Government Regulation of Immigration

  The Company recruits its IT professionals on a global basis to create a mobile
workforce that it can deploy wherever required and, therefore, must comply with
the immigration laws in the countries in which it operates, particularly the
U.S.  Over 90% of Mastech's IT professionals are citizens of other countries,
with most of those in the U.S. working under H-1B temporary visas.  Under
current law, there is a statutory limit of 65,000 new H-1B visas that may be
issued in any government fiscal year.  In the federal fiscal year ended
September 30, 1997, this limit was reached for the first time in August.  In
years in which this limit is reached, the Company may be unable to obtain enough
H-1B visas to bring sufficient foreign employees to the U.S.  If the Company
were unable to obtain H1-B visas for its employees in sufficient quantities or
at a sufficient rate for a significant period of time, the Company's business,
operating results and financial condition could be materially adversely
affected.  Furthermore, Congress and administrative agencies with jurisdiction
over immigration matters have periodically expressed concerns over the levels of
legal and illegal immigration into the U.S.  These concerns have often resulted
in proposed legislation, rules and regulations aimed at reducing the number of
employment-based visas and permanent residency visas that may be issued.  Any
changes in such laws making it more difficult to hire foreign nationals or
limiting the ability of the Company to retain foreign employees, could require
the Company to incur additional unexpected labor costs and expenses or result in
the Company having insufficient qualified personnel to perform all of 
the engagements that might otherwise be available to
the Company. Any such restrictions or limitations on the Company's hiring
practices could have a material adverse effect on the Company's business,
operating results and financial condition.