FORM 6-K
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                        REPORT OF FOREIGN PRIVATE ISSUER

                        PURSUANT TO RULE 13a-16 OR 15d-16
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the month of January 2004

Commission File Number 3337776


                             TV Azteca, S.A. de C.V.
                 (Translation of registrant's name into English)

 Periferico Sur, No. 4121, Col. Fuentes del Pedregal, 14141 Mexico D.F., Mexico
                    (Address of principal executive offices)


Indicate by check mark whether the registrant  files or will file annual reports
under cover Form 20-F or Form 40-F.

                         Form 20-F [X]   Form 40-F [ ]


Indicate by check mark if the  registrant is submitting the Form 6-K in paper as
permitted by  Regulation  S-T Rule  101(b)(1):  ____

NOTE:  Regulation  S-T Rule  101(b)(1) only permits the submission in paper of a
Form 6-K if submitted  solely to provide an attached  annual  report to security
holders.

Indicate by check mark if the  registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): ____

NOTE:  Regulation  S-T Rule  101(b)(7) only permits the submission in paper of a
Form 6-K if submitted to furnish a report or other  document that the registrant
foreign  private  issuer  must  furnish  and make  public  under the laws of the
jurisdiction  in which the  registrant  is  incorporated,  domiciled  or legally
organized  (the  registrant's  "home  country"),  or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press  release,  is not required to be and has
not been distributed to the registrant's  security holders, and, if discussing a
material  event,  has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.



Indicate by check mark whether by furnishing the  information  contained in this
Form,  the  registrant  is  also  thereby  furnishing  the  information  to  the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

                                 Yes [ ] No [X]

If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule
12g3-2(b): 82- ________



                                   SIGNATURES

         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.

                                                  TV AZTECA, S.A. DE C.V.
                                                        (Registrant)



Date: January 8, 2004
                                                  By: /S/  OTHON FRIAS CALDERON
                                                     ---------------------------
                                                  Name:    Othon Frias Calderon
                                                  Title:   Attorney-in-fact




                                [TV AZTECA LOGO]


                 SPECIAL COMMITTEE OF INDEPENDENT BOARD MEMBERS
               APPOINTS US LAW FIRM TO REVIEW OPINION DIFFERENCES
                      ON DISCLOSURES RELATED TO UNEFON DEBT


FOR IMMEDIATE RELEASE
- ---------------------

         MEXICO CITY, JANUARY 7, 2004--TV Azteca,  S.A. de C.V. (NYSE: TZA; BMV:
TVAZTCA),  one of the two  largest  producers  of  Spanish  language  television
programming in the world,  announced  today that the entirety of its independent
board members has formed a special committee to review and make  recommendations
regarding  differences in opinion concerning  disclosures  related to Unefon, in
compliance with the Sarbanes-Oxley Act.

         The  committee  will  act  in  total   independence  from  TV  Azteca's
management,  and will be chaired by James  Jones,  a  distinguished  independent
board member of TV Azteca since 2000.

         Following several meetings during the last two weeks to select counsel,
the committee has informed the rest of the board and  management  that they have
unanimously agreed to retain the Los Angeles firm of Munger, Tolles and Olson as
the independent legal counsel to this committee.  Munger,  Tolles and Olson is a
highly  regarded  corporate  law  firm  with  special  experience  in  corporate
investigations  and US securities  law matters.  The committee has also informed
that the engaged firm will initiate its review immediately.


COMPANY PROFILE

         TV Azteca  is one of the two  largest  producers  of  Spanish  language
television  programming in the world, operating two national television networks
in Mexico,  Azteca 13 and  Azteca 7,  through  more than 300 owned and  operated
stations  across  the  country.  TV Azteca  affiliates  include  Azteca  America
Network,  a new broadcast  television  network focused on the rapidly growing US
Hispanic market,  and Todito.com,  an Internet portal for North American Spanish
speakers.


         EXCEPT FOR HISTORICAL INFORMATION,  THE MATTERS DISCUSSED IN THIS PRESS
RELEASE ARE  FORWARD-LOOKING  STATEMENTS  AND ARE  SUBJECT TO CERTAIN  RISKS AND
UNCERTAINTIES  THAT COULD





CAUSE ACTUAL RESULTS TO DIFFER  MATERIALLY FROM THOSE PROJECTED.  RISKS THAT MAY
AFFECT TV AZTECA ARE  IDENTIFIED  IN ITS FORM 20-F AND OTHER FILINGS WITH THE US
SECURITIES AND EXCHANGE COMMISSION.


                               INVESTOR RELATIONS:

         Bruno Rangel                                        Omar Avila
        5255 3099 9167                                     5255 3099 0041
   jrangelk@tvazteca.com.mx                            oavila@tvazteca.com.mx

                                MEDIA RELATIONS:

       Tristan Canales                                      Daniel McCosh
        5255 3099 5786                                     5255 3099 0059
   tcanales@tvazteca.com.mx                            dmccosh@tvazteca.com.mx