6-K

                                    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 May 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: May 10, 2004
                                          By:   /S/ OTHON FRIAS CALDERON
                                                ------------------------
                                          Name: Othon Frias Calderon
                                          Title:     Attorney-in-fact

EX-99

                                   TV AZTECA

                                 PRESS RELEASE

FOR IMMEDIATE DISTRIBUTION
- --------------------------

     MEXICO  CITY,  MAY 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 two of its Board Members, Gene F.
Jankowsky and James Jones have advised the company's Board of Directors of their
resignation  as members  thereof.

     TV Azteca  will  submit to a General  Ordinary  Shareholders'  Meeting  Mr.
Jankowsky's and Mr. Jones' resignations.

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  forwardlooking  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