6-K

                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                           ------------------------

                                   FORM 6-K

                           REPORT OF FOREIGN ISSUER
                   PURSUANT TO RULE 13A-16 OR 15D-16 OF THE
                       SECURITIES EXCHANGE ACT OF 1934

                       FOR THE MONTH OF NOVEMBER, 2005

                       (COMMISSION FILE NO. 333-128660)

                           ------------------------

                                 TEVECAP S.A.
            (Exact name of Registrant as specified in its Charter)

                           ------------------------
                   AV. DAS NACOES UNIDAS, 7221 - 7(0) ANDAR
                       SAO PAULO, SP BRAZIL, 05425-902
            (Address of Registrant's principal executive offices)

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  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):

                                  Yes     No  X
                                     ---     ---

  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):

                                  Yes      No  X
                                      ----    ---
  Indicate by check mark whether the registrant by furnishing the information
contained in this Form 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): ______





                                  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, thereto duly authorized.

                                       TEVECAP S.A.
                                       --------------------------
                                       (Registrant)


                                       By:   /S/ CARLOS EDUARDO MALAGONI
                                          ------------------------------------
                                          Name:   Carlos Eduardo Malagoni
                                          Title:  Chief Financial Officer

Date: November 7, 2005

EX-99

               Tevecap S.A. Announces Launch of Exchange Offer


      SAO PAULO, November 7, 2005 - Tevecap S.A., a major pay television
operator in Brazil and one of the country's primary pay television programming
distributors, today announced that it launched an exchange offer for an
aggregate principal amount of up to $7,008,000 of its unregistered outstanding
12.625% Notes Due 2009 for the same principal amount of its registered 12.625%
Notes Due 2009, which have been registered under the Securities Act of 1933. The
exchange offer will expire at 5:00 p.m., New York City time, on December 6,
2005.

      THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL TO THE
TERMS AND CONDITIONS OF THE REGISTRATION UNDER THE SECURITIES LAWS OF ANY SUCH
STATE. BEFORE MAKING AN INVESTMENT DECISION, INVESTORS SHOULD CAREFULLY READ THE
ENTIRE REGISTRATION STATEMENT AND PROSPECTUS, INCLUDING THE FINANCIAL STATEMENTS
AND THE NOTES THERETO AND THE DOCUMENTS INCORPORATED BY REFERENCE THEREIN.