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^*

LAUDER RONALD S

(Last)

(First)

(Middle)

767 FIFTH AVENUE

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD [ CETV ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2005

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)
Class A Common Stock	12/15/2005		M		10,000	A	$23	127,765	D
Class A Common Stock`	12/15/2005		M		10,000	A	$24.78	137,765	D
Class A Common Stock	12/15/2005		C⁽¹⁾		62,235	A	$0	200,000	D
Class A Common Stock	12/15/2005		S		200,000	D	$57.45	0	D

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)
Option (Right to Buy)	$23	12/15/2005		M			10,000	08/01/1998⁽²⁾	08/01/2007	Class A Common Stock	10,000	$0	0	D
Option (Right to Buy)	$24.78	12/15/2005		M			10,000	06/08/1999⁽³⁾	06/08/2008	Class A Common Stock	10,000	$0	0	D
Class B Common Stock	$0⁽⁴⁾	12/15/2005		C⁽¹⁾			62,235	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	62,235	$0	57,799⁽⁶⁾	D
Class B Common Stock	$0⁽⁴⁾	12/15/2005⁽⁷⁾		J⁽⁷⁾			0⁽⁷⁾	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	3,385,417	$0	3,385,417	I	by RSL Investments Corporation
Class B Common Stock	$0⁽⁴⁾	12/15/2005⁽⁷⁾		J⁽⁷⁾			0⁽⁷⁾	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	1,672,500	$0	1,672,500	I	By RSL Capital LLC
Class B Common Stock	$0⁽⁴⁾	12/15/2005⁽⁷⁾		J⁽⁷⁾			0⁽⁷⁾	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	577,788	$0	577,788	I	By TV Holdings Ltd.⁽⁸⁾
Class B Common Stock	$0⁽⁴⁾	12/15/2005⁽⁷⁾		J⁽⁷⁾			0⁽⁷⁾	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	210,461	$0	210,461⁽⁹⁾	I	By RAJ Family Partners L.P.

Explanation of Responses:

1. On December 15, 2005, the Reporting Person converted 62,235 shares of Class B Common Stock into an equal number of shares of Class A Common Stock.

2. These options became exercisable in two equal installments on August 1, 1998 and August 1, 1999.

3. These options became exercisable in five installments: 1,000 became exercisable on June 8, 1999; 1,500 on June 8, 2000; 1,500 on June 8, 2001; 2,500 on June 8, 2002 and 3,500 on June 8, 2003.

4. Shares of Class B Common Stock are convertible on a one-for-one basis into Class A Common Stock for no additional consideration.

5. Shares of Class B Common Stock are convertible on a one-for-one basis into Class A Common Stock at any time at the option of the holder for no additional consideration and there no expiration date for this conversion right.

6. As of December 17, 2004, the Reporting Person resigned as co-trustee of The RSL Article VII 2002 Trust (successor to The 1995 Estee Lauder RSL Trust) (the "Trust"). As a result, the Reporting Person ceased to have a reportable beneficial interest in, and no longer reports beneficial ownership of, securities held directly or indirectly by the Trust. At the time of the Reporting Person's resignation, the Trust owned 50% of outstanding common stock of EL/RSLG Media Inc., which owned 646,895 shares of Class B Common Stock that were included in the Reporting Person's prior ownership reports.

7. No transaction has been effected in respect of these shares of Class B Common Stock. Holdings indicate the Reporting Person's indirect beneficial ownership of such Class B Common Stock.

8. These shares were previously owned by Duna Investments, Inc. ("Duna"). On May 3, 2005, Duna contributed these shares to TV Holdings Ltd. ("TV Holdings"). On July 20, 2005, the Reporting Person contributed the shares of Duna to TVH Inc. and Duna distributed the shares of TV Holdings to TVH Inc. Each of Duna or TV Holdings has been wholly-owned, directly or indirectly, by the Reporting Person throughout the period such entity has owned these shares. TV Holdings is currently indirectly wholly-owned by the Reporting Person through TVH.

9. The Reporting Person disclaims beneficial ownership of these shares to the extent he does not have a pecuniary interest in such securities.

	/s/ Ronald S. Lauder	12/19/2005
	** 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).
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