SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

  February 14, 2012

Via Email

James J. Barnes, Esquire
Reed Smith LLP
225 Fifth Avenue, Suite 1200 Pittsburgh, PA 15222
 Re: Mastech Holdings, Inc.
 Schedule TO-I   Filed February 7, 2012  File No. 5-84265

Dear Mr. Barnes:
We have limited our review of the above referenced filing and have the following
comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter by amendi ng your filing, by providing the requested
information, or by advising us of when you will provide the requested response.  If you do not
believe our comments apply to your facts and circ umstances or do not believe an amendment is
appropriate, please tell us  why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.   Schedule TO-I

 Exhibit 99 (a)(1)(A):  Offer to Purchase

 General

 1. Based on disclosure in the Form 10-K for the fiscal year 2010 and the current Offer to
Purchase, approximately 142,000 shares of th e 750,000 shares author ized for repurchase
pursuant to the company’s repurchase pla n, were repurchased dur ing 2011 through to the
time of commencement of the current offer.   Please provide supplementally further

James J. Barnes, Esq.
Reed Smith LLP
February  14, 2012
Page 2
 details of how and when such repurchases  occurred and the approximate amount of
shares repurchased in such transactio n(s). We may have additional comment.

Section 7.  Conditions of the Exchange Offer, page 13
 2. Please refer to the last paragra ph of this section relating to yo ur failure to exercise any of
the rights described in this se ction. When an offer condition is triggered by events that
occur during the offer period and before the expiration of the offer, the company should
inform holders of securities how it intends to proceed promptly, rather than wait until the end of the offer period, unless the condition is  one where satisfaction of the condition
may be determined only upon expiration. Pleas e confirm the company’s understanding in
your response letter.
 Section 9.  Interests of Director s and Executive Officers…, page 16

 3. Please refer to Item 8 of Schedule TO a nd corresponding Item 1008(b) of Regulation M-
A and the instructions to Item 1008(b) that  are included thereto.  Please provide the
required transaction disclosure for the filing person.  If the company did not engage in
any transactions in the sixty days prior to the date of the offer to purchase, please disclose
this fact.
Section 10. Source and Amount of Funds, page 18

 4. Please refer to Item 7 of Schedule TO a nd corresponding Item 1007(b) of Regulation M-
A.  Please disclose any alternate sources of funding if the primary fi nancing falls through.
If there are none, revise to so state.

* * *

Please amend your filing in response to these comments.  Please electronically submit a
cover letter with your amendment that keys you r responses to our comments.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.    We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain  that they have provided all material information
to investors.  Since the company and its manage ment are in possession of all facts relating to a
company’s disclosure, they are responsible for th e accuracy and adequacy of  the disclosures they
have made.
  In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:
 the company is responsible for the adequacy  and accuracy of the disclosure in the

James J. Barnes, Esq.
Reed Smith LLP
February  14, 2012
Page 3
 filings;
 staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
 the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filings or in response to our comments on your filings.
Please direct any questions to me at ( 202) 551-3757.  You may also contact me via
facsimile at (202) 772-9203.  Please send all corre spondence to us at the following ZIP code:
20549-3628.
       S i n c e r e l y ,

/s/  Mellissa Campbell Duru
        M e l l i s s a  C a m p b e l l  D u r u         S p e c i a l  C o u n s e l         Office of Mergers & Acquisitions