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 10, 2006


                       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 May 10, 2006, the Registrant issued a press release announcing its financial
results for the quarter ended March 31, 2006. 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 May 10, 2006 announcing the
                           Registrant's financial results for the quarter ended
                           March 31, 2006.











* 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.



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                                    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 10, 2006                 By:    /s/ Peter T. Noone
                                          --------------------------------------
                                          Peter T. Noone
                                          General Counsel

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                       HUNGARIAN TELEPHONE AND CABLE CORP.
                                  Exhibit Index



           Exhibit             Description of Document
           Number
            99.1               Press Release dated May 10, 2006 announcing the
                               Registrant's financial results for the quarter
                               ended March 31, 2006.

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