Prospectus Supplement No. 11
January 21, 2003   Registration No. 333-29885  
Prospectus Supplement No. 11  Filed Pursuant to Rule 424(b)(3) 
to Re-Offer Prospectus dated June 24, 1997  and Rule 424(c) 

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PROSPECTUS SUPPLEMENT NO. 11
to
RE-OFFER PROSPECTUS DATED JUNE 24, 1997

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HUNGARIAN TELEPHONE AND CABLE CORP.

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             The following information updates the “Selling Stockholders” section, in its entirety, of the re-offer prospectus dated June 24, 1997 as supplemented (the “Prospectus”) covering reoffers and resales by affiliates of Hungarian Telephone and Cable Corp. and others of common stock, par value $0.001 per share, which were acquired, or may be acquired, under Hungarian Telephone and Cable Corp.‘s 2002 Incentive Stock Option Plan, Non-Employee Director Stock Option Plan, or certain employment agreements between Hungarian Telephone and Cable Corp. and certain persons. The Prospectus was filed with the Securities and Exchange Commission as part of Registration Statement No. 333-29885.

             The “Selling Stockholders” section is updated and restated in its entirety as follows:

SELLING STOCKHOLDERS

             The Shares that may be offered for sale from time to time by the Selling Stockholders consist of Shares that were acquired or may be acquired by such Selling Stockholders pursuant to either the Incentive Plan or the Director Plan or certain of some of their individual employment agreements.

             The following table sets forth the name of each Selling Stockholder, the nature of his position with the Company, the number of Shares of Common Stock owned by each Selling Stockholder prior to the offering, and the number of Shares and (if one percent or more) the percentage of the class to be owned by such Selling Stockholder after the offering.

Name and Title
 Shares
Owned Prior
to Offering
 Shares
Offered
Hereby
 Shares
Owned
After
Offering
 Percent
Francis J. Busacca, Jr   41,990   39,990   2,000   *  
former Chief Financial Officer 

Frank R. Cohen  81,750   56,750   25,000   * 
former Director, Chief 
Financial Officer and 
Treasurer
 

Soren Eriksen 
Former Director  2,271   2,271   0   *
 

(continued)

Name and Title
 Shares
Owned Prior
to Offering
 Shares
Offered
Hereby
 Shares
Owned
After
Offering
 Percent
Daryl A. Ferguson   20,413   15,000   5,413   *  
Director 

Thomas Gelting  6,284   6,284   0   * 
Director 

Ole Finderup  5,000   5,000   0   * 
Former Manager 

Robert Genova  303,247   247,247   56,000   * 
former Director, President 
and Chief Executive Officer 

Torben V. Holm  15,000   15,000   0   * 
Director 

William McGann  57,200   56,000   1,200   * 
Controller 

James G. Morrison  52,500   52,500   0   * 
former Director, President 
and Chief Executive Officer 

Andrew E. Nicholson  14,400   14,400   0   * 
former Senior Vice President 

Peter T. Noone  87,600   87,500   100   * 
General Counsel 

John B. Ryan  36,000   35,000   1,000   * 
Director 

William E. Starkey  35,000   35,000   0   * 
Director 

Leonard Tow  15,000   15,000   0   * 
Director 
   773,655   682,942   90,713     

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* Represents as to each Selling Stockholder less than 1% of the shares of Common Stock outstanding.

Note: 50,600 of such shares previously offered were subsequently sold. The remaining 412,955 Shares offered in this Re-Offer Prospectus may be re-offered from time to time by certain of the officers and directors listed above or by other officers and/or directors. This Re-Offer Prospectus will be supplemented by amendment from time to time as their names and the amounts of Shares to be re-offered become known.

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The date of this Re-Offer Prospectus Supplement No. 11 is January 21, 2003.