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 June 2003

Commission File Number 333-7182-01



                                   CEZ, a. s.

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                 (Translation of registrant's name into English)



                                c/o Duhova 2/1444
                                 140 53 Prague 4
                                 Czech Republic

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                    (Address of principal executive offices)



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): ____

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): ____

Indicate by check mark whether by furnishing the  information  contained in this
Form,  the  registrant  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): 82- ________


<PAGE>


The  following  information  was filed by CEZ, a. s. in Czech  language with the
Prague Stock Exchange as required by its rules and regulations:

   Notice of receipt of a counter-proposal of a shareholder related to a draft
                     amendment to the Statutes of CEZ, a. s.

(Item 6 on the  agenda  of the  Extraordinary  General  Meeting  of  CEZ,  a. s.
scheduled  for June 17, 2003 from 2:00 p.m. at Duhova arena,  Pardubice,  Sukovo
nabrezi 1735, Postal Code 530 02)

The Board of  Directors of CEZ, a. s., with its  registered  office in Prague 4,
Duhova 2/1444,  Postal Code 140 53,  Identification No.: 45 27 46 49, entered in
the Commercial Register  administered by the Municipal Court in Prague,  Section
B, File No. 1581,  hereby gives  notification that pursuant to the provisions of
Section 180(5) of the Commercial Code and Section 9(3) of the Company  Statutes,
it has  received a written  counter-proposal  of the  shareholder,  the National
Property Fund of the Czech Republic, Identification No.: 41 69 29 18, registered
office in Prague 2, Rasinovo nabrezi 42, Postal Code 128 00 (hereinafter the the
"National  Property  Fund of the CR")  related  to the  draft  amendment  to the
Company Statutes prepared by the Board of Directors of the Company  (hereinafter
the "counter-proposal").

Description of changes contained in the counter-proposal:
The  counter-proposal  of the  National  Property  Fund of the CR  contains  all
changes  included in the proposal  prepared by the Company's  Board of Directors
(the  description of changes to the Statutes  proposed by the Board of Directors
is contained  in the notice of a General  Meeting  published in the  Hospodarske
noviny  daily on May 15, 2003) and further  contains a number of changes  beyond
such proposal.  According to the National Property Fund of the CR, the principal
aim of the  counter-proposal  is to enhance the powers of the Supervisory Board,
further  specify  them and,  correspondingly,  limit the  powers of the Board of
Directors. In particular, the following changes are concerned:
-    the  number  of acts,  for which the Board of  Directors  must  obtain  the
     consent of the Supervisory  Board or at least inform the Supervisory  Board
     of them has increased. Also, a new institution is proposed for inclusion in
     the Statutes,  specifically,  the Supervisory  Board's  position on certain
     acts of the Board of Directors,
-    in order to enhance the powers of the  Supervisory  Board,  the Supervisory
     Board will establish committees,
-    the powers of the General  Meeting  remain,  in  principle,  unchanged,  if
     compared to the draft  amendment to the  Statutes  prepared by the Board of
     Directors.

Note:
The  counter-proposal  to the draft  amendment to the Statutes is available  for
viewing to all  shareholders at the registered  offices of the Company in Prague
4, Duhova 2/1444,  on the notice board in the entrance hall of the building from
June 13, 2003 until the date scheduled for the General  Meeting,  from 8:00 a.m.
to  4:00  p.m.  on  business  days.  Shareholders  may  apply  for a copy of the
counter-proposal. The counter-proposal to the draft amendment to the Statutes is
also  available  for viewing on the website of CEZ,  a. s.,  www.cez.cz,  in the
section entitled "to the shareholders", from June 13, 2003.

<PAGE>

Position  of the  Board  of  Directors  of  CEZ,  a.  s.,  on the  shareholder's
counter-proposal:
The  counter-proposal  of the National Property Fund of the CR, as the Company's
shareholder,  significantly  enhances the powers of the Supervisory Board in the
Company.  The future will show to what extent the limited powers of the Board of
Directors will be prejudicial to the Company's  management and  prosperity.  The
Board of Directors did not find the proposed  changes to be at variance with the
Commercial Code.

                                              Board of Directors of CEZ, a. s.


<PAGE>


                                   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.


                                                       CEZ, a. s.

                                           -------------------------------------
                                                       (Registrant)

Date: June 12, 2003


                                           By: /s/ Libuse Latalova
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                                                      Libuse Latalova
                                              Head of Finance Administration