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

                       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 MARCH 31, 2001

           OR

      [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
           EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
           JANUARY 1, 2001 TO MARCH 31, 2001.


                         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 March 31, 2001:

Common Stock ($.01 par value)............................... 4,329,456 shares

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

                                       1
<PAGE>
INDEX
<TABLE>
<CAPTION>
                                                                                         PAGE
                                                                                        -------
<S>  <C>                                                                                    <C>
PART I.    FINANCIAL INFORMATION

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

           Consolidated Condensed Balance Sheets, March 31,
           2001 (unaudited) and December 31, 2000 ...................................       3

           Consolidated Condensed Statements of Income (unaudited) for the
           three month periods ended March 31, 2000 and March 31, 2001...............       5

           Consolidated Condensed Statements of Changes in Stockholders'
           Equity (unaudited) as of March 31, 2001...................................       6

           Consolidated Condensed Statements of Cash Flows (unaudited) for
           the three month periods  ended March 31, 2000 and March 31, 2001..........       7

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

Item 2.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations ......................................      15

Item 3.    Quantitative and Qualitative Disclosure About Market Risk.................      18

PART II.   OTHER INFORMATION

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

Signatures............................................................................     20
</TABLE>

                                        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)


                                                         December 31, March 31,
                                                            2000        2001

CURRENT ASSETS
Cash and cash equivalents                                   $2,428      $ 923
Accounts receivable, (net of allowance for doubtful
accounts of $1,230,000, and $1,459,000 respectively)        30,983     22,606
Inventories                                                  9,557      7,895
Prepaid expenses and other current assets                      809        988
Deferred income taxes                                          416        491
                                                       ------------------------
TOTAL CURRENT ASSETS                                      $ 44,193   $ 32,903

Intangible assets, net                                      11,471     11,232
Equipment, net                                               3,031      3,348
Deferred income taxes                                           80         21
Other assets                                                   536        758
                                                       ------------------------
TOTAL ASSETS                                              $ 59,311   $ 48,262
                                                       ========================

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     March 31,
                                                                                         31, 2000       2001
<S>                                                                                      <C>          <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Trade accounts payable                                                                   $ 26,399     $ 15,917
Bank loans and overdraft facilities                                                         1,383        1,451
Current portion of long term debt                                                           5,400        5,302
Income taxes payable                                                                           35           74
Taxes other than income taxes                                                                 928          475
Other accrued liabilities                                                                     686        1,210
                                                                                        ------------------------
TOTAL CURRENT LIABILITIES                                                                  34,831       24,429

Long term debt, less current maturities                                                     7,988        6,684

COMMITMENTS AND CONTINGENCIES

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, 4,402,356 shares issued at
December 31, 2000 and March 31, 2001, respectively)                                            45           45
Additional paid-in-capital                                                                 14,175       14,175
Retained earnings                                                                           4,635        5,014
Accumulated other comprehensive loss                                                      (2,243)      (1,935)
Less Treasury Stock at cost (64,100 shares at December 31, 2000 and 72,900 shares at
March 31, 2001)                                                                             (120)        (150)
                                                                                        ------------------------
TOTAL STOCKHOLDERS' EQUITY                                                                 16,492       17,149
                                                                                        ------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                               $ 59,311     $ 48,262
                                                                                        ========================
</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       Three
                                                                                          months      months
                                                                                          ended        ended
                                                                                         March 31,    March 31,
                                                                                           2000         2001
<S>                                                                                      <C>         <C>
Net sales                                                                                $ 18,720    $ 33,602
Cost of goods sold                                                                         15,920      29,051
                                                                                       -------------------------

Gross Margin                                                                                2,800       4,551

Sales, general and administrative expenses                                                  1,884       3,303
Depreciation of equipment                                                                     100         238
Amortization of goodwill and trademark                                                        134         197
Bad debt expense                                                                              435         229
                                                                                       -------------------------

Operating income                                                                              247         584

Non operating income (expense)
Interest income                                                                                56          19
Interest expense                                                                             (136)       (297)
Realized and unrealized foreign exchange (loss) gain,  net                                    (91)        216
Other (expenses) income, net                                                                  (42)         14
                                                                                       -------------------------

Income before taxes                                                                            34         536
Income tax expense                                                                             11         157
                                                                                       -------------------------

Net income                                                                                   $ 23        $379
                                                                                       =========================

Net income per share of common stock, basic and diluted                                     $0.01      $ 0.09
                                                                                       =========================
</TABLE>

See accompanying notes.

                                       5
<PAGE>

                    CENTRAL EUROPEAN DISTRIBUTION CORPORATION

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

<TABLE>
<CAPTION>

                                              Capital Stock
                                        Issued          In Treasury
                                  No.  of    Amount  No. of    Amount   Additional  Retained   Accumulated     Total
                                   Shares             Shares             Paid-in-   Earnings       Other
                                                                         Capital               Comprehensive
                                                                                                    Loss

<S>                                   <C>         <C>      <C>   <C>        <C>         <C>          <C>         <C>
Balance at December 31, 2000          4,402       $45      64    $(120)     $14,175     $4,635       $(2,243)    $16,492

Net income for the three months
ended March 31, 2001                                                                       379                       379

Foreign currency translation
adjustment                                                                                               308         308
                                  ----------------------------------------------------------------------------------------
Comprehensive income for the
three months ended March 31, 2001                                                          379           308         687
Treasury shares purchased                                   9      (30)                                              (30)
                                  ----------------------------------------------------------------------------------------

Balance at March 31, 2001             4,402       $45      73    $(150)     $14,175     $5,014       $(1,935)    $17,149
                                  ========================================================================================

</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>
                                                                               Three months       Three months
                                                                              ended March 31,    ended March 31,
                                                                                    2000               2001
OPERATING ACTIVITES
<S>                                                                                   <C>                <C>
Net income                                                                            23                 379
Adjustments to reconcile net income to net cash provided by (used in)
operating activities
      Depreciation and amortization                                                  234                 435
      Deferred income tax benefit                                                      -                 (16)
      Bad debt provision                                                             435                 229
      Changes in operating assets and liabilities
            Accounts receivable                                                   (7,413)              8,148
            Inventories                                                           (1,147)              1,662
            Prepayments and other current assets                                  (1,937)               (179)
            Trade accounts payable                                                 8,205             (10,482)
            Income and other taxes                                                 1,470                (318)
            Other accrued liabilities and other                                    1,555                 524
                                                                             --------------------------------

Net Cash Provided By Operating Activities                                          1,425                 382

INVESTING ACTIVITIES
Purchases of equipment                                                              (288)               (523)
Acquisition of subsidiary                                                         (3,855)                  -
                                                                             --------------------------------

Net Cash Used In Investing Activities                                             (4,143)               (523)

FINANCING ACTIVITIES
Borrowings on overdraft facility                                                       -                  68
Payments of overdraft facility                                                      (171)                  -
Payment of short term borrowings                                                    (502)                (98)
Long term borrowings                                                               4,000                   -
Payments of long term borrowings                                                       -              (1,304)
Purchase of treasury shares                                                            -                 (30)
                                                                             --------------------------------
Net Cash Provided By (Used In) Financing Activities                                3,327              (1,364)
                                                                             --------------------------------
Net Increase (Decrease) in Cash and cash equivalents                                 609              (1,505)
Cash and cash equivalents at beginning of period                                   3,115               2,428
                                                                             --------------------------------
Cash and cash equivalents at end of period                                       $ 3,724                $923
                                                                             ================================

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING ACTIVITIES
Common stock issued in connection with investment in subsidiary                  $ 1,278                   -
                                                                             ================================
Supplemental disclosures of cash flow information
Interest paid                                                                      $ 136               $ 268
Income taxes paid                                                                  $ 635               $ 169

</TABLE>

See accompanying notes.


                                       7
<PAGE>

                    CENTRAL EUROPEAN DISTRIBUTION CORPORATION

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                    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). In 1999 CEDC, following two acquisitions formed two
         additional subsidiaries (MTC and CFW) and in 2000 acquired another
         company as disclosed in Note 5 below. CEDC and its subsidiaries are
         referred to herein as the Company.

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 and the disclosures herein are adequate to make the
         information presented not misleading. Operating results for the three
         months period ended March 31, 2001 are not necessarily indicative of
         the results that may be expected for the year ended December 31, 2001.

         The balance sheet at December 31, 2000 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, 2000.

3.       COMPREHENSIVE INCOME

         During the three months period ended March 31, 2001, the Company
         incurred foreign currency translation gains of $308,000, and reported
         an accumulated other comprehensive loss of $1,935,000 as of March 31,
         2001 as reflected in the Consolidated Condensed Statement of Changes
         in Stockholders' Equity (unaudited). The gain was due to the currency
         fluctuations, largely between the Polish Zloty and the US Dollar, and
         local currency translation movements on USD transactions with the
         parent Company of a long-term investment nature. No deferred tax
         benefit is recorded on the accumulated other comprehensive loss as it
         is CEDC's current intention to reinvest subsidiary earnings. The total
         of the accumulated other comprehensive loss consists solely of currency
         translation adjustments.

                                       8
<PAGE>


                    CENTRAL EUROPEAN DISTRIBUTION CORPORATION

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


4.       EARNINGS PER SHARE

         Net income per share of common stock is calculated under the provisions
         of SFAS No. 128, "Earnings per Share". The increase in the weighted
         average shares of common stock in 2001 gives effect to the acquisition
         of "PHA" in 2000.

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




                                                Three Months Ended March 31,
                                                        2000           2001
       Basic:
       Net income                                       $ 23          $ 379
                                                  ===========    ===========
       Weighted Average shares of common
       stock outstanding                               4,137          4,332
                                                  ===========    ===========
       Basic EPS                                      $ 0.01          $0.09
                                                  ===========    ===========

       Diluted:
       Net Income                                       $ 23          $ 379
                                                  ===========    ===========

       Weighted Average shares of common
       stock outstanding                               4,137          4,332
                                                  ===========    ===========

       Net effect of dilutive stock options-
       based on the treasury stock method                  -              -
       Totals                                          4,137          4,332
                                                  ===========    ===========
       Diluted EPS                                     $0.01          $0.09
                                                  ===========    ===========



         No stock options have been exercised during the first quarter of 2001.
         Warrants granted in connection with the 1998 Initial Public Offering
         and stock options granted in 1998, 1999 and 2000 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 2000 and 2001.


                                       9
<PAGE>

                    CENTRAL EUROPEAN DISTRIBUTION CORPORATION

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


5.       ACQUISITIONS


         On March 31, 2000, the Company purchased 100% of the voting shares of
         Polskie Hurtownie Alkoholi Sp. z o.o. (PHA) for $4.0 million cash and
         268,126 shares of Common Stock. The shares issued may not be sold
         without the Company's consent for three years subsequent to the
         acquisition. As part of the purchase agreement with PHA, a non-compete
         agreement was established with the former stockholders for a period of
         three years.

         The acquisition was accounted for as a purchase. Accordingly, the
         assets and liabilities of the acquired business are included in the
         consolidated financial statements as of March 31, 2000.

         The Company obtained an independent valuation for this acquisition. The
         cost of the acquisition was allocated to the tangible assets acquired
         based on the fair values at dates of acquisition and estimated values
         per the valuation report. The excess ($5,490,000) of the cost over the
         amounts allocated as described above represents goodwill. The purchase
         price allocations was finalized during the first quarter of 2001. No
         significant adjustments were recognized with respect to the
         finalisation of the purchase price allocations.

         The pro forma unaudited results of operations for the three month
         period ended March 31, 2000 assuming the consummation of this
         acquisition and issuance of the common stock as of January 1, 2000 are
         disclosed below.



                                                      Three months ended
                                             March 31, 2000      March 31, 2001
                                             --------------      --------------

         Net sales                                  $28,193            $ 33,602
         Net income(loss)                               (94)                379
         Net income(loss) per share data:
                                             ---------------     ---------------
         Basic and diluted                          $ (0.02)             $ 0.09
                                             ===============     ===============


                                       10
<PAGE>

                    CENTRAL EUROPEAN DISTRIBUTION CORPORATION

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


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

         On May 16, 2000 the Company signed an agreement for a long term loan of
         $850,000. The annual interest rate is 3 month LIBOR plus 1.5%. The loan
         is repayable in instalments of $212,500 commencing August 20, 2001. In
         the three months ended March 31, 2001 the Company repaid $100,000.

         In June 2000, the Company signed an overdraft facility agreement of
         $500,000 for financing trade activity with JMB a new key account. This
         facility was increased in August 2000 by an additional $500,000 to
         cover increased trade. On August 1, 2000, the Company signed an
         agreement for a short term loan amounting to $ 233,110. The annual
         interest rate is 1 month LIBOR plus 0.8%. The interest is paid monthly.
         The loan is repayable on June 16, 2001. In January 2001 both of these
         loans were converted to a EURO loan of 734,982 with a review date of
         January 2002. The interest rate is 3 month EURIBOR plus 0.8%.

         During 1999, the Company acquired a long term U.S. Dollar loan of
         $3,500,000. The loan stipulated a principle repayment of $1,765,000
         during 2000 with the balance payable in February 2001. During the three
         months to March 31, 2001 the Company repaid an additional $782,900 and
         negotiated an extension of the balance until June 2001. The loan may be
         repaid in USD with an annual interest rate of LIBOR plus 1.85%, or in
         DEM with an annual interest rate of EURIBOR plus 1.95% or in Swiss
         Francs with an annual interest rate of LIBOR plus 2.25%. The loan was
         collateralised by bill of exchange issued by the Company.

         During April 1999, the Company obtained a $1,500,000 USD denominated
         long-term loan. The interest on this loan is at 3 month LIBOR plus
         1.4%. This loan has been extended to April 2002 as part of a frame
         agreement.


                                       11
<PAGE>

                    CENTRAL EUROPEAN DISTRIBUTION CORPORATION

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


7.       INCOME TAXES

         Total income tax expense varies from expected income tax expense
         computed at enacted Polish statutory rates (30% in 2000 and 28% in
         2001) as follows:



                                                       Three months ended
                                                March 31, 2000   March 31, 2001
                                                --------------   --------------

         Tax at the Polish Statutory rate                  $10             $150
         Permanent differences and other items               1                7

                                                ---------------  --------------
         Income tax expense                                $11             $157
                                                ===============  ==============



         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 in which the tax is payable. CEDC's US
         federal income tax returns are also subject to examination by US tax
         authorities. As the application of tax laws and regulations for the
         many types of transactions is susceptible to varying interpretations,
         amounts reported in the financial statements may change at a later date
         upon final determination by the tax authorities.


8.       COMMITMENTS AND CONTINGENT LIABILITIES

         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.

         One of the Company's subsidiaries articles of association states that
         retained earnings must be distributed to the shareholders. The
         subsidiary has not paid any dividends, but rather elected to retain its
         profits. The Polish tax authorities may view the violation of the
         articles of association as a form of a non-interest bearing loan and as
         a result impute taxable interest based on the bank borrowing rate. This
         imputed interest is taxable at the corporate income tax rate. The
         additional amount of tax that maybe payable could amount to
         approximately $144,000 USD. The subsidiary has revised its articles in
         order to minimize the risk and also believes that no provision for the
         added tax expenses is necessary at this time.


9.       SHARE REPURCHASE PROGRAM

         On November 27, 2000 the Company's Board of Directors authorized a
         share repurchase program to purchase up to 200,000 shares in the open
         market. In 2000, the Company purchased 64,100 shares in the open market
         for $120,000 including costs. In the first three months of 2001, the
         Company purchased an additional 8,800 shares for $30,000 including
         costs. These shares have been treated as treasury stock and are
         accounted for by means of a reduction to the outstanding capital stock.
         The Company may purchase the remaining authorized shares over the next
         nine months on the open market.


                                       12
<PAGE>

                    CENTRAL EUROPEAN DISTRIBUTION CORPORATION

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


10.  DERIVATIVE FINANCIAL INSTRUMENTS

     Effective January 1, 2001, the Company adopted SFAS 133 (as amended by SFAS
     138), which establishes accounting and reporting standards for financial
     derivative instruments. All derivatives, whether designated as hedging
     relationships or not, are required to be recorded on the balance sheet at
     fair value. The Company uses derivatives to moderate the financial market
     risks of its business operations. Derivative products such as forward
     contracts are used to hedge the foreign currency market exposures
     underlying certain liabilities in currencies other than the U.S. Dollar
     with financial institutions. The Company's accounting policy for these
     instruments is based on its designation of the instruments as hedging
     transactions. An instrument is designated as a hedge based in part on its
     effectiveness in risk reduction and one-to-one matching of derivatives on
     the balance sheet at fair value.

     The Company has designated its forward contracts as fair value hedges
     (i.e., hedging the exposure to changes in the fair value of the foreign
     denominated bank loans), the gain or loss on the derivative instrument as
     well as the offsetting gain or loss on the hedged item attributable to the
     hedged risk are recognized in earnings in the current period.

     The adoption of SFAS 133 on January 1, 2001, resulted in no cumulative
     adjustment to OCL.

     For currency forward contracts, effectiveness is measured by using the
     forward-to-forward rate compared to the underlying economic exposure. The
     ineffective portion recognized in non-operating income is a $70,000 gain.




                                       13
<PAGE>

                    CENTRAL EUROPEAN DISTRIBUTION CORPORATION

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




11.      SUBSEQUENT EVENTS

         The Company completed the acquisition of substantially all (97%) of the
         common stock of Astor Sp. z o.o. effective April 5, 2001, for a cash
         purchase price of $1,200,000 and 30,000 shares of CEDC stock ($95,000).
         The shares issued may not be sold without the Company's consent for two
         years subsequent to the acquisition. As part of the purchase agreement
         with Astor, a non-compete agreement was established with the former
         stockholders for a period of two years. The terms of the agreement
         allow for additional payment of both cash and Company stock (40/60
         split) which is contingent upon Astor Sp. z o.o. achieving a certain
         profit target. The contingent payment is based upon five times the
         accumulated average after tax profit over the next three years of the
         acquired company. The Company anticipates that the final acquisition
         price (after adjustment for the above contingent payment) will total
         approximately $1,900,000. The acquired company is based in Olsztyn,
         Poland. Astor Sp. z o.o. primary area of activity is the distribution
         of various spirits.

         The acquisition of the common stock of Astor Sp. z o.o. will be
         accounted for as a purchase. As such, the excess of the preliminary
         purchase price over the estimated fair value of the acquired net assets
         ($100,000) which approximates $1,800,000 USD will be recorded as
         goodwill.



         The acquisition price was financed using the Company's loan facilities
         and issuance of Company stock as indicated above.

         The following unaudited pro forma results of operations of the Company
         give effect to the acquisition of Astor Sp. z o.o. as though the
         transaction had occurred on January 1, 2001.

                                                              Three months ended
                                                                  March 31, 2001
                                                              ------------------

         Net sales                                                      $ 37,746
         Net income                                                          481
         Net income per share data:
                                                              ------------------
         Basic and diluted                                                 $0.11
                                                              ==================


         The unaudited pro forma financial information presented is not
         necessarily indicative of the results of operations that would have
         occurred had the acquisition taken place on January 1, 2001.

        Comparative pro forma financial information has not been presented for
         the three months period ended March 31, 2000, as the acquired Company
         was not established until the latter part of 2000.


12.      RECLASSIFICATIONS

         Certain amounts in the consolidated condensed financial statements have
         been reclassified from prior period to conform to the current year
         presentation.


                                       14
<PAGE>





ITEM 2.    MANAGEMENT'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 0.17% in 1998, 0.28% in 1999, 0.39% in 2000, and
           0.68% for the three months period ended March 31, 2001.

           The following comments regarding variations in operating results
           should be read considering the rates of inflation in Poland during
           the period, 8.5% in 2000 and 6.2% for the three months ended March
           31, 2001 - as well as the movement of the Polish Zloty compared to
           the U.S. Dollar. The Zloty appreciated 0.1% against the U.S. Dollar
           in 2000. For the three months period ended March 31, 2001, the Zloty
           appreciated 1.0% against the U.S. Dollar.

           RESULTS OF OPERATIONS


           THREE MONTHS ENDED MARCH 31, 2001 COMPARED WITH THREE MONTHS ENDED
           MARCH 31, 2000

           Net sales increased $14.9 million, or 79% from $18.7 million to $33.6
           million. This increase is mainly due to the inclusion of PHA's sales
           for the 2001 quarter which, accounted for $11.2 million or 75% of the
           increase. The remainder being $3.7 million or 25% is attributable to
           the increased market penetration of the existing distribution system.

           Cost of goods sold increased $13.1 million, or 82%, from $16.0
           million in 2000 to $29.1 million in 2001. This increase is again
           mainly due to the inclusion of PHA's cost of goods sold for the 2001
           quarter which accounted for $10.0 million or 76.3% of the increase.
           The remainder being $3.1 million or 23.7% is attributable to the
           increase in the business activity. As a percentage of net sales, cost
           of goods sold increased from 85.1% to 86.5%. This increase is caused
           by the higher proportion of low margin products in the total sales
           mix brought about by the acquisition of PHA.

           Selling, general and administrative expense as a total increased $1.4
           million, or 75% from $1.9 million in 2000 to $3.4 million in 2001.
           This increase is mainly due to the inclusion of PHA's overheads of
           $0.8 million for the 2001 quarter only. The balance of $0.6 million
           relates to on going operations resulting from the expansion of sales
           noted above. As a percentage of net sales, selling, general and
           administrative expenses decreased from 10.4% to 9.8%. Core cash
           backed operating costs as a percentage of sales remained stable at
           10% of net sales.

           Interest expense increased $161,000 from $136,000 in 2000 to $297,000
           in 2001. This increase is mainly due to additional borrowings for the
           acquisitions. Interest income decreased $37,000 from $56,000 in 2000
           to $19,000 in 2001. This other income was mainly due to cash invested
           in short-term deposits.

           Net realized and unrealized foreign currency transactions improved
           $307,000 from a loss of $91,000 in 2000 to a gain of $216,000 in
           2001. During the three months ended March 31, 2001, the zloty, in
           which a substantial portion of the Company's assets are denominated,
           appreciated 1.0% versus the U.S. Dollar.

                                       15
<PAGE>

           Income tax expense increased $146,000 from $11,000 in 2000 to
           $157,000 in 2001. This increase is mainly due to the increase in
           income before taxes from $34,000 to $536,000, respectively.

           The effective tax rate decreased from 32.4% in 2000 to 29.3% in 2001.

           Net income increased $356,000 from $23,000 in 2000 to $379,000 in
           2001. This increase is due to the factors noted above.

           STATEMENT OF LIQUIDITY AND CAPITAL RESOURCES

           The Company's net cash balance decreased by $1.5 million in the first
           three months of 2001 compared to an increase of $0.6 million in the
           corresponding period of 2000, primarily as a result of the repayment
           of debt.

           The net cash provided by operating activities decreased by $1.0
           million in 2001 to a positive $0.4 million compared to a positive
           $1.4 million in 2000. The decrease is due to quicker repayment of
           suppliers in order to maximise settlement discounts.

           The investing activities amount to $0.5 million in the 2001 period
           and are primarily due to investments in distribution depots, IT
           system upgrades and vehicle replacements. During the 2000 period the
           investing activities amounted to $4.1 million of which the largest
           part was the acquisition of PHA.

           Financing activities resulted in a decrease of $4.7 million due to
           the repayment of EURO and U.S. Dollar denominated loans in the 2001
           period, whereas in 2000 the Company borrowed funds.

           The Company began 2001 with bank overdrafts, short and long term
           debts of $14.8 million and in the first three-months of 2001 the
           Company reduced this debt by $1.4 million. As at March 31, 2001 the
           Company had total third party debts of $13.4 million.

           The amount of the Company's stockholders' equity is directly affected
           by foreign currency translation adjustments. In the first three
           months of 2001, such adjustments reduced the cumulative comprehensive
           loss to $1.9 million. See note 3 to the condensed consolidated
           financial statements for further information.


           STATEMENT ON INFLATION AND CURRENCY FLUCTUATIONS

           Inflation in Poland is projected at 6.2% for the whole of 2001,
           compared to 8.5% for 2000. For the first three months of 2001,
           inflation was 6.4%. The share of purchases denominated in non-Polish
           currency has decreased resulting in lower foreign exchange exposure
           for purchases. The Zloty has appreciated 1.0% against the US Dollar
           in the first three months of 2001, and has appreciated 6.2% against
           the EURO.


                                       16
<PAGE>

           SEASONALITY

           The Company's sales have been historically seasonable with around
           20.0% of the sales in 2000 occurring in the first quarter of the year
           and over 30% occurred in the last quarter.

           The Company expects to experience variability in 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 November to December. Liquidity is
           then normally improving when collections are made on the higher sales
           during the month of January.


           OTHER MATTERS

           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.

                                       17
<PAGE>


ITEM 3:    Quantitative and Qualitative Disclosures About Marketable Securities


           Foreign Currency Risk. Currently all of the Company's loans
           (excluding bank overdrafts) are denominated in currencies other than
           its functional currency of its subsidiaries, the Polish Zloty, as a
           result we have in the three months ended March 31, 2001 experienced
           significant foreign exchange exposures. To contain these exposures
           the Company acquires fixed period forward exchange contracts matched
           in denomination and value to the associated loans. For further
           information see Note 10.


                                       18
<PAGE>

PART II.   OTHER INFORMATION

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8K

     (a) Exhibit
           None

     (b) Reports on Form 8-K
           No reports on form 8-K were filed during the first quarter of 2001

     (c) Financial Statement Schedules
           None



                                       19
<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: May 15, 2001                         By: /s/ WILLIAM V. CAREY
                                           -------------------------------------
                                           William V. Carey
                                           President and Chief Executive Officer



Date: May 15, 2001                         By: /s/ NEIL A.M. CROOK
                                           -------------------------------------
                                           Neil A.M. Crook
                                           Chief Financial Officer


                                       20