6-K

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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                                    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 DECEMBER, 2005

                        (COMMISSION FILE NO. 333-128660)

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

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                    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/ Leila Abraham Loria
                                            ------------------------------------
                                            Name:  Leila Abraham Loria
                                            Title: Chief Executive Officer

                                        By:  /s/ Carlos Eduardo Malagoni
                                            ------------------------------------
                                            Name:  Carlos Eduardo Malagoni
                                            Title: Chief Financial Officer

Date: December 21, 2005

EX-1

                    COMPLETION OF TEVECAP S.A. EXCHANGE OFFER

     SAO PAULO, December 21, 2005 - Tevecap S.A. (the "Company") today announced
the successful completion of its exchange offer for an aggregate principal
amount of up to U.S.$7,008,000 of its unregistered outstanding 12.625% Notes due
2009 (the "Existing Notes") 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 Notes"). The exchange offer commenced on November 7, 2005
and expired at 5:00 p.m., New York City time, on December 20, 2005 (the
"Expiration Date"). As of 5:00 p.m., New York City time, on December 20, 2005,
holders of U.S.$6,978,000, or 99.57%, of outstanding Existing Notes had tendered
their Existing Notes.

     The Company intends delivery of the Exchange Notes to take place as
promptly as practicable. The exchange offer will remain in all respects subject
to all terms and conditions described in the Prospectus dated November 7, 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.

                                      * * *

     This notice is dated as of December 21, 2005.