SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CAREY WILLIAM V

(Last)

(First)

(Middle)

1602 COTTAGEWOOD DRIVE

(Street)

BRANDON

33511

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CENTRAL EUROPEAN DISTRIBUTION CORP [ CEDC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/23/2004		M		18,700	A	$3.05	2,620,180⁽¹⁾	D⁽¹⁾
Common Stock	06/24/2004		M		18,425	A	$3.05	2,638,605⁽¹⁾	D⁽¹⁾
Common Stock	06/23/2004		S		300	D	$26.45	2,638,305⁽¹⁾	D⁽¹⁾
Common Stock	06/23/2004		S		100	D	$26.42	2,638,205⁽¹⁾	D⁽¹⁾
Common Stock	06/23/2004		S		7,000	D	$26.3	2,631,205⁽¹⁾	D⁽¹⁾
Common Stock	06/23/2004		S		1,300	D	$26.31	2,629,905⁽¹⁾	D⁽¹⁾
Common Stock	06/23/2004		S		2,500	D	$26.21	2,627,405⁽¹⁾	D⁽¹⁾
Common Stock	06/23/2004		S		300	D	$26.25	2,627,105⁽¹⁾	D⁽¹⁾
Common Stock	06/23/2004		S		3,000	D	$26.22	2,624,105⁽¹⁾	D⁽¹⁾
Common Stock	06/23/2004		S		300	D	$26.26	2,623,805⁽¹⁾	D⁽¹⁾
Common Stock	06/23/2004		S		1,200	D	$26.03	2,622,605⁽¹⁾	D⁽¹⁾
Common Stock	06/23/2004		S		2,700	D	$26.05	2,619,905⁽¹⁾	D⁽¹⁾
Common Stock	06/24/2004		S		11,772	D	$26	2,608,133⁽¹⁾	D⁽¹⁾
Common Stock	06/24/2004		S		6,653	D	$26.05	2,601,480⁽²⁾	D⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$3.05⁽³⁾	06/23/2004		M			18,700	08/17/1999	08/17/2004	Common Stock	37,125⁽³⁾	$0	18,425	D
Stock Option (Right to Buy)	$3.05⁽³⁾	06/24/2004		M			18,425	08/17/1999	08/17/2004	Common Stock	18,425⁽³⁾	$0	0	D

Explanation of Responses:

1. See Footnote 2 below.

2. After taking into consideration stock splits described in this footnote, includes (i) 1,378,065 shares of the common stock of the Issuer (the "Common Stock") held directly by the Reporting Person; (ii) 1,133,415 shares of the Common Stock held in the name of the William V. Carey Stock Trust (the "Trust"). Mr. Carey is the beneficiary of the shares held in the Trust and he will become the owner of these shares and may terminate the Trust on December 11, 2005; and (iii) 90,000 shares held by Mr. Carey's wife. The Reporting Person disclaims beneficial ownership of those shares held by his wife and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16.

3. This option was previously reported as covering 16,500 shares at an exercise price of $6.875 per share but has been adjusted to reflect (i) a stock split by means of a 3 for 2 stock dividend on May 30, 2003, and (ii) a stock split by means of a 3 for 2 stock dividend on May 28, 2004.

Remarks:

	James Archbold, Attorney-in-Fact	06/25/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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