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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q/A



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(MARK ONE)

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



FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004



OR



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



FOR THE TRANSITION PERIOD FROM             .



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                                |  | 54-18652710                      
|(STATE OF INCORPORATION)                |  | (IRS EMPLOYER IDENTIFICATION NO.)
|                                        | 
|TWO BALA PLAZA, SUITE 300               |  |                                  
|BALA CYNWYD, PENNSYLVANIA               |  | 19004                            
|(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) |  | (ZIP CODE)                       



(610) 660-7817

(REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE)



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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 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 whether the registrant is an accelerated filer (as defined in Rule 12.b.2 of the Securities Exchange Act of 1934).    Yes  x    No ̈



The number of shares outstanding of each class of the issuers common stock as of April 30, 2004:



Common Stock ($.01 par
value)                    10,800,746 shares



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EXPLANATORY NOTE



This Amendment on Form 10-Q/A constitutes Amendment No.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, of
Central European Distribution Corporation (the Company), which was originally filed with the Securities and Exchange Commission on May 10, 2004 (the Original Report). The Company is hereby amending and restating Item 4 as it
appeared in the Original Report. This Amendment only amends Item 4 of the Original Report and does not affect the original financial statements and footnotes or other disclosures filed in the Original Report.



ITEM 4. CONTROLS AND PROCEDURES



Disclosure Controls and Internal Controls. The term disclosure controls and
procedures is defined in Rules 13a-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934. These rules refer to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by the
Company in the reports that it files or submits under the Securities Exchange Act of 1934 (such as this quarterly report), is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. Internal
controls over financial reporting refer to a process that are designed to provide reasonable assurance that the Companys transactions are properly authorized, recorded and reported and that the Companys assets are safeguarded from
improper use to permit the preparation of the Companys financial statements in conformity with generally accepted accounting principles.



Limitations on the Effectiveness of Controls. The Companys management, including the CEO and CFO, does not expect that the Companys disclosure controls
and procedures or internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control
system are met. Because of the limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Further, the design of any
control system is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of these inherent
limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Accordingly, the Companys disclosure controls and procedures are designed to provide reasonable assurance that the controls and
procedures will meet their objectives.



Changes to Internal Controls.In
accordance with the SECs requirements, the CEO and the CFO note that, during the most recent fiscal quarter, there have been no changes in the Companys internal controls over financial reporting that have materially affected, or are
reasonably likely to materially affect, the Companys internal controls over financial reporting.



Conclusions regarding Disclosure Controls. Based upon the required evaluation of the Companys disclosure controls and procedures as of the end of the period covered by this report, the CEO and CFO have
concluded that the Companys disclosure controls and procedures were effective at the reasonable assurance level.



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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.



|                       |  |                                                        |  |                                                       
|---------------------- |  | ------------------------------------------------------ |  | ------------------------------------------------------
|                       |  | CENTRAL EUROPEAN DISTRIBUTION
CORPORATION (registrant)
|                       |  |                                                       
|Date: February 4, 2005 |  | By:                                                    |  | /s/ William V. Carey                                  
|                       |  |                                                        |  | William V. Carey President and Chief
Executive Officer
|                       |  |                                                       
|Date: February 4, 2005 |  | By:                                                    |  | /s/ Chris Biedermann                                  
|                       |  |                                                        |  | Chris Biedermann Chief Financial
Officer              



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EXHIBIT INDEX



|               |  |                                                                       
|-------------- |  | ----------------------------------------------------------------------
|Exhibit Number |  | Exhibit Description                                                   
|31.1           |  | Certification of the CEO pursuant to Rule 13a-14(a) and Rule 15d-14(a)
|               | 
|31.2           |  | Certification of the CFO pursuant to Rule 13a-14(a) and Rule 15d-14(a)