6-K

                                    FORM 6-K
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        Report of Foreign Private Issuer

                        Pursuant to Rule 13a-16 or 15d-16
                     of the Securities Exchange Act of 1934

For the month of October, 2004

                     ASIACONTENT.COM, LTD. (In liquidation)
                 (Translation of registrant's name into English)

                              29/F, WING ON CENTRE
                           111 CONNAUGHT ROAD CENTRAL
                                    HONG KONG
                        (Address of Liquidator's office)

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): N/A



                                 Exhibit Index

Exhibit                    Description of Exhibit                      Page
- --------------------------------------------------------------------------------

1.                         Press Release                               5


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Press Release

The Registrant issued a press release dated October 29, 2004 announcing that
pursuant to the Registrant's voluntary liquidation, it will make a second
interim distribution to its shareholders. The press release is attached as
Exhibit 1 and incorporated herein by reference.


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                                   SIGNATURES

      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.

Dated: October 29, 2004

                                           ASIACONTENT.COM, LTD (In liquidation)
                                           -------------------------------------
                                                       (Registrant)


                                               By: /s/ BDO INTERNATIONAL
                                                   -----------------------------
                                                   BDO International
                                                   Liquidator


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EX-1

                                                                       Exhibit 1

                    Asiacontent.com Announce Distribution to
                                  Shareholders

Hong Kong/New York, October 29, 2004 - Asiacontent.com, Ltd. (OTC BB: IASIZ.OB)
(the "Company") today announced that it will make a second interim distribution
to shareholders.

The Company will make a distribution of $0.28 per share to shareholders of
record as of July 10, 2002, the date that the Company share register was closed
upon the filing of the Plan of Dissolution. This amount represents approximately
all of the currently estimated net assets of the Company available for
distribution.

The Company is in the final stages of the liquidation process. One main issue
relates to the needs to resolve some outstanding tax matters in respect of a
subsidiary before it can be liquidated. We expect that all the residual matters
of this subsidiary and other minor outstanding issues will be resolved within
the next six months.

However, after paying the $0.28 per share distribution mentioned above, taking a
necessary provision for potential tax liabilities and paying the liquidation
expenses, we do not expect to realize a sufficient amount, if any, of positive
net assets to justify a further distribution, therefore, we expect that the
$0.28 per share distribution mentioned above will be the final distribution of
the Company.

The distribution will be effected by the Bank of New York, the company's
distribution agent, and is expected to take place on or about October 29, 2004.

We expect that our liquidation to be completed in approximately 6 months at
which time we expect to deliver a final progress report to our shareholders
concerning the liquidation.

As previously announced, the Company commenced voluntary winding up and
liquidation on July 10, 2002.

- --------------------------------------------------------------------------------
This release contains forward-looking statements with respect to the Company's
liquidation and dissolution. Factors that may cause actual results to differ
materially from these forward-looking statements include the following: amounts
to be realized in connection with the sale of the Company's assets, the ability
of the Company to effect an orderly wind down of its operations, the possible
delay in implementation or termination of the Company's plans of liquidation and
dissolution, the timing and amount of payments to shareholders, the effect of
litigation in which the Company is involved and unknown liabilities which may be
asserted in connection with the liquidation. Please refer


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to the Company's Annual Report on Form 20-F for the fiscal year ended December
31, 2001 and the Company's other filings with the SEC from time to time, for a
description of certain additional factors which may cause results to differ
materially from those indicated by these forward-looking statements.


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