**UNITED
STATES**
 **SECURITIES
AND EXCHANGE COMMISSION**
 **Washington,
D.C. 20549**
 
 **FORM
10-K/A**
 **AMENDMENT
NO. 3 TO FORM 10-K**
 
 x **ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934**
 
 **For
the fiscal year ended December 31, 2003**
 
 o **TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934**
 For the
transition period from __________ to __________
 
 Commission
File Number 0-24796
  **CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.**
 (Exact
name of registrant as specified in its charter)
 
 **BERMUDA**
    
    **N/A**(State
      or other jurisdiction of incorporation and organization)
    
    (IRS
      Employer Identification No.)Clarendon
      House, Church Street, Hamilton
    
    HM
      CX Bermuda(Address
      of principal executive offices)
    
    (Zip
      Code)
 
 Registrant's
telephone number, including area code: 441-296-1431
 
 **Securities
registered pursuant to Section 12(b) of the Act: NONE**
 
 **Securities
registered pursuant to Section 12(g) of the Act: NONE**
 
 Indicate
by check mark 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 each 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 xNO o
 
 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 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 Rule
12b-2 of the Securities Exchange Act of 1934) Yes x  No o
 
 The
aggregate market value of the voting stock of registrant held by non-affiliates
of the registrant as of February 20, 2004 was approximately US$ 397
million
 
 Number of
shares of Class A Common Stock outstanding as of February 20, 2004 :
20,045,766
 
 Number of
shares of Class B Common Stock outstanding as of February 20, 2004 :
7,334,736
 
 
 **EXPLANATORY
NOTE**
 
 This is
Amendment No. 3 to the Central European Media Enterprises Ltd. Annual Report on
Form 10-K, as originally filed on February 25, 2004 and as amended by Amendment
No. 1 to Form 10-K/A on March 12, 2004 and Amendment No.2 to Form 10-K/A on
March 18, 2005.
 
 Modifications
to Amendment No. 2 have been made only to include Section 302
statements.
 
 We have
not updated this Annual Report on Form 10-K/A to modify disclosures in our
Annual Report on Form 10-K or Amendments No. 1 and 2 on Form 10-K/A for
events occurring subsequent to the original February 25, 2004 filing date. This
Amendment No. 3 to the Annual Report on Form 10-K/A continues to speak as of
February 25, 2004.
  
  **ITEM
      9A.**
    **CONTROLS
      AND PROCEDURES**
 
 Our Chief
Executive Officer and Chief Financial Officer evaluated the effectiveness of the
design and operation of our disclosure controls and procedures as of the end of
the period covered by this report. In the course of the audit process for our
Romanian subsidiaries, in January 2004, errors were brought to our attention
involving the closing of the year end book entries for the Romanian
subsidiaries. These errors included an error of approximately $407,000 with
respect to the calculation of a provision for income taxes, an error of
approximately $290,000 in an intercompany balance and smaller errors in the
estimate of accruals and prepayments and certain reclassification adjustments.
The total income statement impact of these adjustments was a net charge of
approximately $870,000. Corrections were made to the Romanian submissions before
they were consolidated into our financial statements and prior to mid-February
2004, at which time we determined that these incorrect entries were corrected.
Taking these issues into account, and based on our evaluation as set forth
above, the Chief Executive Officer and Chief Financial Officer concluded that
our disclosure controls and procedures are effective. We are training additional
staff in Romania to ensure that our period end book entries are made in a timely
and accurate manner.
 
 Additionally,
there were no changes in our internal controls over financial reporting that
occurred in the fourth quarter of 2003 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
 
 
 **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 Media Enterprises Ltd.By:
      /s/ Wallace MacmillanWallace
      Macmillan*Vice
      President - Finance*April
      7, 2005




Page
2