--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(MARK ONE)

    [X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
              SECURITIES EXCHANGE ACT OF 1934
              FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999

                                       OR

    [ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
              SECURITIES EXCHANGE ACT OF 1934
              FOR THE TRANSITION PERIOD ______________ TO ________________


                         COMMISSION FILE NUMBER 0-24341

                   CENTRAL EUROPEAN DISTRIBUTION CORPORATION
             ------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             DELAWARE                              54-18652710
     ------------------------           --------------------------------
     (STATE OF INCORPORATION)           (IRS EMPLOYER IDENTIFICATION NO.)

       1343 MAIN STREET, #301
         SARASOTA, FLORIDA                            34236
----------------------------------------           -----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)             (ZIP CODE)


                                 (941) 330-1558
                         -------------------------------
                         (REGISTRANT'S TELEPHONE NUMBER,
                              INCLUDING AREA CODE)

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 ( )

The number of shares outstanding of each class of the issuer's common stock as
of September 30, 1999:

Common Stock ($.01 par value)............................... 4,134,230 shares

--------------------------------------------------------------------------------


<PAGE>


                                      INDEX

                                                                            PAGE
                                                                            ----

PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements .............................................   3

          Consolidated Condensed Balance Sheets, September 30,
             1999 (unaudited) and December 31, 1998 ........................   4

          Consolidated Condensed Statements of Income (unaudited) for the
             three and nine months ended September 30, 1999 and 1998 .......   5

          Consolidated Condensed Statements of Changes in Stockholders'
             Equity (unaudited) ............................................   6

          Consolidated Condensed Statements of Cash Flows (unaudited) for
             the six months ended September 30, 1999 and 1998 ..............   7

          Notes to Consolidated Condensed Financial Statements (unaudited)..   8

Item 2.   Management's Discussion and Analysis of Financial
             Condition and Results of Operations ...........................  13

PART II.  OTHER INFORMATION

Item 2.   Changes in Securities and Use of Proceeds ........................  18

Item 6.   Exhibits and Reports on Form 8-K .................................  18
Signatures .................................................................  19

                                       2

<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                    CENTRAL EUROPEAN DISTRIBUTION CORPORATION

               CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
                   Amounts in columns expressed in thousands
                            (except per share data)
<TABLE>
<CAPTION>
                                                               DECEMBER 31,   SEPTEMBER 30,
                                                                   1998           1999
                                                               ------------   -------------
<S>                                                              <C>            <C>
ASSETS

CURRENT ASSETS
Cash and cash equivalents                                        $ 3,628        $ 5,126
Accounts receivable, net of allowance for doubtful accounts
of $181,000 and $263,000, respectively                            11,514         13,290
Inventories                                                        4,837          5,786
Prepaid expenses and other current assets                            423            498
Deferred income taxes                                                119             84
                                                                 -------        -------

TOTAL CURRENT ASSETS                                              20,521         24,784

Equipment, net                                                     1,345          1,717
Intangible assets, net                                                --          6,432
Other assets                                                          60          1,047
                                                                 -------        -------

TOTAL ASSETS                                                     $21,926        $33,980
                                                                 =======        =======
</TABLE>


See accompanying notes.


                                       3
<PAGE>

                   CENTRAL EUROPEAN DISTRIBUTION CORPORATION

         CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) - CONTINUED
                   Amounts in columns expressed in thousands
                            (except per share data)

<TABLE>
<CAPTION>
                                                                                   DECEMBER 31,  SEPTEMBER 30,
                                                                                       1998           1999
                                                                                   ------------  -------------
<S>                                                                                  <C>            <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Trade accounts payable                                                               $  8,149       $  9,914
Bank loans and overdraft facilities                                                        --          2,096
Other current liabilities                                                               1,450          1,097
Current portion of long-term debt                                                          --          1,875
                                                                                     --------       --------

TOTAL CURRENT LIABILITIES                                                               9,599         14,982

Long term debt, less current maturities                                                    --          4,584

STOCKHOLDERS' EQUITY
Preferred stock ($0.01 par value, 1,000,000 shares authorized; no shares issued
and outstanding)                                                                           --             --
Common Stock ($0.01 par value, 20,000,000 shares authorized, 3,780,000 and
4,134,230 shares issued and outstanding at December 31, 1998 and September 30,
1999, respectively)                                                                        38             42
Additional paid-in-capital                                                             10,651         12,900
Retained earnings                                                                       1,748          3,138
Accumulated other comprehensive loss                                                     (110)        (1,666)
                                                                                     --------       --------

TOTAL STOCKHOLDERS' EQUITY                                                             12,327         14,414
                                                                                     --------       --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                           $ 21,926       $ 33,980
                                                                                     ========       ========
</TABLE>


See accompanying notes.


                                       4
<PAGE>

                   CENTRAL EUROPEAN DISTRIBUTION CORPORATION

            CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)
                    Amounts in columns expressed in thousands
                             (except per share data)

<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED             NINE MONTHS ENDED
                                              ----------------------------  ----------------------------
                                              SEPTEMBER 30,  SEPTEMBER 30,  SEPTEMBER 30,  SEPTEMBER 30,
                                                  1998           1999           1998           1999
                                              -------------  -------------  -------------  -------------
<S>                                             <C>            <C>            <C>            <C>
NET SALES                                       $ 12,968       $ 25,676       $ 34,861       $ 63,450
Cost of goods sold                                11,057         22,145         29,593         54,592
                                                --------       --------       --------       --------


GROSS PROFIT                                       1,911          3,531          5,268          8,858

Sales, general and administrative expenses         1,507          2,380          3,913          6,388
                                                --------       --------       --------       --------


OPERATING INCOME                                     404          1,151          1,355          2,470

Non-operating income (expense)
  Interest expense                                   (75)           (90)          (180)          (200)
  Interest income                                     99             99             99            256
  Realized and unrealized foreign currency
    transaction (loss) gain, net                      70           (394)            30           (377)
  Other income (expense), net                          3            124             31            117
                                                --------       --------       --------       --------

INCOME BEFORE INCOME TAXES                           501            890          1,335          2,266
Income tax expense                                   172            480            475            876
                                                --------       --------       --------       --------

NET INCOME                                           329            410            860          1,390
                                                ========       ========       ========       ========
NET INCOME PER COMMON SHARE, BASIC AND
DILUTIVE                                        $   0.10       $   0.10       $   0.38       $   0.35
                                                ========       ========       ========       ========
</TABLE>


See accompanying notes.


                                       5
<PAGE>


                   CENTRAL EUROPEAN DISTRIBUTION CORPORATION

                CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN
                        STOCKHOLDERS' EQUITY (UNAUDITED)
                    Amounts in columns expressed in thousands
                             (except per share data)

<TABLE>
<CAPTION>
                                                                                               ACCUMULATED
                                                                 ADDITIONAL                       OTHER
                                                                  PAID-IN       RETAINED       COMPREHENSIVE
                                          COMMON STOCK            CAPITAL       EARNINGS           LOSS               TOTAL
                                    ------------------------    -----------   -------------    -------------       ----------
                                       NO. OF
                                       SHARES       AMOUNT
                                     ----------    ---------
<S>                                   <C>          <C>          <C>            <C>              <C>                <C>
Balance at December 31, 1998          3,780,000    $      38    $    10,651    $     1,748      $      (110)       $   12,327

Issue of new shares                     354,230            4          2,249                                             2,253

Net income for the nine months
  ended September 30, 1999                                                           1,390                              1,390

Foreign currency translation
  adjustment, net of tax                                                                             (1,556)           (1,556)
                                     ----------    ---------    -----------    -----------      -----------        ----------
Comprehensive loss for the
nine months ended
September 30, 1999                           --           --             --          1,390           (1,556)             (166)
                                     ----------    ---------    -----------    -----------      -----------        ----------


BALANCE AT SEPTEMBER 30, 1999         4,134,230    $      42    $    12,900    $     3,138      $    (1,666)       $   14,414
                                     ==========    =========    ===========    ===========      ===========        ==========
</TABLE>


See accompanying notes.


                                       6
<PAGE>


                   CENTRAL EUROPEAN DISTRIBUTION CORPORATION

          CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                   Amounts in columns expressed in thousands
                            (except per share data)

<TABLE>
<CAPTION>
                                                          NINE MONTHS   NINE MONTHS
                                                            ENDED          ENDED
                                                         SEPTEMBER 30,  SEPTEMBER 30,
                                                             1998           1999
                                                           --------       --------
<S>                                                        <C>            <C>
NET CASH USED IN OPERATING ACTIVITIES                      $ (5,178)      $ (1,350)

INVESTING ACTIVITIES
Purchases of equipment                                         (450)        (1,030)
Proceeds from the disposal of equipment                          --             81
Acquisition of companies                                         --         (4,758)
Net increase in marketable securities                        (1,442)            --
                                                           --------       --------

NET CASH USED IN INVESTING ACTIVITIES                        (1,892)        (5,707)

FINANCING ACTIVITIES
Borrowings on overdraft facility                             24,575          2,666
Payments of overdraft facility                              (24,875)        (1,094)
Payment of capital lease obligations                           (113)            --
Short-term borrowings                                           725            524
Payments of short term borrowings                            (1,350)            --
Long-term borrowings                                            139          6,459
Payments of long-term borrowings                               (422)            --
Net proceeds from initial public offering                    10,842             --
                                                           --------       --------
NET CASH PROVIDED BY FINANCING ACTIVITIES                     9,521          8,555
                                                           --------       --------

NET INCREASE IN CASH AND CASH EQUIVALENTS                     2,451          1,498
Cash and cash equivalents at beginning of period              1,053          3,628
                                                           --------       --------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                 $  3,504       $  5,126
                                                           ========       ========

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES

Common stock issued in connection with
investment in subsidiaries (Note 5)                        $     --       $  2,253
                                                           ========       ========
</TABLE>


See accompanying notes.


                                       7
<PAGE>

                   CENTRAL EUROPEAN DISTRIBUTION CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    Amounts in tables expressed in thousands
                            (except per share data)


1.     ORGANISATION AND DESCRIPTION OF BUSINESS

       Central European Distribution Corporation (CEDC) was organized as a
       Delaware Corporation in September 1997 to operate as a holding company
       through its sole subsidiary, Carey Agri International Poland Sp. z o.o.
       (Carey Agri). CEDC has formed two additional subsidiaries for purposes of
       the acquisitions discussed in Note 5. CEDC, Carey Agri and the new
       subsidiaries as of the date of their organization are referred to herein
       as the Company.

       In July 1998, CEDC had an initial public offering of 2,000,000 shares (at
       $6.50 per share) receiving net proceeds of approximately $10.6 million.
       The shares are currently quoted on the Nasdaq National Market.

2.     BASIS OF PRESENTATION

       The accompanying unaudited condensed consolidated financial statements
       have been prepared in accordance with generally accepted accounting
       principles for interim financial information and with the instructions to
       Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
       include all of the information and footnotes required by generally
       accepted accounting principles for complete financial statements. In the
       opinion of management, all adjustments (consisting of normal recurring
       accruals) considered necessary for a fair presentation have been
       included. Operating results for the unaudited interim periods are not
       necessarily indicative of the results that may be expected for the year
       ended December 31, 1999.

       The balance sheet at December 31, 1998 has been derived from the audited
       financial statements at that date but does not include all of the
       information and footnotes required by generally accepted accounting
       principles for complete financial statements.

       For further information, refer to the consolidated financial statements
       and footnotes thereto included in the Registrant Company and
       Subsidiaries' annual report on Form 10-K for the year ended December 31,
       1998.

3.       COMPREHENSIVE INCOME

       During the nine months period ended September 30, 1999, the Company
       incurred foreign currency translation losses of 1,556,000 USD, net of
       taxes, and reported an accumulated other comprehensive loss of 1,666,000
       USD as of 30 September, 1999. The translation losses were due to the
       currency fluctuations in the rate of US dollar and Polish zloty (PLN) and
       translation losses on USD transactions with the parent company of a
       long-term investment nature.


                                       8
<PAGE>

                   CENTRAL EUROPEAN DISTRIBUTION CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    Amounts in tables expressed in thousands
                            (except per share data)


4.     EARNINGS PER SHARE

       Net income per common share is calculated under the provisions of FAS No.
       128, "Earnings per Share". The average number of shares outstanding was
       1,780,000 before the initial public offering during 1998 . Giving effect
       of the initial public offering on July 27, 1998 the weighted average
       number of shares outstanding for the three and nine months ended
       September 30, 1998 was 3,193,043 and 2,256,191, respectively. The
       weighted average number of shares outstanding after the effect of the
       acquisitions discussed in Note 5 for the three and nine months ended
       September 30, 1999 was 4,134,230 and 4,021,790, respectively.

       The following table sets forth the computation of basic and diluted
       earnings per share for the periods indicated.

<TABLE>
<CAPTION>
                                                    THREE MONTHS ENDED              NINE MONTHS ENDED
                                              -----------------------------   -----------------------------
                                              SEPTEMBER 30,   SEPTEMBER 30,   SEPTEMBER 30,   SEPTEMBER 30,
                                                   1998            1999            1998            1999
                                              -------------   -------------   -------------   -------------
<S>                                              <C>             <C>             <C>             <C>
Basic:
Net income                                       $   329         $   410         $   860         $1,390
                                                 =======         =======         =======         ======
Average shares outstanding                         3,193           4,134           2,256          4,022
                                                 =======         =======         =======         ======
Basic EPS                                        $  0.10         $  0.10         $  0.38         $ 0.35
                                                 =======         =======         =======         ======

Diluted:
Net income                                       $   329         $   410         $   860         $1,390
                                                 =======         =======         =======         ======

Average shares outstanding                         3,193           4,134           2,256          4,022
Net effect of dilutive  stock  options -
based on the treasury stock method                    --              --              --             --
                                                 =======         =======         =======         ======
Totals                                             3,193           4,134           2,256          4,022
                                                 =======         =======         =======         ======
Diluted EPS                                      $  0.10         $  0.10         $  0.38         $ 0.35
                                                 =======         =======         =======         ======
</TABLE>

       No stock options were exercised during the periods. Warrants granted in
       connection with the IPO and stock options have been excluded from the
       above calculations of diluted shares since the exercise price is equal to
       or greater than the average market price of the common shares during the
       periods.


                                       9
<PAGE>


                   CENTRAL EUROPEAN DISTRIBUTION CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    Amounts in tables expressed in thousands
                            (except per share data)

5.     ACQUISITIONS

       On March 12,1999, the Company purchased certain assets and business
       (excluding manufacture of distilled products) and the trademark of Multi
       Trade Company ("MTC" - a Partnership distributing alcoholic beverages in
       Poland) for $2.9 million cash and 254,230 shares of Common Stock. The
       stock cannot be sold for three years without consent of the Company and
       is unregistered. On May 10, 1999, the Company purchased certain assets,
       business and trademark of The Cellar of Fine Wines Sp. z o.o. ("CFW" - a
       limited liability company distributing wine in Poland) for $ 1.8 million
       cash and 100,000 shares of Common Stock. The stock cannot be sold until
       July 1, 2000 without consent of the Company. The pro forma unaudited
       results of operations for three and nine months ended September 30, 1998
       and 1999, assuming consummation of these two purchases and issuance of
       the common stock as of January 1, 1998, are as follows:


<TABLE>
<CAPTION>
                                       THREE MONTHS ENDED                 NINE MONTHS ENDED
                                -------------------------------    -------------------------------
                                SEPTEMBER 30,     SEPTEMBER 30,    SEPTEMBER 30,     SEPTEMBER 30,
                                     1998              1999             1998              1999
                                -------------     -------------    -------------     -------------
<S>                                <C>               <C>              <C>               <C>
Net sales                          $ 24,362          $ 25,676         $ 67,577          $ 70,919
Net income (loss)                      (378)              410              (21)            1,184
Net income per share data:

Basic and diluted                  $   (.11)         $   0.10         $   (.01)         $   0.29
</TABLE>


       The allocation of the purchase price reflected in the September 30, 1999
       condensed consolidated balance sheet is preliminary and subject to
       revision upon disposition of possible adjustments of the purchase price
       resulting from expiration of the MTC escrow period. The Company has
       obtained an independent valuation of MTC's equipment; the MTC and CFW
       trademarks acquired have been recorded at the estimated fair value of the
       shares issued adjusted for lack of marketability. The remainder of the
       excess cost over net assets acquired from MTC has been reported as
       goodwill and customer lists. Management expects to finalize the purchase
       price allocations during the last quarter of 1999 upon completion of an
       independent valuation of the companies.

6.     LONG-TERM DEBT AND SHORT-TERM BANK LOANS

       In February 1999, the Company obtained from a bank an unsecured USD
       denominated long-term loan to make the MTC acquisition described above.
       The interest on this loan was at the three month USD LIBOR rate plus
       1.85% until August 1, 1999 when it was changed to three month USD LIBOR
       rate plus 1.3% (7.37% at September 30, 1999) and is payable in three
       quarterly installments starting August 31, 2000. The amount payable under
       the loan was $3,500,000 at September 30, 1999.

       In March 1999, the Company obtained an EURO denominated short-term loan
       with another bank for its working capital needs. The interest on this
       loan is at one month EUROLIBOR rate plus 2% (4.57% at September 30, 1999)
       and is payable on March 22, 2000. The amount payable under the loan was
       500,000 EURO (524,000 USD) at September 30, 1999. This loan is
       collaterized by inventory up to a value of 2,000,000 PLN.

       In March 1999, the Company signed an agreement with the same bank for a
       short-term overdraft facility with the maximum limit of 1,850,000 PLN
       (450,000 USD) at


                                       10
<PAGE>

                   CENTRAL EUROPEAN DISTRIBUTION CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    Amounts in tables expressed in thousands
                            (except per share data)


       September 30, 1999. The Company did not have any borrowings outstanding
       for this facility as of September 30, 1999. The interest on this credit
       facility is WIBOR rate plus 1% ( 15.64 % at September 30, 1999). This
       credit line is available until March 22, 2000 and it is collaterized by
       inventory up to a value of 1,900,000 PLN.

       In April 1999, the Company obtained from a bank a USD denominated
       long-term loan for the acquisition of CFW described above. The interest
       on this loan is at the three month USD LIBOR rate plus 1.4% (7.47% at
       September 30, 1999) 1,000,000 USD is payable in November 1999, and
       500,000 USD in May 2001. This loan is collaterized by inventory up to a
       value of 3,500,000 PLN.

       In April 1999, the Company obtained from the same bank an EURO
       denominated long-term loan for the acquisition of CFW described above.
       The interest on this loan is at the three-month EUROLIBOR rate plus 1.4%
       (4.48% at September 30,1999). The amount payable under the loan was
       1,380,000 EURO (1,459,000USD) at September 30, 1999 and the loan is due
       in May 2001. This loan is collaterized by inventory up to a value of
       3,500,000 PLN.

       In May 1999, the Company signed an agreement with a bank for an unsecured
       short- term overdraft facility with the maximum limit of 1,500,000 EURO
       (1,572,000 USD) at September 30,1999 for its working capital needs. The
       interest on this credit facility is at the six month EUROLIBOR rate plus
       0.8% (3.92% at September 30,1999). The amount payable under the credit
       faci1ity was 1,500,000 EURO (1,572,000 USD) as of September 30,1999. This
       credit line is available until May 13, 2000.

7.     INCOME TAXES

       Total income tax expense varies from expected income tax expense computed
       at Polish statutory rates (36% in 1998 and 34% in 1999) as follows:

<TABLE>
<CAPTION>
                                                  NINE MONTHS ENDED            NINE MONTHS ENDED
                                                  SEPTEMBER 30, 1998          SEPTEMBER 30, 1999
                                                  ------------------          ------------------
<S>                                                          <C>                         <C>
       Tax at Polish statutory rate                          $   481                     $   770
       Increase, (reduction) in deferred tax
       valuation allowance                                       (24)                         35
       Permanent differences and other items                      18                          71
                                                             -------                     -------

       Income tax expense                                    $   475                     $   876
                                                             =======                     =======
</TABLE>


       The corporate income tax rate in Poland will be 32% in 2000 based on the
       present legislation.

       Tax liabilities (including corporate income tax, Value Added Tax, social
       security, and other taxes) of the Company's Polish subsidiaries may be
       subject to examinations by Polish tax authorities for up to five years
       from the end of the year the tax is payable. CEDC's US federal income tax
       returns are also subject to examination by US tax authorities. Because
       the application of tax laws and regulations to many types of transactions
       is susceptible to varying interpretations, amounts reported in the
       financial statements could be changed at a later date upon final
       determination by the tax authorities.


                                       11
<PAGE>

                   CENTRAL EUROPEAN DISTRIBUTION CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    Amounts in tables expressed in thousands
                            (except per share data)


8.     CONTINGENCIES

       The Company is involved in litigation and has claims against it for
       matters arising in the ordinary course of business. In the opinion of
       management, the outcome will not have a material adverse effect on the
       Company.

       Additionally, one of the Company's customers has defaulted under the
       terms of a credit arrangement. The Company has initiated legal action
       against this customer and at this date does not anticipate an adverse
       result which would be material. Consequently, no bad debt allowance has
       been established for this event.





                                       12
<PAGE>

ITEM 2.  MANGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

              The following analysis should be read in conjunction with the
              financial statements and the notes thereto appearing elsewhere in
              this report.

OVERVIEW

              The Company's operating results are generally determined by the
              volume of alcoholic beverages that can be sold by the Company
              through its national distribution system, the gross profits on
              such sales and control of costs. The Company purchases the
              alcoholic beverages it distributes from producers as well as other
              importers and wholesalers. Almost all such purchases are made with
              the sellers providing a period of time, generally between 25 and
              90 days, before the purchase price is to be paid by the Company.
              Since the initial public offering, in July 1998, the Company pays
              costs on delivery for most of its domestic vodka purchases in
              order to receive additional discounts. The Company sells the
              alcoholic beverages with a mark-up over its purchase price, which
              mark up reflects the market price for such individual product
              brands in the Polish market. The Company's bad debt ratio
              provision as a percentage of net sales was 0.08% in 1996, 0.12% in
              1997, 0.17% in 1998, and 0.12% in the nine-month period ended
              September 30, 1999.

              The following comments regarding variations in operating results
              should be read considering the rates of inflation in Poland during
              the period, 8.5% in 1998 and 6% for the nine months ended
              September 30, 1999 -- as well as the movement of the Polish zloty
              compared to the U.S. Dollar. The zloty appreciated 0.3% against
              the U.S. Dollar in 1998. In the nine-month period to September 30,
              1999 the zloty depreciated 17% against the U.S. Dollar.

RESULTS OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED WITH NINE MONTHS ENDED SEPTEMBER
30, 1998

              Net sales increased $28.59 million, or 82.0% from $34.86 million
              in 1998 to $63.45 million in 1999. This increase is mainly due to
              increased market penetration by the existing distribution system,
              increased sales of domestic vodka and the effect of acquisitions.

              Cost of goods sold increased $25.0 million, or 84.5%, from $29.59
              million in 1998 to $54.59 million in 1999. As a percentage of net
              sales cost of goods sold increased from 84.9% to 86.0%. This
              increase is mainly due to increased sales of domestic vodka as a
              portion of sales because domestic vodka sells at a lower gross
              margin than imported alcohol products.

              Sales, general and administrative expense increased 63.3% from
              $3.91 million in 1998 to $6.39 million in 1999. This increase is
              mainly due to the expansion of sales noted above. As a percentage
              of net sales, sales, general and administrative expenses decreased
              from 11.2% to 10.1%. This decrease is due to higher utilization of
              the existing distribution system.


                                       13
<PAGE>

              Interest expense increased $20,000 or 11.1% from $180,000 in 1998
              to $200,000 in 1999. This increase is mainly due to additional
              short-term credits to support the sales growth noted above and to
              make acquisitions. As a percentage of net sales, interest expense
              was 0.5% in 1998 and 0.3% in 1999.

              Net realized and unrealized foreign currency transactions resulted
              in gains of $30,000 in 1998 and a loss of $377,000 in 1999. The
              loss in 1999 is mainly due to the losses of the zloty versus the
              EURO and US Dollar in the third quarter. A substantial portion of
              the Company's assets are denominated in the zloty while borrowings
              denominated in EURO's and US Dollars were increased.

              Income tax expense increased $401,000 from $475,000 in 1998 to
              $876,000 in 1999. This increase is mainly due to the increase in
              income before income taxes from $1.34 million to $2.27 million,
              respectively and adjustments of the deferred tax asset valuation
              allowance in the third quarter.

              The effective tax rate increased from 36% in 1998 to 39% in 1999.

              Permanent differences (for items such as non-deductible interest,
              taxes, and depreciation) between financial and taxable income
              increased in the nine month period ended September 30, 1999 and
              the Company also adjusted the deferred tax valuation allowance as
              noted above. Consequently, the effective tax rate was higher in
              1999. See notes to the consolidated condensed financial statements
              for further information on income taxes.

              Net income increased $530,000 from $860,000 in 1998 to $1.39
              million in 1999. This increase is due to the factors noted above.

THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED WITH THREE MONTHS ENDED
SETEMBER 30, 1998

              Net sales increased $12.7 million, or 98% from $12.97 million to
              $25.68 million. This increase is mainly due to increased market
              penetration by the existing distribution system, increased sales
              of domestic vodka and acquisitions.

              Cost of goods sold increased $11.09 million, or 100%, from $11.06
              million in 1998 to $22.15 million in 1999. As a percentage of net
              sales cost of goods sold increased from 85.3% to 86.2%. This
              increase is mainly due to higher sales of domestic vodka, which
              sells at a lower gross margin than imported products.

              Sales, general and administrative expense increased $873,000, or
              58% from $1.51 million in 1998 to $2.38 million in 1999. This
              increase is mainly due to the expansion of sales noted above. As a
              percentage of net sales, sales, general and administrative
              expenses decreased from 11.6% to 9.3%.

              Interest expense increased $15,000 from $75,000 in 1998 to $90,000
              in 1999. This increase is mainly due to additional borrowings for
              working capital and for the acquisitions. Interest income remained
              constant at $99,000 in 1998 and 1999. This other income was mainly
              due to cash invested in short-term deposits.


                                       14
<PAGE>

              Net realized and unrealized foreign currency transactions
              decreased $464,000 from a gain of $70,000 in 1998 to a loss of
              $394,000 in 1999. During the three months ended September 30,
              1999, the zloty, in which a substantial portion of the Company's
              assets are denominated, depreciated versus the U.S. Dollar by 5%.

              Income tax expense increased $308,000, from $172,000 in 1998 to
              $480,000 in 1999. This increase is mainly due to the increase in
              income before income taxes from $501,000 to $890,000, respectively
              and an adjustment of the deferred tax asset valuation allowance
              and calculations of the tax benefits applicable to translation
              differences.

              The effective tax rate increased from 34.3% in 1998 to 53.9% in
              1999. Permanent differences (for items such as non-deductible
              interest, taxes, and depreciation) between financial and taxable
              income increased, and the deferred tax asset valuation allowance
              and tax benefits of translation differences arising in the second
              quarter were adjusted in the quarter ended September 30, 1999. For
              these reasons the effective tax rate was significantly higher in
              1999.

              Net income increased $81,000 from $329,000 in 1998 to $410,000 in
              1999. This increase is due to the factors noted above.

STATEMENT OF LIQUIDITY AND CAPITAL RESOURCES

              The Company's net cash balance increased by $2.45 million in the
              first nine months of 1999 compared to an increase of $1.49 million
              in the corresponding period of 1998, primarily as a result of
              higher working capital provided from debt financing activities.

              The net cash used in operating activities decreased by $3.83
              million in 1999 to a negative $1.35 million compared to a negative
              $5.18 million in 1998. The increase is due to higher working
              capital from operations and the effect of borrowings.

              The investing activities amount to $5.71 million in the 1999
              period and are in most part related to the acquisitions as well as
              a substantial increase in vehicle purchases as leases expired.
              During the 1998 period the investing activities amounted to $1.82
              million of which the largest part was invested in marketable
              securities.

              Financing activities resulted in an increase of $8.56 million due
              to EURO and U.S. Dollar denominated loans. The net change of the
              overdraft facility and short-term borrowings was an increase of
              borrowings of $2.1 million.

              The Company began 1999 debt free and in the first nine-months of
              1999 the Company incurred short-term debts of $1.02 million and
              long-term debt of $5.93 million to facilitate the acquisitions and
              increase working capital.

              The amount of the Company's stockholders' equity is directly
              affected by foreign currency translation adjustments. In the first
              nine months of 1999, such adjustments resulted in a comprehensive
              loss of $1.56 million and a decrease in stockholders' equity of a
              like amount. See note 3 to the condensed consolidated financial
              statements for further information.




                                       15
<PAGE>

STATEMENT ON INFLATION AND CURRENCY FLUCTUATIONS

              Inflation in Poland is projected at 8.0% for the whole of 1999,
              substantially lower than in previous years and therefore the
              impact on the financial statements in the first nine months of the
              year is less material than in previous years.

              The share of purchases denominated in non-Polish currency has
              decreased resulting in lower foreign exchange exposure for
              purchases. However, the level of borrowing denominated in U.S.
              Dollars and EURO's has increased due to higher sales and the need
              to finance the acquisitions. The zloty has depreciated 17% against
              the US Dollar in the first nine months of 1999, and has
              depreciated 7% against the EURO.

SEASONALITY

              The Company's sales have been historically seasonable with 60% of
              the sales in 1998 occurring in the second half of the year, of
              which over 35% occurred in the last quarter. The higher leveraging
              of the business and effectiveness result in larger share of net
              profits earned in the second half of the year. In fiscal 1998,
              over 63% of net profits were earned in the second half of the year
              with 41% in the last quarter.

              The Company expects to experience variability in the sales and net
              income on a quarterly basis.

              The Company's working capital requirements are also seasonal, and
              are normally highest in the months of December to January.
              Liquidity is then normally improving when collections are made on
              the higher sales during the month of December.

OTHER MATTERS

              In March 1999 the Polish tax authorities in Warsaw assessed Value
              Added Tax ("VAT") of approximately $110,000 including penalties
              and penalty interest. The assessment was made on the basis of
              alleged improper treatment of input and output VAT on certain of
              the Company's transactions. The Company has appealed the decision.
              The Management believes that the Company's case is defensible. An
              accrual of $20,000 has been made in the financial statements
              however.

              The Company continues to be involved in litigation from time to
              time in the ordinary course of business. In management's opinion,
              the litigation in which the Company is currently involved,
              individually and in the aggregate, is not material to the
              Company's financial condition or results of operations.

              During March of 1999 the Company also finalized its acquisition of
              Multi Trade Company paying approximately $2.9 million in cash and
              254,230 shares of restricted stock. The acquisition did not have a
              significant effect on operating results for the first quarter of
              1999 although it did effect the second and third quarters. In May
              the Company finalized the acquisition of The Cellars of Fine Wines
              paying approximately $1.8 million and 100,000 shares of restricted
              stock. This acquisition had a minor effect on operating results
              for the second quarter and had an effect on the third quarter.



                                       16
<PAGE>

YEAR 2000 COMPLIANCE

              The Company's software systems are Year 2000 compliant and were
              tested in the fourth quarter of 1998. The compliance of the
              software systems is guaranteed by the manufacturer of the
              software.

              The Company is presently in the final stages of Year 2000
              preparations. The Company has retained an independent consulting
              company to review the compliance of its hardware and operating
              systems.

              A final report confirms that all workstations are compliant. The
              Company has replaced hardware as a part of systems upgrade at a
              cost of $30,000.

              Further, the Year 2000 compliant upgrade to Novell, the operating
              system used by the Company, is commercially available and is being
              implemented at an estimated cost of $20,000.

              The Company estimates that the total cost of completing the Year
              2000 compliance will not exceed $50,000.

              Given the relatively small size of the Company's business with any
              particular supplier or customer, the Company has not carried out
              compliance tests with its suppliers or customers. Although it does
              not anticipate serious problems, it cannot be certain about the
              effects on its business of the uncertainty surrounding the
              compliance efforts of suppliers and customers.

              The Company does not expect any disruptions in its operations as a
              result of any failure by the Company to be in compliance with Year
              2000 requirements.



                                       17
<PAGE>

PART II. OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8K

         (a) Exhibits

             27   Financial Data Schedule

PART II. OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8K

         (a) Exhibit

             Financial Data Schedule

         (b) Reports on Form 8-K

             No reports on form 8-K were filed during the third quarter of 1999.



                                       18
<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.

                                     CENTRAL EUROPEAN DISTRIBUTION CORPORATION
                                                    (registrant)


Date: November 14, 1999              By: /s/ WILLIAM V. CAREY
                                        ----------------------------------------
                                                   William V. Carey
                                         President and Chief Executive Officer



Date: November 14, 1999              By: /s/ DOROTA ANTIONSIK
                                        ----------------------------------------
                                                   Dorota Antionsik
                                             Acting Chief Financial Officer





                                       19
<PAGE>

                               INDEX OF EXHIBITS

EXHIBIT                             DESCRIPTION
--------                            -----------

  27                                Financial Data Schedule