SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4561
        August 13, 2008

Steven Shangold, President
Mastech Holdings, Inc.
1000 Commerce Dr., Ste 500
Pittsburgh, PA 15275

Re: Mastech Holdings, Inc.
 Amendment 1 to Form 10
Filed July 23, 2008
 File No. 001-34099

Dear Mr. Shangold:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Results of Separation, page 18

1. We note your response to prior comment 6 that the assets and liabilities you will receive relate to the IT staffing, brokerage and RPO businesses.  In the business
section, please revise to discuss your RPO business.
Executive Compensation, page 55

2. We note your response to prior comment 19 regarding the terms of employment
agreements and your disclosure on page 56.  We continue to note that Mastech
has employment agreements in place with Messrs. Meindl, Balasubamanyam, Kutzavitch and Gorman and that iGATE has an employment agreement with Mr.

Steven Shangold, President
Mastech Holdings, Inc.
August 13, 2008
Page 2
Cronin.  Please revise your disclosure to briefly describe the terms of the
employment agreements with your named executive officers.

3. We note your responses to prior comments 21 and 22 that awards granted under
the Mastech stock incentive plan initially will be substitute awards for unvested
iGATE options held by Mastech employ ees and that all outstanding iGATE
restrictive stock units held by a person w ho is or will be an employee of Mastech
will be cancelled.  Please revise your disclosure to clarify why options will be substituted, but restricted stock will  be cancelled without compensation.

*  *  *  *

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  Please provide us
with marked copies of the amendment to e xpedite our review.  Please furnish a cover
letter with your amendment that keys your  responses to our comments and provides any
requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comm ents after reviewing your amendment and
responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 You may contact Mark Rakip at (202) 551-3573 or Kevin Woody, Accounting
Branch Chief, at (202) 551-3629 if you ha ve questions regarding comments on the
financial statements and related matters.  Please contact Duc Dang at (202) 551-3386 or
me at (202) 551-3401 with any other questions.

Sincerely,

Jennifer Gowetski
Senior Counsel
cc: James J. Barnes, Esq.
 via facsimile (412) 288-3063