UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC ~~20549______________~~20549

~~FORM 8-KCURRENT~~______________ REPORTPursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934Date of report (Date of earliest event reported): January 27, 2009HUNGARIAN TELEPHONE AND CABLE CORP.(Exact Name of Registrant as Specified in Charter)

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): February 3, 2009

HUNGARIAN TELEPHONE AND CABLE CORP.
(Exact Name of Registrant as Specified in Charter)

Delaware

1-11484

13-3652685

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

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)~~

Not applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⊠ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD

Item 8.01 Other Events

On ~~January~~February 273, 2009, Hungarian Telephone and Cable Corp. (the “Company”) issued a press release announcing the ~~record~~February ~~date~~24, ~~for~~2009 ~~stockholders eligible~~date toof ~~vote at~~ a special meeting of the Company’s stockholders to consider a corporate reorganization to effectively change the Company’s place of incorporation from Delaware to Denmark.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press release dated ~~January~~February 273, 2009

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:	~~January~~February 273, 2009	By:	/s/ Peter T. Noone
			Peter T. Noone
			General Counsel

2 HUNGARIAN TELEPHONE AND CABLE CORP.Exhibit Index

HUNGARIAN TELEPHONE AND CABLE CORP.

Exhibit

Number

Description of Document

99.1

Press Release dated February 3, 2009

Exhibit Index

ExhibitNumber	Description of Document
99.1	Press Release dated January 27, 2009

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