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Response Letter

 February 16, 2012

 Ms. Mellissa Campbell Duru

 Special Counsel

Office of Mergers & Acquisitions

United States Securities and Exchange Commission

100 F. Street, N.E.

 Washington, D.C. 20549

Re:
Mastech Holdings, Inc.

Schedule TO-I

 Filed February 7, 2012

 File No. 5-84265

Dear Ms. Campbell Duru:

On behalf of Mastech Holdings, Inc. (the “Company,” “our” or “we”), we are providing the following
responses to your comments set forth in your letter dated February 14, 2012. For your convenience, the numbered paragraphs of this letter correspond to the numbered paragraphs of your comment letter.

Schedule TO-I

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

 General

1.
SEC COMMENT: Based on disclosure in the Form 10-K for the fiscal year 2010 and the current Offer to Purchase, approximately 142,000 shares of the
750,000 shares authorized for repurchase pursuant to the company’s repurchase plan, were repurchased during 2011 through to the time of commencement of the current offer. Please provide supplementally further details of how and when such
repurchases occurred and the approximate amount of shares repurchased in such transaction(s). We may have additional comment.

 COMPANY RESPONSE: A summary of our monthly common stock repurchases during 2011 through to the time of commencement of the current offer is set forth in the table below. The Company repurchased all
such shares of common stock pursuant to open market transactions.

 Periods

Total
Number
of Shares
purchased

Average
Price
Per
Share

Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Plans
or
Programs

Maximum
Number
of Shares
that May
Yet Be
Purchased
Under
this
Plan
or
Programs

 January 1, 2011 – January 31, 2011

0

—

0

750,000

 February 1, 2011 – February 28, 2011

7

$
4.89

7

749,993

 March 1, 2011 – March 31, 2011

3,426

$
4.90

3,426

746,567

 April 1, 2011 – April 30, 2011

1,949

$
4.04

1,949

744,618

 May 1, 2011 – May 31, 2011

23,788

$
4.02

23,788

720,830

 June 1, 2011 – June 30, 2011

2,598

$
3.82

2,598

718,232

 July 1, 2011 – July 31, 2011

0

—

0

718,232

 August 1, 2011 – August 31, 2011

42,182

$
4.17

42,182

676,050

 September 1, 2011 – September 30, 2011

3,120

$
4.00

3,120

672,930

 October 1, 2011 – October 31, 2011

6,500

$
3.77

6,500

666,430

 November 1, 2011 – November 30, 2011

53,216

$
3.75

53,216

613,214

 December 1, 2011 – December 5, 2011

6,100

$
3.86

6,100

607,114

 December 6, 2011 – February 6, 2012

0

—

0

607,114

 Section 7. Conditions of the Exchange Offer, page 13

2.
SEC COMMENT: Please refer to the last paragraph of this section relating to your failure to exercise any of the rights described in this section. 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. Please confirm the company’s understanding in your response letter.

COMPANY RESPONSE: We confirm our understanding that when an offer condition is triggered by events that occur during the offer
period and before the expiration of the offer, we will inform holders of securities how we intend 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.

 Section 9. Interests of Directors and Executive Officers…, page 16

3.
SEC COMMENT: Please refer to Item 8 of Schedule TO and 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.

 COMPANY RESPONSE: The Company did not engage in any transactions in the sixty days prior to the date of
the offer to purchase.

 Section 10. Source and Amount of Funds, page 18

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

 COMPANY RESPONSE: The
Company anticipates that we will fund the repurchase of shares tendered in the offer, and the related expenses, primarily from available cash. To the extent that available cash is not sufficient to fund the repurchase of shares tendered in the
offer, the Company will use its existing credit facility with PNC Bank, National Association (the “PNC Facility”) to address any deficiency. The Company believes that its available cash balances and available lines of credit under the PNC
Facility will be more than sufficient to fund the repurchase of shares tendered in the offer.

 In connection with responding
to the staff’s comments, the Company hereby acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the 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 law of
the United States.

 If you have any questions regarding the Company’s responses provided herein, please
do not hesitate to call us, or our outside counsel, James J. Barnes, at (412) 288-7164.

 Sincerely,

/s/ John J. Cronin, Jr.

 John J. Cronin Jr.

 Chief Financial Officer

cc:
D. Kevin Horner

 President and
Chief Executive Officer