8-K

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

October 12, 2005

(Date of Report)

(Date of Earliest Event Reported)

Central European Distribution Corporation

(Exact name of registrant as specified in its charter)

Delaware	0-24341	54-1865271
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification number)

Two Bala Plaza, Suite 300, Bala Cynwyd, Pennsylvania 19004

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (610) 660-7817

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On August 10, 2005, we entered into an employment agreement with Mr. Richard Roberts for a term expiring on December 31, 2008, pursuant to which Mr. Roberts will be our Vice President, Export Director. We issued a press release on October 12, 2005 with respect to Mr. Roberts’ employment in this capacity in connection with the completion of the Polmos Bialystok Acquisition (as defined below).

Under the employment agreement, Mr. Roberts will receive a total base salary of $100,000 for the period of September 1, 2005 through August 31, 2006, $110,000 for the second year of his employment through August 31, 2007, and $120,000 gross per annum thereafter through December 31, 2008. Mr. Roberts is also entitled to receive a cash bonus of $35,000 to $100,000 at the end of each calendar year based on the volume of exports from two of our subsidiaries, Polmos Bialystok S.A. and Bols Sp. z o.o. The employment agreement also provides Mr. Roberts with a grant of five year vested options to purchase 20,000 shares of our common stock, par value $0.01 per share, at a price per shares of $36.08. In addition, Mr. Roberts is entitled to receive options to purchase 12,500 shares of our common stock on each of August 10, 2006 and 2007 with an option exercise price determined as of August 9 in each of those years.

We may terminate the employment agreement for cause (as defined in the employment agreement) or if Mr. Roberts is unable to perform his duties for more than six months because of illness, physical or mental disability or other similar incapacity. Mr. Roberts may terminate the employment agreement for good reason (as defined in the employment agreement).

The foregoing description does not purport to be a complete description of the terms of the employment agreement with Mr. Roberts and is qualified in its entirety by the terms of such agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated by reference herein.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On October 12, 2005, we completed our acquisition (the “Polmos Bialystok Acquisition”) of 61% of the outstanding capital stock of Polmos Bialystok S.A. (“Polmos Bialystok”), a company organized under the laws of the Republic of Poland, from the State Treasury of the Republic of Poland for a total purchase price of PLN 1.06 billion in cash (approximately US$328.2 million based on the current exchange rate). We now own approximately 66% of Polmos Bialystok’s outstanding capital, as we have purchased approximately 5% of Polmos Bialystok’s shares in the open market. We received approval of the President of the Polish Competition and Consumer Protection Office on October 3, 2005, and the Polish Securities and Stock Exchange Commission on August 2, 2005, both of which were conditions precedent for the completion of the Polmos Bialystok Acquisition. We reported entering into the definitive agreement regarding the Polmos Bialystok Acquisition in a Current Report on Form 8-K filed with the Securities and Exchange Commission on July 15, 2005, which report is incorporated herein by reference.

On October 12, 2005, we issued a press release announcing that we had completed the Polmos Bialystok Acquisition and related matters. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On October 12, 2005, we issued a press release to announce that Mr. Roberts was appointed as our Vice President, Export Director effective as of August 12, 2005 in accordance with the terms of the employment agreement described in Item 1.01 above. Mr. Roberts, 58, is President of RSR International, LLC, a consulting firm specializing in international marketing and sales of alcoholic beverages, and has over 30 years of experience in the alcohol beverages field. From 1992 to January 2002, he was Vice President International for the Sutter Home Winery, responsible for all markets outside the United States. Prior to that, he held a variety of senior management positions at Seagram International, including marketing and sales, as well as several general management positions of Seagram production and distribution companies outside the United States. Mr. Roberts has an M.B.A. degree from the American Graduate School of International Management. The material terms of the employment agreement with Mr. Roberts are described in Item 1.01 of this Current Report on Form 8-K and are incorporated by reference herein.

In conjunction with Mr. Roberts becoming one of our executive officers, Mr. Roberts has resigned from his position as a member of our Board of Directors, effective October 12, 2005.

Item 9.01. Financial Statements and Exhibits

(a) Financial statements of businesses acquired.

The financial statements required by Item 9.01(a) will be filed by amendment to this Current Report on Form 8-K within 71 calendar days of the date of this report.

(b) Pro forma financial information.

The pro forma financial information required by Item 9.01(b) will be filed by amendment to this Current Report on Form 8-K within 71 calendar days of the date of this report.

(c) Exhibits.

2.1 Share Purchase Agreement, dated July 11, 2005, by and among the State Treasury of the Republic of Poland, Carey Agri International-Poland Sp. 2.0.0. and Central European Distribution Corporation (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 15, 2005).

10.1 Employment Agreement, dated August 10, 2005, by and between Central European Distribution Corporation and Richard Roberts.

99.1 Press release, dated October 12, 2005, titled “Central European Distribution Corporation Completes the Purchase of 61% of the Capital Stock of Polmos Bialystok S.A.”

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 hereunto duly authorized.

Date: October 13, 2005	Central European Distribution Corporation
	By:	/s/ James Archbold
	Name:	James Archbold
	Its:	Secretary

EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“ Agreement”) is entered into as of August 10, 2005, by and between Central European Distribution Corporation, Inc., a Delaware corporation (the “Company”), and Richard Roberts (the “Officer”).

WHEREAS, the Company desires to employ the Officer, and the Officer desires to be employed by the Company, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto agree as follows:

1. Employment.

On the terms and conditions set forth in this Agreement, the Company agrees to employ the Officer and the Officer agrees to be employed by the Company for the term set forth in Section 2 hereof and in the position and with the duties set forth in Section 3 hereof.

2. Term.

The employment of the Officer by the Company as provided in Section 1 hereof shall commence as of August 10, 2005 thru December 31, 2008 (the “Expiration Date”).

3. Position and Duties.

The Officer shall serve as Vice President / Export Director of the Company. The Officer shall devote the Officer’s reasonable best efforts and substantially full business time to the performance of the Officer’s duties and the advancement of the business and affairs of the Company.

4. Place of Performance.

In connection with the Officer’s employment by the Company, the Officer shall be based at an office to be determined in the Washington D.C. area, which the Company retains the right to change in its discretion, or such other place as the Company and the Officer mutually agree, except for required travel on Company business.

5. Compensation.

5(a). Base salary.

The Officer shall be paid an annual base salary (the “Base Salary”) by the Company in the amount of :

• $ 100,000 gross per annum from September 1, 2005 thru August 31, 2006

• $ 110,000 gross per annum from September 1, 2006 thru August 31, 2007

• $ 120,000 gross per annum from September 1, 2007 thru December 31, 2008

From August 10, 2005 – September 1, 2005 there is an introduction period. At that time the Officer is not to receive salary.

If the Officer’s Base Salary is increased, the increased amount shall be the Base Salary for the remainder of the employment term hereunder, except that the Company may reduce the Officer’s Base Salary at any time as part of a general salary reduction applied to all employees of the Company with annual salaries in excess of $60,000 (the ‘Senior Executive Group”) in which case the Officer’s reduced Base Salary shall be the Base Salary for the remainder of the employment term hereunder. Any such reduction in the Officer’s Base Salary shall be no more than the lesser of the median percentage salary reduction applied to the Senior Executive Group or 20%. The Base Salary shall be payable monthly.

5(b). Bonus

The Officer is entitled to receive cash bonus for all exports from Polmos Bialystok and Bols Poland except Bols vodka and Royal vodka in 9l. cases in line with the following table:

9 l. cases

•      270 000 <		no bonus
•      270 000 – 350 000	$	35 000 gross
•      350 000 – 425 000	$	45 000 gross
•      425 000 – 500 000	$	50 000 gross
•      500 000 – 600 000	$	60 000 gross
•      600 000 – 700 000	$	75 000 gross
•      over 700 000	$	100 000 gross

This bonus scheme is applicable for each calendar year.

5(c). Options

The Officer is entitled to receive:

• 20 000 options from August 10, 2005, vesting immediately. The strike price is the closing price of the CEDC share as of August 9, 2005.

• 12 500 options from August 10, 2006 with one year non-exercisable period. The strike price will be closing price of the CEDC share as of August 9, 2006.

• 12 500 options from August 10, 2007 with one year non-exercisable period. The strike price will be closing price of the CEDC share as of August 9, 2007.

All options are valid five (5) years from the date they are granted.

5(d). Specific Benefits.

The Officer shall be receiving the following special benefit:

(1) car allowance – 500 USD per month

(2) Health plan – to be agreed

The Officer also shall be entitled to participate in such plans and to receive such bonuses, incentive compensation and fringe benefits as may be granted or established by the Company from time to time. Nothing contained in this Agreement shall prevent the Company from changing carriers or from affecting modifications in insurance coverage for the Officer.

5(e). Vacation: Holidays.

The Officer shall be entitled to all U.S. public holidays observed by and vacation days in accordance with the applicable vacation policies for senior executives of the Company, which shall be taken at a reasonable time or times.

5(f). Withholding Taxes and Other Deductions.

To the extent required by law, the Company shall withhold from any payments due Officer under this Agreement any applicable federal, state or local taxes and such other deductions as are prescribed by law or Company policy

6. Expenses.

The Company shall reimburse the Officer for all reasonable expenses incurred by the Officer (in accordance with the policies and procedures in effect for senior executives of the Company) in connection with the Officer’s services under this Agreement. The Officer shall account to the Company for such expenses in accordance with policies and procedures established by the Company.

7 .Confidential Information.

7(a). The Officer covenants and agrees that the Officer will not ever, without the prior written consent of the Board or a person authorized by the Board, publish or disclose to any unaffiliated third party or use for the Officer’s personal benefit or advantage any confidential information with respect to any of the Company’s products, services, subscribers, suppliers, marketing techniques, methods or future plans disclosed to the Officer as a result of the Officer’s employment with the Company, to the extent such information has heretofore remained confidential (except for unauthorized disclosures) and except as otherwise ordered by a court of competent jurisdiction.

7(b). The Officer acknowledges that the restrictions contained in Section 7 (a) hereof are reasonable and necessary , in view of the nature of the Company’s business, in order to protect the legitimate interests of the Company, and that any violation thereof would result in irreparable injury to the Company. Therefore, the Officer agrees that in the event of a breach or threatened breach by the Officer of the provisions of Section 7(a) hereof, the Company shall be entitled to obtain from any court of competent jurisdiction, preliminary or permanent injunctive relief restraining the Officer from disclosing or using any such confidential information. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including, without limitation, recovery of damages from the Officer.

7(c). The Officer shall deliver promptly to the Company on termination of employment, or at any other time the Company may so request, all confidential memoranda, notes, records, reports and other documents (and all copies thereof) relating to the Company’s and its affiliates’ businesses which the Officer obtained while employed by, or otherwise serving or acting on behalf of, the Company or which the Officer may then possess or have under his or her control.

8.Non-Competition

8(a). The Officer covenants and agrees that the Officer will not, during the Officer’s employment hereunder and for a period of two (2) years thereafter (to the extent permitted by law), at any time and in any state or other jurisdiction in which the Company is engaged in or, has reasonably firm plans to engage in business, (i) compete with the Company on behalf of the Officer or any third party; (ii) participate as a director, agent, representative or partner or have any direct financial interest in any enterprise which engages in the alcohol product distribution business or any other business in which the Company is engaged; or (iii) participate as an employee or officer in any enterprise in which the Officer’s responsibility relates to the alcohol product distribution business or any other business in which the Company is engaged. The ownership by the Officer of less than five percent (5%) of the outstanding stock of any corporation listed on a national securities exchange conducting any such business shall not be deemed a violation of this Section 8(a).

8(b). Injunctive Relief. In the event the restrictions against engaging in a competitive activity contained in Section 8(a) hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great. a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, Section 8(a) hereof shall be interpreted to extend only over the maximum period of time for which it may be enforceable and over the maximum geographical area as to which it may be enforceable and to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.

8(c). Non-Solicitation. The Officer covenants and agrees that the Officer will not, during the Officer’s employment hereunder and for a period of two (2) years thereafter induce or attempt to induce any employee of the Company to render services for any other person, firm, or corporation.

9. Termination of Employment

9(a). Death.

The Officer’s employment, hereunder, shall terminate upon the Officer’s death.

9(b). By the Company.

The Company may terminate the Officer’s employment. hereunder under the following circumstances:

(i) If the Officer shall have been unable to perform all of the Officer’s duties hereunder by reason of illness, physical or mental disability or other similar incapacity, which inability shall continue for more than six (6) consecutive months, the Company may terminate the Officer’s employment hereunder.

(ii) The Company may terminate the Officer’s employment hereunder for “Cause.” For purposes of this Agreement, “Cause” shall mean

(A) willful refusal by the Officer to follow a written order of the Chairman of the Board or the Board of Directors, in so far as the request does not breach and federal, state or local law, (B) the Officer’s willful engagement in conduct materially injurious to the Company, (C) dishonesty of a material nature that relates to the performance of the Officer’s duties under this Agreement, (D) the Officer’s conviction for any felony involving moral turpitude, and (E) the Officer’s continued failure to perform his duties under this Agreement (except due to the Officer’s incapacity as a result of physical or mental illness) to the satisfaction of the Board of Directors of the Company for a period of at least forty- five (45) consecutive days after written notice is delivered to the Officer specifically identifying the manner in which the Officer has failed to perform his duties. In addition, the Company may terminate the Officer’s employment for “Cause” if the normal business operations of the Company are rendered commercially impractical as a consequence of an act of God, accident, fire, labor controversy, riot or civil commotion, act of public enemy, law, enactment, rule, order, or any act of government or governmental instrumentality, failure of facilities, or other cause of a similar or dissimilar nature that is not reasonably within the control of the Company or which the Company could not, by reasonable diligence, have avoided.

9(c). By the Officer.

The Officer may terminate the Officer’s employment hereunder for “Good Reason.” For purposes of this Agreement, “Good Reason” shall mean (i) the Company’s failure to perform or observe any of the material terms or provisions of this Agreement, and the continued failure of the Company to cure such default within thirty (30) days after written demand for performance has been given to the Company by the Officer, which demand shall describe specifically the nature of such alleged failure to perform or observe such material terms or provisions; or (ii) a material reduction in the scope of the Officer’s responsibilities and duties.

9.(d) In case Officer’s contract is terminated before December 31, 2008 by either party other than for reasons indicated in section 9(i) (B), (C) or (D) the Officer is entitled to six (6) months salary in full payable at termination date. In case the company is acquired, the Officer will receive the same conditions as what would be established for other VP Officers.

Where termination is for reason under Section 9 (i) (B), (C) or (D) then no compensation is due.

9(e). Notice of Termination.

Any termination of the Officer’s employment by the Company or the Officer (other than pursuant to Section 9(a) hereof) shall be communicated by written “Notice of Termination” to the other party hereto in accordance with Section 11 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon, if any, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Officer’s employment under the provision so indicated.

For any termination of the Officers employment by either the Company or the Officer (other than pursuant to section 9(a) hereof) the length of termination note shall be six (6) months.

It is understood by both the Company and the Officer that termination of this agreement terminates by association any employment agreement with any and all of the Company’s subsidiaries.

9(f). Date of Termination.

For purposes of this Agreement, the “Date of Termination” shall mean (i) if the Officer’s employment is terminated by the Officer’s death, the date of the Officer’s death; (ii) if the Officer’s employment is terminated pursuant to Section 9(b)(i) hereof, thirty (30) days after Notice of Termination, provided that the Officer shall not have returned to the performance of the Officer’s duties on a full-time basis during such 30-day period; (iii) if the Officer’s employment is terminated pursuant to Section 9(b)(ii) or 9(c) hereof, the date specified in the Notice of Termination; and (iv) if the Officer’s employment is terminated for any other reason, the date on which Notice of Termination is given.

10. Compensation Upon Termination.

10(a). If the Officer’s employment is terminated by the Officer’s death, the Company shall pay to the Officer’s estate, or as may be directed by the legal representatives of such estate, the Officer’s full Base Salary through the Date of Termination and all other unpaid amounts, if any, to which the Officer is entitled as of the Date of Termination in connection with any fringe benefits or under any incentive compensation plan or program of the Company pursuant to Sections 5(b) and (c) hereof, at the time such payments are due and the Company shall have no further obligations to the Officer under this Agreement.

10(b). During any period that the Officer fails to perform the Officer’s duties hereunder as a result of incapacity due to physical or mental illness (“disability period”), the Officer shall continue to receive (i) the Officer’s full Base Salary through the Date of Termination and all other unpaid amounts, if any, to which the Officer is entit1ed as of the Date of Termination in connection with any fringe benefits o};” under any incentive compensation plan or program of the Company pursuant to Sections 5(b) and (c) hereof, at the time such payments are due; provided, that payments so made to the Officer during the disability period shall be reduced by the sum of the amounts, if any, payable to the Officer at or prior to the time of any such payment under disability benefit plans of the Company and which amounts were not previously applied to reduce any such payment and the Company shall have no further obligations to the Officer under this Agreement.

10(c). If the Company terminates the Officer’s employment for Cause as provided in Section 9(b)(ii) hereof, the Company shall pay the Officer the Officer’s full Base Salary through the Date of Termination and all other unpaid amounts, if any, to which Officer is entitled as of the Date of Termination in connection with any fringe benefits or under any incentive compensation plan or program of the Company pursuant to Sections 5(b) and (c) hereof.

Should the salary and benefits arising from the associated termination of subsidiary employment contracts not fulfill the total termination compensation of this agreement the Company agrees to make good any short-fall.

10(d). If the Officer terminates the Officer’s employment other than for Good Reason, the Company shall pay the Officer the Officer’s full Base Salary through the Date of Termination and all other unpaid amounts, if any, to which Officer is entitled as of the Date of Termination in connection with any fringe benefits or under any incentive compensation plan or program of the Company pursuant to Sections 5(b) and 5(c) hereof.

Should the salary and benefits arising from the associated termination of subsidiary employment contracts not fulfill the total termination compensation of this agreement the Company agrees to make good any short-fall.

10(e). If the Company terminates the Officer’s employment other than for Cause, disability or death, or the Officer terminates the Officer’s employment for Good Reason as provided in Section 9(c) hereof, the Company shall pay the Officer (i) the Officer’s full Base Salary through the Date of Termination and all other unpaid amounts, if any, to which the Officer is entitled as of the Date of Termination in connection with any fringe benefits or under any incentive compensation plan or program of the Company pursuant to Sections 5(b) and (c) hereof, at the time such payments are due; and (ii) subject to Section 10(g), the full Base Salary, bonuses and incentive compensation that would have been payable to the Officer under Sections 5(a) and 5(c) from the Date of Termination through the Expiration Date in a single lump sum payment within five (5) business days of his Date of Termination and any other amounts or benefits that would have been received under Section 5(c) hereof, at the time such amounts or benefits would otherwise have been due in accordance with the Company’s normal payroll practices, and the Company shall have no further obligations to the Officer under this Agreement. For purposes of Section 10(e)(ii), the Officer will be considered to be entitled to an annual cash bonus equal to the average dollar bonus earned by the Officer during the Company’s two fiscal years immediately prior to Officer’s Date of Termination. Should two full years not have been served prior to termination then any bonus will be based on the previously reported year to date figures as applied to the rules in Sections5(c)

10(f). Mitigation.

The Officer shall not be required to mitigate amounts payable pursuant to Section 10 hereof by seeking other employment provided, however, that any sums earned by the Officer pursuant to any subsequent employment shall be offset against any remaining obligation the Company may have to pay by virtue of termination under this Agreement and, further provided that, the Company’s obligation to continue to provide the

Officer with fringe benefits pursuant to Section 10(e), above, shall cease if the Officer becomes eligible to participate in fringe benefits substantially similar to those provided for in this Agreement as a result of the Officer’s employment during the period that the Officer is entitled to such fringe benefits.

11. Notices.

All notices, demands, requests or other communications required or permitted to be given or made hereunder shall be in writing and shall be delivered, telecopied or mailed by first class registered or certified mail, postage prepaid, addressed as follows:

(a) If to the Company:

Central European Distribution Corporation

3 Bala Plaza

Suite 300

Bala CYNWYD, PA 19004

Phone: 610-660-7817

Fax     610-667-3308

Attention:	James Archbold
	Vice President, Secretary and Director of Investor Relations or
	William V. Carey
	President
	Bokserska 66A
	02-690 Warsaw (Poland)

(b) If to the Officer:

Richard Roberts

21361 Clappertown Drive

Ashburn, VA 20147

USA

or to such other address as may be designated by either party in a notice to the other. Each notice, demand, request or other communication that shall be given or made in the manner described above shall be deemed sufficiently given or made for all purposes at such time as it is delivered to the addressee (with the return receipt, the delivery receipt, the answer back or the affidavit of messenger being deemed conclusive evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.

12. Severability.

The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which shall remain in full force and effect.

13. Survival.

It is the express intention and agreement of the parties hereto that the provisions of Sections 7 and 8 hereof shall survive the termination of employment of the Officer. In addition, all obligations of the Company to make payments hereunder shall survive any termination of this Agreement on the terms and conditions set forth herein.

14. Assignment.

The rights and obligations of the parties to this Agreement shall not be assignable, except that the rights and obligations of the Company hereunder shall be assignable in connection with any subsequent merger, consolidation, sale of all substantially all of the assets of the Company or similar reorganization of a successor corporation.

15. Binding Effect.

Subject to any provisions hereof restricting assignment, this Agreement shall be binding upon the parties hereto and shall inure to the benefit of the parties and their respective heirs, devisees, executors, administrators, legal representatives, successors and assigns.

16. Amendment Waiver. This Agreement shall not be amended, altered or modified except by an instrument in writing duly executed by the parties hereto. Neither the waiver by either of the

parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure of either of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any such provisions, rights or privileges hereunder.

17 .Headings.

Section and subsection headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

18. Governing Law.

This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of Pennsylvania (but not including the choice of law rules thereof).

19. Entire Agreement.

This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and it supersedes all prior oral or written agreements, commitments or understandings with respect to the matters provided for herein.

20. Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be an original and all of which shall be deemed to constitute one and the same instrument

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement, or have caused this Agreement to be duly executed on their behalf, as of the day and year first hereinabove written.

CENTRAL EUROPEAN DISTRIBUTION CORPORATION
By:
/s/ William V. Carey
Name:	William V. Carey
Title:	Chairman
/s/ Richard Roberts
Name:	Richard Roberts
Title:	The Officer
/s/ Jan Laskowski
Name:	Jan Laskowski
Title:	Compensation Committee Chairman

EX-99.1

Exhibit 99.1

Central European Distribution Corporation Completes the Purchase of 61% of the Capital

Stock of Polmos Bialystok S.A.

Bala Cynwyd, Pennsylvania October 12, 2005: Central European Distribution Corporation (NASDAQ: CEDC) today announced it has completed the purchase of 61% of the capital stock of Polmos Bialystok S.A. CEDC funded the purchase price of PLN 1.06 billion (approximately $328.2 million based upon current exchange rates) through the closing of its previously announced sale of 3,360,000 CEDC shares to the investors in its PIPE transaction and by using the remaining proceeds from the issuance of its Euro 325 million 8% Senior Secured Notes due 2012, which it closed at the end of July. Upon the closing, CEDC will own altogether approximately 66% of Polmos Bialystok’s outstanding capital as it has purchased approximately 5% of Polmos Bialystok shares in the open market.

CEDC also announced that Richard Roberts, a member of CEDC’s Board of Directors,since 2002, has resigned from the Board of Directors effective today and has assumed the position of Vice President, Export Director for CEDC.

William Carey, Chairman and CEO, said, “We are pleased to have completed this transaction and look forward to continuing to work with the Polmos Bialystok management team to guarantee a smooth integration into the CEDC group. We have been working extensively over the last 30 days with the Bols and Polmos Bialystok management teams to ensure that new growth initiatives get properly executed. These initiatives include but are not limited to the following: development of a new rectification facility, combination of raw materials purchasing, implementation of new trading terms, reduction of key overheads and alignment of sales and marketing staff to ensure profitable growth of the business. In addition, our new Export Director who has over 30 years’ experience in the international spirits and wine industry in over 60 international markets is in the process of mapping out distribution partners worldwide for our key export brands.”

Mr. Carey continued, “As we are the in process of finalizing the expected impact of the benefits from the above initiatives, we should be updating guidance within the next 14 days. Our updated guidance will also include any restructuring- or acquisition-related expenses from the recent acquisitions of Bols and Polmos Bialystok.”

With the ownership of the controlling stake in Polmos Bialystok, and taking into account its acquisition of Bols Sp. z o.o. during August, CEDC is the largest vodka producer by value in Poland. CEDC is also the leading distributor by volume and a leading importer by value of alcoholic beverages in Poland. CEDC operates 14 distribution centers and 86 satellite branches throughout Poland. It distributes many of the world’s leading brands in Poland, including brands such as Johnnie Walker Scotch, Stock Brandy, Sutter Home, Torres, Penfolds and Concha y Toro wines, Corona, Foster’s, Grolsch, Budweiser Budvar and Guinness Stout beers. [Not for this release, but you will want to consider naming the brands that we produce and not just those which we distribute.]

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements, expressed or implied, by forward-looking statements. Investors are cautioned that forward-looking statements are not guarantees of future performance and that undue reliance should not be placed on such statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements or to make any other forward-looking statements, whether as a result of new information, future events or otherwise unless required to do so by the securities laws. Investors are referred to the full discussion of risks and uncertainties included in the Company’s Form 10-K for the fiscal year ended December 31, 2004, and in other periodic reports filed by the Company with the Securities and Exchange Commission.

Contact:

Jim Archbold,

Investor Relations Officer

Central European Distribution Corporation

610-660-7817