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): March 25, 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 March 25, 2004  announcing  the
                     Registrant's  financial  results for the year ended
                     December 31, 2003.

Item 12. Results of Operations and Financial Condition*


On March  25,  2004,  the  Registrant  issued  a press  release  announcing  its
financial  results for the year ended  December  31,  2003.  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: March 25, 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  March  25,  2004   announcing
                        the Registrant's  financial  results for the year ended
                        December 31, 2003.