SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           __________________________


                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934
                                (Amendment No. 5)
                           __________________________


                       Hungarian Telephone and Cable Corp.
                                (Name of Issuer)

                           __________________________


                  Common Stock, par value U.S.$0.001 per Share
                         (Title of Class of Securities)
                           __________________________

                                   4455421030
                                 (Cusip Number)
                           __________________________

                                 Torben V. Holm
                                     TDC A/S
                           (Formerly Tele Danmark A/S)
                                  Noerregade 21
                           0900 Copenhagen C, Denmark
                               Tel: +45 3399 8050
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)
                           __________________________


                               September 21, 2004
             (Date of event which requires filing of this statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  that is the subject of this  Schedule  13D, and is filing this
schedule because of ss.ss.240.13d-1(e),  240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]

Note:  Schedules  filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.

                        (Continued on following page(s))

                                Page 1 of 5 Pages



-------------------------- ---------------------------- ------------------------
CUSIP No. 4455421030                   13D                     Page 2 of 5 Pages
-------------------------- ---------------------------- ------------------------
------------ -------------------------------------------------------------------
    1.
             NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NOS.
             OF ABOVE PERSON.

             TDC A/S (formerly Tele Danmark A/S)
------------ -------------------------------------------------------------------
------------ -------------------------------------------------------------------
    2.
             CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                         (a) [ ]
                                                                         (b) [ ]
------------ -------------------------------------------------------------------
------------ -------------------------------------------------------------------
    3.
             SEC USE ONLY

------------ -------------------------------------------------------------------
------------ -------------------------------------------------------------------
    4.
             SOURCES OF FUNDS

             WC
------------ -------------------------------------------------------------------
------------ -------------------------------------------------------------------
    5.
             CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
             PURSUANT TO ITEM 2(d) OR 2(e)
                                                                             [ ]
------------ -------------------------------------------------------------------
------------ -------------------------------------------------------------------
    6.
             CITIZENSHIP OR PLACE OF ORGANIZATION

             Denmark
------------------------- ------- ----------------------------------------------
       NUMBER OF            7.
         UNITS                    SOLE VOTING POWER

                                  5,428,846*
                          ------- ----------------------------------------------
                          ------- ----------------------------------------------
      BENEFICIALLY          8.
        OWNED BY                  SHARED VOTING POWER

                                  N/A
                          ------- ----------------------------------------------
                          ------- ----------------------------------------------
          EACH              9.
       REPORTING                  SOLE DISPOSITIVE POWER

                                  5,428,846*
                          ------- ----------------------------------------------
                          ------- ----------------------------------------------
      PERSON WITH          10.
                                  SHARED DISPOSITIVE POWER

                                  N/A
------------------------- ------- ----------------------------------------------
------------ -------------------------------------------------------------------
    11.
             AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

              5,428,846*
------------ -------------------------------------------------------------------
------------ -------------------------------------------------------------------
    12.
             CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
             CERTAIN SHARES
                                                                             [ ]
------------ -------------------------------------------------------------------
------------ -------------------------------------------------------------------
    13.
             PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

             42.8%
------------ -------------------------------------------------------------------
------------ -------------------------------------------------------------------
    14.
             TYPE OF REPORTING PERSON

             CO, HC
------------ -------------------------------------------------------------------

* Includes (i) 5,248,846 shares currently owned by the Reporting Person and (ii)
18,000 shares of Series A Convertible  Preferred  Stock  currently  owned by the
Reporting  Person,  each share of which is convertible into ten shares of common
stock of the issuer at the option of the holder.




     This  Amendment No. 5 to the Schedule 13D of TDC A/S (formerly Tele Danmark
A/S) (the "Filing  Person") relates to the ownership by the Filing Person of the
Common  Stock,  par value  U.S.$0.001  per Share  (the  "Shares")  of  Hungarian
Telephone  and Cable  Corp.  (the  "Issuer").  This  Amendment  No. 5 amends and
supplements  the  Schedule 13D of the Filing  Person filed on July 15, 1997,  as
amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4
thereto (the "Schedule 13D").  Except as set forth below, the information in the
Schedule 13D remains as stated therein and is incorporated  herein by reference.
Capitalized terms used but not defined herein have the meanings assigned to them
in the Schedule 13D.

ITEM 3: SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION

     Item 3 of the Schedule 13D is hereby amended and supplemented by adding the
following:

     On September 21, 2004,  the Filing Person  exercised  Option 1, pursuant to
which it  acquired  241,800  Shares of the  Issuer on  September  27,  2004 (the
closing  date) at a price of  $5.04  per  Share,  for a total  consideration  of
$1,218,672.00.

     On September 21, 2004,  the Filing Person  exercised  Option 2, pursuant to
which it  acquired  1,141,744  Shares of the Issuer on  September  27, 2004 (the
closing  date) at a price of  $5.04  per  Share,  for a total  consideration  of
$5,754,389.76.

     On September 21, 2004,  the Filing Person  exercised  Option 3, pursuant to
which it acquired  18,000 shares of Series A Convertible  Preferred Stock of the
Issuer on  September  27, 2004 (the  closing  date) for $55.44 per share,  for a
total consideration of $997,920.00.

     The source of the consideration  paid for the exercise of each of Option 1,
Option 2 and Option 3 was the working capital of the Filing Person.

ITEM 4: PURPOSE OF TRANSACTION

     Item 4 of the Schedule 13D is hereby amended and supplemented by adding the
following after the sixth paragraph of such item:

     Following  the final  closing of the AEEP  Purchase  Agreement,  the Filing
Person exercised Option 1 on September 21, 2004.

     Following the final  closing of the EMDCD  Purchase  Agreement,  the Filing
Person exercised Option 2 on September 21, 2004.

     Following the final closing of the GSSF Purchase  Agreement,  and following
the exercise of Option 1 and Option 2, the Filing Person  exercised  Option 3 on
September 21, 2004.

ITEM 5: INTEREST IN SECURITIES OF THE ISSUER

     Paragraphs (a) and (b) of Item 5 of the Schedule 13D are hereby deleted and
replaced in their entirety by the following:

     (a) - (b) The  Filing  Person  beneficially  owns  5,428,846  Shares of the
Issuer and such Shares constitute  approximately 42.8% of the outstanding Shares
of the Issuer. Of the 5,428,846 Shares  beneficially owned by the Filing Person,
(i) 5,248,846  Shares are or will be owned by the Filing Person and (ii) 180,000
Shares are deemed to be  beneficially  owned by the Filing  Person  because  the
Filing Person owns 18,000 shares of Series A Convertible  Preferred Stock of the
Issuer,  each of which is  convertible  into ten  Shares  at the  option  of the
holder.  The Filing  Person has the sole power to vote and dispose of all of the
5,248,846 Shares it currently owns and, if the Filing Person converts its shares
of Series A Convertible Preferred Stock referred to above, it will have the sole
power to vote and dispose of those Shares received upon conversion.

     To the knowledge of the Filing  Person,  none of the persons  identified in
Schedule A beneficially owns any Shares of the Issuer.

ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
        SECURITIES OF THE ISSUER

     Item 6 of the Schedule 13D is hereby amended and supplemented by adding the
following:


                                Page 3 of 5 Pages


     The Filing Person and Ashmore entered into the Stockholders Agreement as of
September  3, 2004.  Upon the exercise of Option 2, the  Stockholders  Agreement
became  effective.  However,  certain  voting  provisions  of  the  Stockholders
Agreement  continue to be subject to regulatory  approvals  and approvals  under
certain agreements to which the Issuer is a party. The following provisions will
not be  effective  until  such  contingencies  are  met.  (A)  The  Stockholders
Agreement  provides for a voting agreement  amongst the parties so that, so long
as the  Filing  Person an its  affiliates  collectively  own at least 20% of the
outstanding  Shares  of  the  Issuer,  the  Filing  Person  and  its  affiliates
collectively  will have the right to nominate at least two persons for  election
as  directors  of the Issuer  (reducing  to one director in the event the Filing
Person  holds less than 20% but more than 10% of the  outstanding  Shares of the
Issuer;  and (B) The parties to the Stockholders  Agreement have also agreed (i)
to  maintain a joint  majority of the board of  directors  of the Company for so
long as each of Ashmore and the Filing Person,  collectively,  hold at least 20%
of the Shares of the  Issuer  outstanding  (ii) that,  for so long as the Filing
Person owns at least 20% of the Shares of the Issuer  outstanding  it shall have
the right to nominate one of its directors as Chairman of the Board and (iii) if
the Filing Person owns at least 30% of the Shares of the Issuer outstanding, the
Filing  Person will have the right to nominate the chief  executive  officer and
the chief financial officer of the Issuer.


                                Page 4 of 5 Pages




                                    SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.



                           Date:       September 27, 2004
                                       -----------------------------------------


                           Signature:  /s/ Torben V. Holm
                                       -----------------------------------------



                           Name/Title: Torben V. Holm / Senior Vice President
                                       -----------------------------------------







                                Page 5 of 5 Pages