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 February 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: February 9, 2004
                                                 By:   /S/ OTHON FRIAS CALDERON
                                                    ----------------------------
                                                 Name:    Othon Frias Calderon
                                                 Title:   Attorney-in-fact

                                     [LOGO]
                                   TV AZTECA



                        TV AZTECA PAYS ITS US$125 MILLION
                              10-1/8% NOTE DUE 2004

              --Company's Plan for Uses of Cash Advances on Track--


FOR IMMEDIATE RELEASE

         MEXICO CITY, FEBRUARY 9, 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 it made a deposit in the account
of its custody  bank in the U.S. to fully  amortize  at maturity  the  company's
US$125 million 10-1/8% note due February 15, 2004.  As previously detailed,  the
payment is composed of US$60  million from TV Azteca's  cash  position and US$65
million of unsecured financing obtained from financial  institutions,  on market
terms.

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

         Within the plan for uses of cash,  the company made a  distribution  of
US$125  million on June 30, 2003,  an  additional  US$15  million on December 5,
2003, and currently  reduces the company's net debt by US$60 million and defines
upcoming distributions and further debt reduction.

         The  company  noted  solid  financial  results,  together  with  strict
adherence to its  commitment  that prevents TV Azteca from  investing in Unefon,
allow for the determined  continuation of its cash plan.  Resulting overall debt
reduction will translate into stronger capital  structure,  which benefits both,
shareholders and noteholders.

         TV Azteca believes robust financial and operating results in Mexico and
in the U.S.,  combined with its cash plan,  have been key in the  performance of
its publicly traded ADR--which,  despite recent price volatility,  has increased
over 70% in the last twelve months--and allowed for an 11% dividend yield in the
prior year, considering the average ADR price in 2003.




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