In this paper, we propose a simple and fully distributed mechanism for constructing and maintaining the overlay topology in mesh-based P2P-TV systems. Our algorithm optimizes the topology to better exploit large bandwidth peers, so that they are automatically moved close to the source. This improves the chunk delivery delay so that all peers benefit, not just the high bandwidth ones. A key property of the proposed scheme is its ability to indirectly estimate the upload bandwidth of peers without explicitly knowing or measuring it. Simulation results show that our scheme significantly outperforms overlays with homogeneous properties, achieving up to 50% performance improvement. Moreover, the algorithm is robust to both parameter setting and changing conditions, e.g., peer churning. Categories and Subject Descriptors C.2.4 [Computer-Communication Networks]: Network Architecture and Design—Network topology General Terms Design, Performance. Keywords Peer to peer, Video Streaming