UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                  ---------------

                                    FORM 8-K


                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


         Date of report (Date of earliest event reported): May 17, 2004


                       HUNGARIAN TELEPHONE AND CABLE CORP.
               (Exact Name of Registrant as Specified in Charter)


           Delaware                     1-11484             13-3652685
 (State or Other Jurisdiction        (Commission          (IRS Employer
       of Incorporation)              File Number)       Identification No.)



                         1201 Third Avenue, Suite #3400
                         Seattle, Washington 98101-3034
                    (Address of Principal Executive Offices)


                                 (206) 654-0204
              (Registrant's telephone number, including area code)


                                 Not applicable
          (Former Name or Former Address, if Changed Since Last Report)








Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits.


          (c)  Exhibits


               99.1 Press release dated May 17, 2004 announcing the Registrant's
                    financial  results  for the fiscal  quarter  ended March 31,
                    2004.


Item 12.          Results of Operations and Financial Condition*


On May 17, 2004, the Registrant issued a press release announcing its financial
results for the fiscal quarter ended March 31, 2004. A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.











* The information furnished under Item 12 of this Current Report on Form 8-K,
including the exhibit attached hereto under Item 7, shall not be deemed to be
"filed" for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, or the Exchange Act, except as shall be expressly
set forth by specific reference in such filing.








                                    SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                       HUNGARIAN TELEPHONE AND CABLE CORP.



Date: May 17, 2004              By:    /s/ Peter T. Noone
                                       ----------------------------------------
                                      Peter T. Noone
                                      General Counsel






                       HUNGARIAN TELEPHONE AND CABLE CORP.
                                  Exhibit Index



    Exhibit             Description of Document
    Number
     99.1               Press Release dated May 17, 2004 announcing the
                        Registrant's  financial results for the fiscal quarter
                        ended March 31, 2004.