SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILES PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 5)*

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

153435102

(CUSIP Number)

Mark Kaufman

16, boulevard de la Princesse Charlotte

98000 Monaco

+ 7 495 786 7601

With copies to:

Ben Burman	Adam O. Emmerich
Darrois Villey Maillot Brochier AARPI	Wachtell, Lipton, Rosen & Katz
69, avenue Victor Hugo	51 West 52nd Street
75116 Paris, France	New York, NY 10019
+ 33 1 45 02 19 19	(212) 403 1000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices of Communication)

April 12, 2012

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

(Page 1 of 6 Pages)

13D

CUSIP No. 153435102 (Page 2 of 6 Pages)

1	NAME OF REPORTING PERSON Mark Kaufman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Dual citizen of Russian Federation and Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 5,999,004
		8	SHARED VOTING POWER 1,078,446
		9	SOLE DISPOSITIVE POWER 5,999,004
		10	SHARED DISPOSITIVE POWER 1,078,446
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,077,450
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7% *
14	TYPE OF REPORTING PERSON (see instructions) IN

* This calculation is based on 73,139,898 shares of common stock, par value $0.01 per share, outstanding as of February 22, 2012, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed on February 29, 2012.

13D

CUSIP No. 153435102 (Page 3 of 6 Pages)

1	NAME OF REPORTING PERSON W & L Enterprises Ltd
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 1,078,446
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 1,078,446
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,078,446
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5%*
14	TYPE OF REPORTING PERSON (see instructions) CO

* This calculation is based on 73,139,898 shares of common stock, par value $0.01 per share, outstanding as of February 22, 2012, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed on February 29, 2012.

Explanatory Note

This Amendment No. 5 to Schedule 13D (this “Amendment No. 5”) is being filed by Mr. Mark Kaufman (“Kaufman”) and W & L Enterprises Ltd (“W&L”, and together with Kaufman, the “Reporting Persons”) and relates to the shares of common stock, par value $0.01 per share (“Common Shares”), of Central European Distribution Corporation, a corporation organized under the laws of the State of Delaware (the “Issuer”). This Amendment No. 5 amends the Schedule 13D filed by the Reporting Persons with the United States Securities and Exchange Commission (the “SEC”) on August 29, 2011, as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons with the SEC on September 12, 2011, Amendment No. 2 to Schedule 13D filed by the Reporting Persons with the SEC on December 9, 2011, Amendment No. 3 to Schedule 13D filed by the Reporting Persons with the SEC on February 21, 2012 and Amendment No. 4 to Schedule 13D filed by the Reporting Persons with the SEC on March 14, 2012 (as so amended, the “Existing Schedule 13D”). Capitalized terms used in this Amendment No. 5 but not otherwise defined herein shall have the meanings ascribed to them in the Existing Schedule 13D. Except as specifically amended hereby, items in the Existing Schedule 13D remain unchanged.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Existing Schedule 13D is amended and supplemented by adding at the end thereof the following new paragraph:

As set forth under Item 5, on April 12, 2012, Kaufman acquired an aggregate of 117,200 Common Shares in open market purchases effected by broker-dealers for an aggregate consideration of $540,941, including brokers’ commissions and fees. The source of funding for such market purchases was the personal funds of Kaufman.

Item 5. Interests in Securities of the Issuer

Item 5 of the Existing Schedule 13D is amended and supplemented by replacing the first four paragraphs thereof with the following:

(a), (b)

Based on the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed with the SEC on February 29, 2012, there were 73,139,898 Common Shares outstanding as of February 22, 2011.

Based on the foregoing, the 7,077,450 Common Shares beneficially held by the Reporting Persons represent approximately 9.7% of the Common Shares issued and outstanding.

Page 4 of 6

Kaufman holds sole power to vote, or to direct the vote, and sole power to dispose, or to direct the disposition, with respect to 5,999,004 Common Shares, representing approximately 8.2% of the Common Shares issued and outstanding. As shareholder and director of W&L Kaufman may be deemed to have shared power to vote, or direct the vote, and shared power to dispose, or to direct the disposition, with respect to 1,078,446 Common Shares held by W&L.

W&L holds shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition, with respect to 1,078,446 Common Shares, representing approximately 1.5% of the Common Shares issued and outstanding.

Item 5 of the Existing Schedule 13D is further amended and supplemented by adding the following disclosure to paragraph (c) thereof:

(c) Except for the transactions set forth below, all of which were effected for the account of the respective Reporting Person by broker-dealers in the open market, no Reporting Person has effected any transaction with respect to the Common Shares over the last 60 days:

Reporting Person	Trade Date	Buy or Sell	Number of Shares		Price per Share
Kaufman	April 12, 2012	Buy	117,200	$	4.5755

Page 5 of 6

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 13, 2012

/s/ Mark Kaufman
Mark Kaufman
W & L ENTERPRISES LTD
By:	/s/ Mark Kaufman
	Name: Mark Kaufman
	Title: Director
By:	/s/ Olga Kuritsyna
	Name: Olga Kuritsyna
	Title: Director

Page 6 of 6