31, 2009, $159.7 million of these matters. No chargeperformance and payment bonds remained outstanding. MasTec estimates that the remaining cost to complete these state Department of Transportation projects at March 31, 2009 was recorded in the quarter ended September 30, 2008.$2.1 million. See “Item 1A—Risk Factors” for additional information.

     MasTec provides servicesThe Company is subject to its customerscertain risk factors, including, but not limited to risks related to economic downturns in the following industries:telecommunications and broadband industries, collectability of receivables, competition within its industry, the nature of its contracts (which do not obligate MasTec’s customers to undertake any infrastructure projects and may be canceled on short notice), acquisition integration and financing, seasonality, availability of qualified employees, recoverability of goodwill, and potential exposures to environmental liabilities. The Company has more than 320 customers which include some of the largest and most prominent companies in the communications, utilities and government.government industries. MasTec’s customers include incumbent local exchange carriers, broadband and satellite operators, public and private energy providers, long distance carriers, financial institutions and wireless service providers.

     Revenue for customers in these industries is as follows (in thousands):

other current assets. Jorge Mas, Chairman of MasTec’s Board of Directors, and paid $0.5 millionJose Mas, MasTec’s President and $1.9 million, during the nine months ended September 30, 2008 and 2007, respectively.Chief Executive Officer, are minority owners of this customer.

     The Company charters aircraft from a third party who leases two of its aircraft from entities in which Jorge Mas, Chairman of ourMasTec’s Board of Directors, and Jose Mas, the Company’sMasTec’s President and Chief Executive Officer, have an ownership interest. MasTec paid this unrelated chartering company approximately $162,000 and $228,000$100,000 during the three and nine month periods ended September 30, 2008, respectively, and $0.1 million and $0.7 million during the three and nine month periods ended September 30, 2007, respectively.

     Additionally, effective as of September 30, 200813, 2002, MasTec and 2007,Jorge Mas entered into a second split dollar agreement, as subsequently amended, wherein the Company agreed to pay the premiums due on a life insurance policy with a face amount of $80.0 million, $60.0 million of which is subject to the agreement and the remaining $20.0 million is deemed to be key-man insurance payable to MasTec and falls outside of the agreement. Jorge Mas is the insured under this policy. Under the terms of this agreement, MasTec is the sole owner and beneficiary of the policy and is entitled to recover the greater of (i) all premiums it pays on the portion of the policy subject to the agreement, plus interest equal to four percent, compounded annually, or (ii) the aggregate cash value of the life insurance policy immediately before the death of the insured. The Company will make the premium payments until the agreement is terminated, which occurs upon any of the following events: (i) bankruptcy, or dissolution of MasTec, or (ii) a change of control of MasTec. An amount equal to $60.0 million of the policy’s proceeds will be paid in accordance with Jorge Mas’ designations. Any remainder of the proceeds will be paid to the Company. In the three months ended March 31, 2009 an 2008, MasTec paid approximately $0.3 million in each quarter in premiums in connection with these split dollar agreements. During the nine months ended September 30, 2008 and 2007, the Company paid $0.9 million and $0.7$0.3 million, respectively, in premiums in connection with thesethe split dollar agreements.agreements for Jorge Mas.

     TheOn December 18, 2008, Mr. Shanfelter submitted his written resignation effective immediately as a director of MasTec, Inc. Following Mr. Shanfelter’s resignation, on December 23, 2008, the Company and Mr. Shanfelter entered into an agreement to modify certain matters pertaining to Mr. Shanfelter’s employment agreement, deferred bonus agreement and split dollar agreement, which he had originally entered into with the Company at the time he served as the Company’s Chief Executive Officer. Under this agreement MasTec paid Irma Mas,to Mr. Shanfelter on January 2, 2009 approximately $2.4 million, which is equal to the motheramount, as of Jorge Mas,December 23, 2008, that MasTec would have been required to pay Mr. Shanfelter pursuant to the Chairmandeferred bonus agreement between MasTec and Mr. Shanfelter in the event that a change of control of MasTec had occurred. As a result of this payment, the deferred bonus agreement, as amended, and the split dollar agreement between MasTec and Mr. Shanfelter, as amended, was terminated.

     Effective as of August 3, 2004, MasTec and Jose Mas entered into a split dollar agreement wherein MasTec agreed to pay premiums on a life insurance policy with an aggregate face amount of $10.0 million. Under the Company’s President and Chief Executive Officer, $12,000 in eachterms of the quarters ended September 30, 2008agreement, MasTec is the sole owner and 2007, for the lease of certain property located in Florida and paid $36,000 in eachbeneficiary of the nine month periods ended September 30, 2008policy and 2007, respectively.