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Securities and Exchange Commission

Washington, D.C. 20549



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FORM 10-K/A

(Amendment No. 1)



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|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934.
|- | -----------------------------------------------------------------------------------------



For the fiscal year ended December 31, 2004



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
|- | --------------------------------------------------------------------------------------------



For the transition period from             to



Commission File Number 0-24341



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Central European Distribution Corporation

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 54-1865271                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|Two Bala Plaza, Suite #300, Philadelphia, PA                   |  | 19004                               
|(Address of principal executive offices)                       |  | (Zip Code)                          



Registrants
telephone number, including area code: (610) 660-7817



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|                                                            |  |                                        
|----------------------------------------------------------- |  | ---------------------------------------
|Securities registered pursuant to Section 12(b) of the Act: |  | Not Applicable                         
|                                                            | 
|Securities registered pursuant to Section 12(g) of the Act: |  | Common Stock, par value $0.01 per share
|                                                            |  | (Title of
Class)                       



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Indicate by checkmark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No ̈



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K, or any amendment to this Form
10-K.  x



Indicate by check mark
whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).    Yes  x    No ̈



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ̈No  x



The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2004 was approximately $329,437,800 (based on the closing price of the registrants common stock on the NASDAQ National Stock
Market).*



As of March 9, 2005, the registrant had 16,654,769 shares of
common stock outstanding.



DOCUMENTS INCORPORATED BY REFERENCE: Not applicable



|* | Solely for purposes of this calculation, all directors and executive officers of the registrant and all stockholders beneficially owning more than 5% of the registrants common
stock are considered to be affiliates.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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PART IV



ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



SIGNATURES

Exhibit 31.1

Exhibit 31.2



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EXPLANATORY NOTE



This amendment (this Amendment No. 1) to the Form 10-K of Central European Distribution Corporation for the fiscal year
ended December 31, 2005 (the Form 10-K) is filed to correct the certification of the Chief Executive Officer under Rule 13a-14(a), filed as exhibit 31.1, and the certification of the Chief Financial Officer under Rule 13a-14(a),
filed as exhibit 31.2. The exhibits 31.1 and 31.2 originally filed inadvertently omitted reference to the companys internal control over financial reporting.



This Amendment No. 1 does not reflect events occurring after the filing of the Form 10-K and, other than the filing of the
aforementioned certification, does not modify or update the disclosure in the Form 10-K in any way.



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PART IV



ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



(c) Exhibits



|              |  |                                                                                                                                                                       
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                           
|31.1*         |  | Rule 13a-14(a) Certification of Chief Executive Officer of Central European Distribution Corporation in accordance with Section 302 of the Sarbanes-Oxley Act of 2002.
|              | 
|31.2*         |  | Rule 13a-14(a) Certification of Chief Financial Officer of Central European Distribution Corporation in accordance with Section 302 of the Sarbanes-Oxley Act of 2002.

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|* | - Filed herewith.
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SIGNATURES



Pursuant to the
requirements of Section 13 or 15(d) 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.



Central European Distribution Corporation.(Registrant)By:

/s/ William V. CareyWilliam V. CareyChairman, President andChief Executive Officer




Date: November 21, 2005



Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                                                 |  |                                                                               |  |                  
|------------------------------------------------ |  | ----------------------------------------------------------------------------- |  | -----------------
|Name                                             |  | Title                                                                         |  | Date             
|/s/ William V. CareyWilliam V. Carey             |  | Chairman, President and Chief Executive Officer (principle executive officer) |  | November 21, 2005
|                                                 |  |                                                                              
|/s/ Christopher BiedermannChristopher Biedermann |  | Chief Financial Officer (principal financial and accounting officer)          |  | November 21, 2005
|                                                 |  |                                                                              
|/s/ David BaileyDavid Bailey                     |  | Director                                                                      |  | November 21, 2005
|                                                 |  |                                                                              
|Dominique Hériard Dubreuil                       |  | Director                                                                      |  | November 21, 2005
|                                                 |  |                                                                              
|/s/ N. Scott FineN. Scott Fine                   |  | Director                                                                      |  | November 21, 2005
|                                                 |  |                                                                              
|/s/ Tony HoushTony
Housh                         |  | Director                                                                      |  | November 21, 2005
|                                                 |  |                                                                              
|/s/ Robert P. KochRobert P. Koch                 |  | Director                                                                      |  | November 21, 2005
|                                                 |  |                                                                              
|/s/ Jan W. LaskowskiJan W. Laskowski             |  | Director                                                                      |  | November 21, 2005
|                                                 |  |                                                                              
|Markus Sieger                                    |  | Director                                                                      |  | November 21, 2005



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Exhibit List



|              |  |                                                                                                                                                                       
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                           
|31.1*         |  | Rule 13a-14(a) Certification of Chief Executive Officer of Central European Distribution Corporation in accordance with Section 302 of the Sarbanes-Oxley Act of 2002.
|              | 
|31.2*         |  | Rule 13a-14(a) Certification of Chief Financial Officer of Central European Distribution Corporation in accordance with Section 302 of the Sarbanes-Oxley Act of 2002.

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|* | - Filed herewith.
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