---

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



---



FORM 10-Q/A



---



(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, 2004



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.)
|                                                    | 
|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)



---



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 12b-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 October 28, 2004:



Common Stock ($.01 par value) 16,411,942 shares



---



---

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 September 30, 2004, of
Central European Distribution Corporation (the Company), which was originally filed with the Securities and Exchange Commission on November 9, 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



Evaluation of Disclosure Controls and Procedures



The Companys management, including the Companys President and
Chief Executive Officer and Vice President and Chief Financial Officer, conducted an evaluation as of September 30, 2004, of the effectiveness of the Companys disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule
15d-15(e)). The Companys disclosure controls and procedures are designed to provide reasonable assurance that the controls and procedures will meet their objectives. Based on that evaluation as of September 30, 2004, the President and Chief
Executive Officer and Vice President and Chief Financial Officer concluded that the disclosure controls and procedures were effective at the reasonable assurance level to ensure that all material information relating to the Company or its
consolidated subsidiaries required to be disclosed in the reports the Company files and submits under the Securities and Exchange Act of 1934 has been made known to them on a timely basis and that such information is properly recorded, processed,
summarized and reported, as required.



Changes in Internal Controls



There have been no changes in the Companys internal
controls over financial reporting during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, the Companys internal controls over financial reporting.



Sarbanes-Oxley Section 404 Compliance



Section 404 of the Sarbanes-Oxley Act of 2002 (the Act) will
require the Company to include an internal control report from management in its Annual Report on Form 10-K for the year ended December 31, 2004, and in subsequent Annual Reports thereafter. The internal control report must include the following:
(1) a statement of managements responsibility for establishing and maintaining adequate internal control over financial reporting, (2) a statement identifying the framework used by management to conduct the required evaluation of the
effectiveness of the Companys internal control over financial reporting, (3) managements assessment of the effectiveness of the Companys internal control over financial reporting as of December 31, 2004, including a statement as to
whether or not internal control over financial reporting is effective, and (4) a statement that the Companys independent auditors have issued an attestation report on managements assessment of internal control over financial reporting.



Management acknowledges its responsibility for establishing
and maintaining internal controls over financial reporting and seeks to continually improve those controls. In addition, in order to achieve compliance with Section 404 of the Act within the required timeframe, since 2004 the Company has been
conducting a process to document and evaluate its internal controls over financial reporting. In this regard, the Company has dedicated internal resources, and adopted a detailed work plan to: (i) assess and document the adequacy of internal control
over financial reporting; (ii) take steps to improve control processes where required; (iii) validate through testing that controls are functioning as documented; and (iv) implement a continuous reporting and improvement process for internal control
over financial reporting. The Company believes its process for documenting, evaluating and monitoring its internal control over financial reporting is consistent with the objectives of Section 404 of the Act.



During the first nine months of 2004, the Company commenced testing of its
internal controls. The Companys documentation and testing to date have identified certain deficiencies in the initial testing of the documentation, design and effectiveness of internal controls over financial reporting that the Company is in
the process of remediating. As of September 30, 2004, the Companys President and Chief Executive Officer and Vice President and Chief Financial Officer concluded that none of such deficiencies did or would render ineffective the Companys
disclosure controls and procedures from providing reasonable assurance of achieving the desired control objectives and, therefore, further concluded that the Companys disclosure controls and procedures were effective at the reasonable
assurance level. Given the risks inherent in the design and operation of internal controls over financial reporting, the Company can provide no assurance as to its, or its independent auditors conclusions at December 31, 2004 with respect to
the effectiveness of its internal controls over financial reporting.



2



---

Limitation on the Effectiveness of Controls



It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not
absolute, assurance that the objectives of the control system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of
control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.





3



---

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              





4



---

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)





5