FORM 6-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                          For the month of October 2004
                        Commission File Number: 333-13878

                               CANWEST MEDIA INC.
                 (Translation of Registrant's name into English)

                            3100 CanWest Global Place
                               201 Portage Avenue
                               Winnipeg, Manitoba,
                                 Canada R3B 3L7
                    (Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports
under cover of 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): _______.

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a
Form 6-K if submitted solely to provide an attached annual report to security
holders.

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): _______.

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a
Form 6-K if submitted to furnish a report or other document that the registrant
foreign private issuer must furnish and make public under the laws of the
jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.

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 12g-3-2(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):

                          82 - ______________________.

This report on Form 6-K and the information included herein is hereby
incorporated by reference into Amendment No. 1 to the registrant's registration
statement on Form F-3 filed on February 26, 2004, SEC File Number 333-109123,
and the prospectus included therein, and is considered a part of such prospectus
from the date of submission of this report on Form 6-K.

<PAGE>

CanWest announces exchange offer for Hollinger Participation Trust Notes

    WINNIPEG, Oct. 7 /CNW/ - CanWest Media Inc. ("CanWest"), a wholly-owned
subsidiary of CanWest Global Communications Corp. today announced that an
affiliate of CanWest has commenced an offer to exchange a new series of 8%
Senior Subordinated Notes due 2014 (the "New Notes") for any and all of the
outstanding 12 1/8% Senior Notes due 2010 (the "Trust Notes") issued by
Hollinger Participation Trust (the "Trust"). The New Notes will, following
settlement of the exchange offer and related transactions, be obligations of
CanWest, ranking equally in right of payment with CanWest's existing and future
senior subordinated unsecured debt.

    The exchange offer will expire at 5:00 p.m., New York City time, on November
15, 2004 (subject to extension). Tenders of Trust Notes may be withdrawn at any
time prior to 5:00 p.m., New York City time, on November 5,2004 (subject to
extension). The exchange offer will be settled on the third business day
following the expiration date or as soon as practicable thereafter.

    In the exchange offer, holders of Trust Notes are being offered US$1,200
principal amount of New Notes for each US$1,000 principal amount of Trust Notes
validly tendered and accepted for exchange. US$30 principal amount of the New
Notes offered for each US$1,000 principal amount of Trust Notes exchanged
constitutes an early tender payment that will only be paid with respect to Trust
Notes validly tendered prior to October 29, 2004 (subject to extension). No
additional payment will be made in respect of any accrued and unpaid interest on
the Trust Notes accepted for exchange.

    Holders of Trust Notes that tender in the exchange offer will be required to
grant consents and instructions authorizing certain amendments to the trust
agreement governing the Trust Notes and to the indenture governing the Fixed
Rate Subordinated Debentures due 2010 of 3815668 Canada Inc. (in which the Trust
holds a participation interest). As a result of these instructions and consents,
it is anticipated that immediately following the completion of the exchange
offer, if successful, the Trust will be wound up and liquidated and holders of
Trust Notes that have not been tendered and accepted in the exchange offer will
receive a final cash distribution from the Trust equal to the par value of their
Trust Notes plus accrued interest.

    In addition, concurrently with the exchange offer, CanWest intends to offer
additional New Notes in a placement for cash pursuant to Rule 144A and
Regulation S under the Securities Act of 1933, as amended (the "U.S. Securities
Act"). CanWest intends to enter into a purchase agreement for the cash offering
shortly following the deadline for withdrawal of tenders in the exchange offer
and to settle the cash offering on the same day as the exchange offer.

    Consummation of the exchange offer is subject to a number of conditions,
including the receipt of valid and unrevoked tenders and consents representing
more than 66 2/3% in aggregate outstanding principal amount of the Trust Notes.
In addition, the successful completion of the cash offering and obtaining all
necessary waivers and/or consents under existing credit facilities to permit the
issuance of the New Notes are conditions to settlement of the exchange offer.

    The offering of the New Notes in the exchange offer is only made, and copies
of the exchange offer documents will only be made available to, holders of Trust
Notes that have certified certain matters including their status as "qualified
institutional buyers" or non "U.S. persons", as such terms are defined in
accordance with Rule 144A and Regulation S under the U.S. Securities Act, and,
if resident in Canada, as to certain matters confirming their eligibility to
acquire New Notes in accordance with an exemption from the registration and
prospectus requirements of applicable Canadian provincial or territorial
securities laws. Copies of the certification and the offering documents can be
obtained from the information agent, Global Bondholder Services Corporation, at
866-470-3900 or 212-430-3774.

    The New Notes have not been and will not be registered under the U.S.
Securities Act or any state securities laws. Therefore, the New Notes may not be
offered or sold in the United States absent registration or an applicable
exemption from the registration requirements of the U.S. Securities Act and any
applicable state securities laws. The New Notes have not been and will not be
qualified for sale under the securities laws of any province or territory of
Canada. Therefore, any transfer or resale of the New Notes in Canada, or to,
from or for the account of any person resident in Canada, will be subject to
restrictions under applicable Canadian provincial or territorial securities
laws.

    This press release does not constitute an offer to purchase any securities
or a solicitation of an offer to sell any securities. The exchange offer is
being made only pursuant to an offering memorandum and consent solicitation
statement and a related letter of transmittal and consent, and only to such
persons and in such jurisdictions as is permitted under applicable law.

    CanWest Global Communications Corp. (NYSE: CWG; TSX: CGS.S and CGS.A;
www.canwestglobal.com) is an international media company. CanWest, Canada's
largest publisher of daily newspapers, owns, operates and/or holds substantial
interests in newspapers, conventional television, out-of-home advertising,
specialty cable channels, radio networks and web sites in Canada, New Zealand,
Australia, and the Republic of Ireland.

For further information: please contact: Geoffrey Elliot, Vice President,
Corporate Affairs, Tel: (204) 956-2025, Fax: (204) 947-9841, gelliot@canwest.com
or John Maguire, Chief Financial Officer, Tel: (204) 956-2025, Fax: (204)
947-9841, jmaguire@canwest.com



<PAGE>

                                 SIGNATURE PAGE




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.

                                                  CANWEST MEDIA INC.



Date: October 7, 2004                             By:  /s/ John E. Maguire
                                                       -------------------
                                                        John E. Maguire
                                                        Chief Financial Officer