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 14, 2004
                                                 By:   /S/ OTHON FRIAS CALDERON
                                                    ----------------------------
                                                 Name:   Othon Frias Calderon
                                                 Title:  Attorney-in-fact

EX-99

                                [TV AZTECA LOGO]



                              TV AZTECA DISTRIBUTES
                          US$33 MILLION TO SHAREHOLDERS

         --Accumulated Distributions of US$173 Million Since June 2003--


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

         MEXICO CITY, MAY 13, 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  that it made  today a US$33  million  cash
distribution to shareholders, equivalent to US$0.01 per CPO, or US$0.17 per ADR.

         On April 15, TV Azteca's Annual Ordinary Shareholders' Meeting approved
distributions for an aggregate amount of approximately  US$55 million to be paid
during 2004,  which include the payment of US$33 million made today, and another
payment of approximately US$22 million to be made on November 11.

         The company noted today's cash distribution is part of its ongoing plan
to  allocate  a  substantial  portion of TV  Azteca's  cash  generation  to make
distributions  to  shareholders  of  over  US$500  million,  and to  reduce  the
company's debt by approximately US$250 million by 2008.

         Within the cash plan, the company made a distribution of US$125 million
on June 30, 2003, and an additional of US$15 million on December 5, 2003,  which
together with today's US$33 million, make an aggregate amount of US$173 million.
The accumulated distributions are equivalent to a 12% yield based on the closing
price of the ADR as of May 12,  2004.  The company  also reduced its net debt by
US$60 million as of February 15, 2004.


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