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): November 15, 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 2.02 Results of Operations and Financial Condition*

On November 15, 2004, the Registrant issued a press release announcing its
financial results for the fiscal quarter ended September 30, 2004. A copy of the
press release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.


Item 9.01 Financial Statements and Exhibits

          (c)  Exhibits

               99.1  Press release dated November 15, 2004 announcing the
                     Registrant's financial results for the fiscal quarter ended
                     September 30, 2004.


* The information furnished under Item 2.02 of this Current Report on Form 8-K,
including the exhibit attached hereto under Item 9.01, 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: November 15, 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 November 15, 2004 announcing 
                      the Registrant's financial results for the 
                      fiscal quarter ended September 30, 2004.