SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2006,

Coca-Cola Hellenic Bottling Company S.A.

(Translation of Registrant’s Name Into English)

9 Fragoklissias Street, 151 25 Maroussi, Athens, Greece

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F  ý   Form 40-F  o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  o   No  ý

Table of Contents

Press Release of May 16, 2006 – Results for the Three Months Ended 31 March, 2006 (US GAAP)

Armenia, Austria, Belarus, Bosnia & Herzegovina, Bulgaria, Croatia, Cyprus, Czech Republic, Estonia

FYROM, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Moldova, Nigeria, Northern Ireland,

Poland, Romania, Russia, Serbia & Montenegro, Slovakia, Slovenia, Switzerland, Ukraine

Results for the Three Months Ended March 31, 2006 (US GAAP)

FIRST QUARTER HIGHLIGHTS

•Volume of 327 million unit cases, 6% ahead of the same period in 2005;

•Operating profit of €26.7 million versus €46.8 million, 43% behind prior year;

•Net loss of €0.2 million versus net income of €13.0 million in the first quarter of 2005.

Doros Constantinou, Managing Director of Coca-Cola HBC, commented:

‘I am pleased with our performance during the first three months of the year which reflects solid organic volume growth combined with favorable price mix. The quarter was also positively impacted by the contribution of our juice business in Russia, Multon, which we acquired during April 2005.

While the first quarter is typically a small one for our business, it was particularly encouraging to see volume improvement and pricing realization in line with our expectations across most countries. Importantly, we continued to enhance our marketplace capabilities with the addition of new sales personnel and successfully rolling out our full beverage portfolio strategy. We are also pleased to have finalized the Fresh & Co acquisition in March and the purchase of 95% of Lanitis in April, both of which will provide excellent opportunities for CCHBC.’

May 16, 2006

Coca-Cola HBC (“the Company” or “CCHBC”) is one of the world’s largest bottlers of products of The Coca-Cola Company (“TCCC”) and has operations in 27 countries serving a population of over 540 million people. The Company shares are listed on the Athens Exchange (ATHEX:EEEK), with secondary listings on the London (LSE:CCB) and Australian (ASX:CHB) Stock Exchanges. The Company’s American Depositary Receipts (ADRs) are listed on the New York Stock Exchange (NYSE:CCH).

Financial information in this announcement is presented on the basis of accounting principles generally accepted in the United States (“US GAAP”). The Company also prepares financial information under International Financial Reporting Standards (“IFRS”), which are available on our website: www.coca-colahbc.com.

Coca-Cola Hellenic Bottling Company S.A.

Results for the Three Months Ended March 31, 2006 (US GAAP)

INQUIRIES:

Company contacts: Coca-Cola HBC Melina Androutsopoulou Investor Relations Director	Tel: +30 210 618 3229 e-mail: melina.androutsopoulou@cchbc.com
George Toulantas Investor Relations Associate	Tel: +30 210 618 3255 e-mail: george.toulantas@cchbc.com
Anna Konoplianikova Investor Relations Analyst	Tel: +30 210 618 3124 e-mail: anna.konoplianikova@cchbc.com
European press contact: FD Greece Greg Quine	Tel: +44 20 7269 7206 e-mail: greg.quine@fd.com
US press contact: FD US Jim Olecki	Tel: +1 212 850 5600 e-mail: jolecki@fd-us.com

CONFERENCE CALL:

The Company will host a conference call with financial analysts to discuss the 2006 first quarter results on May 16, 2006 at 4:00 pm, Athens time (2:00 pm, London time and 9:00 am, New York time). Interested parties can access the live, audio webcast of the calls through the Company’s website (www.coca-colahbc.com).

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FORWARD LOOKING STATEMENTS

This document contains forward-looking statements that involve risks and uncertainties. These statements may generally, but not always, be identified by the use of words such as ‘believe’, ‘outlook’, ‘guidance’, ‘intend’, ‘expect’, ‘anticipate’, ‘plan’, ‘target’ and similar expressions to identify forward-looking statements. All statements other than statements of historical facts, including, among others, statements regarding our future financial position and results, our outlook for 2006, business strategy and the effects of our recent acquisitions on our business and financial condition, our future dealings with The Coca-Cola Company, budgets, projected levels of consumption and production, projected raw material and other costs, estimates of capital expenditure and plans and objectives of management for future operations, are forward-looking statements. You should not place undue reliance on these forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect our current expectations and assumptions as to future events and circumstances that may not prove accurate. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks described in our annual report on Form 20-F filed with the U.S. Securities and Exchange Commission (File No 1-31466).

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot assure you that our future results, level of activity, performance or achievements will meet these expectations. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. Unless we are required by law to update these statements, we will not necessarily update any of these statements after the date of the consolidated financial statements included here, either to conform them to actual results or to changes in our expectations.

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Coca-Cola Hellenic Bottling Company S.A.

Consolidated Statements of Income – unaudited

(Prepared in accordance with US GAAP)

	Three Months Ended
	March 31, 2006			April 1, 2005
	(Euro in millions, except per share data)
Net sales revenue	€	1,022.4		€	919.7
Cost of goods sold	(629.6		)	(561.4		)
Gross profit	392.8			358.3
Selling, delivery and administrative expenses	(366.1		)	(311.5		)
Operating profit	26.7			46.8
Interest expense	(17.9		)	(13.5		)
Interest income	1.2			0.6
Other income	—			2.0
Other expenses	(0.8		)	(3.0		)
Income before income taxes	9.2			32.9
Income tax expense	(11.4		)	(17.8		)
Share of income (loss) of equity method investees	4.3			(1.2		)
Minority interests	(1.5		)	(0.9		)
Net income before cumulative effect of accounting change	0.6			13.0
Cumulative effect of accounting change for Statement No. 123(R) adoption, net of applicable income taxes of € 0.2m	(0.8		)	—
Net (loss) income	€	(0.2	)	€	13.0
Basic net (loss) income per share (in Euro):	€	—		€	0.05
Diluted net (loss) income per share (in Euro):	€	—		€	0.05

See notes to the consolidated financial statements on pages 9 to19.

4

Coca-Cola Hellenic Bottling Company S.A.

Consolidated Balance Sheets – unaudited

(Prepared in accordance with US GAAP)

	As at
	March 31, 2006			December 31, 2005
	(Euro in millions)
Assets
Current assets:
Cash and cash equivalents	€	462.5		€	168.5
Trade accounts receivable, less allowance of €33.0m in 2006 and €33.0m in 2005	548.9			560.8
Inventories	417.6			359.8
Receivables from related parties	65.9			70.9
Taxes receivable	6.1			7.9
Deferred income taxes	53.5			53.3
Prepaid expenses	100.2			85.0
Derivative assets	8.0			12.5
Other current assets	49.4			38.6
Total current assets	1,712.1			1,357.3
Property, plant and equipment:
Land	109.5			105.3
Buildings	784.6			781.8
Returnable containers	275.2			265.7
Production and other equipment	2,472.3			2,422.9
	3,641.6			3,575.7
Less accumulated depreciation	(1,620.3		)	(1,552.7		)
	2,021.3			2,023.0
Construction in progress	149.8			142.3
Advances for equipment purchases	30.5			29.3
	2,201.6			2,194.6
Investments in equity method investees	305.4			294.2
Deferred income taxes	19.3			22.1
Other tangible non-current assets	47.8			52.4
Franchise rights	1,981.3			1,996.4
Goodwill and other intangible assets	788.3			789.9
Total assets	€	7,055.8		€	6,706.9

See notes to the consolidated financial statements on pages 9 to19.

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	As at
	March 31, 2006			December 31, 2005
	(Euro in millions)
Liabilities and shareholders’ equity
Current liabilities:
Short-term borrowings	€	298.0		€	310.0
Accounts payable	220.2			200.4
Accrued expenses	417.5			415.9
Amounts payable to related parties	146.4			115.7
Deposit liabilities	136.6			137.1
Income taxes payable	72.8			75.0
Deferred income taxes	4.5			4.9
Derivative liabilities	0.7			1.3
Current portion of long-term debt	233.9			243.9
Current portion of capital lease obligations	20.5			19.8
Total current liabilities	1,551.1			1,524.0
Long-term debt, less current portion	1,571.1			1,278.4
Capital lease obligations, less current portion	52.3			50.3
Cross currency swap payables relating to borrowings	62.4			43.3
Deferred income taxes	679.5			678.2
Employee benefit obligations and other long-term liabilities	159.0			138.8
Total long-term liabilities	2,524.3			2,189.0
Minority interests	71.3			70.6
Shareholders’ equity:
Ordinary shares, € 0.50 par value: 240,692,002 shares (2005: 240,692,002) authorized, issued and outstanding	120.3			120.3
Additional paid-in capital	1,694.0			1,693.2
Deferred compensation	(0.6		)	(0.5		)
Retained earnings	948.8			949.0
Accumulated other comprehensive income	146.6			161.3
Total shareholders’ equity	2,909.1			2,923.3
Total liabilities and shareholders’ equity	€	7,055.8		€	6,706.9

See notes to the consolidated financial statements on pages 9 to19.

6

Coca-Cola Hellenic Bottling Company S.A.

Consolidated Statements of Cash Flows – unaudited

(Prepared in accordance with US GAAP)

	Three Months Ended
	March 31, 2006			April 1, 2005
	(Euro in millions)
Operating activities
Net (loss) income	€	(0.2	)	€	13.0
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation	77.8			71.8
Amortization	0.1			—
Stock option compensation expense	0.8			—
Impairment charges	6.4			—
Deferred income taxes	4.5			4.4
Minority interests	1.5			0.9
Share of (income) loss of equity method investees	(4.3		)	1.2
Cumulative effect of accounting change for SFAS No. 123(R) addoption, before income taxes	0.8			—
Changes in operating assets and liabilities, net of effect of acquisitions:
Trade accounts receivable and other operating assets	38.2			8.5
Inventories	(56.3		)	(7.7		)
Accounts payable and accrued expenses	0.6			3.3
Net cash provided by operating activities	68.7			95.4
Investing activities
Purchases of property, plant and equipment	(69.4		)	(74.2		)
Proceeds from disposals of property, plant and equipment	0.7			5.9
Cash payments for acquisitions, net of cash acquired	(10.8		)	(0.2		)
Proceeds from sale of trademarks	—			2.6
Net (payments) / proceeds for purchase of investments and other assets	(9.3		)	0.1
Net cash used in investing activities	(88.8		)	(65.8		)
Financing activities
Proceeds from issuance of debt	414.8			252.1
Payments on debt	(93.6		)	(68.2		)
Payments on capital lease obligations	(4.7		)	(4.6		)
Net cash provided by financing activities	316.5			179.3
Effect of exchange rates on cash	(2.4		)	(1.3		)
Net increase in cash and cash equivalents	294.0			207.6
Cash and cash equivalents at beginning of year	168.5			31.3
Cash and cash equivalents at end of period	462.5			238.9

See notes to the consolidated financial statements on pages 9 to19.

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Coca-Cola Hellenic Bottling Company S.A.

Consolidated Statements of Shareholders’ Equity – unaudited

(Prepared in accordance with US GAAP)

								Accumulated
	Ordinary Shares		Additional					Other
	Number		Paid-in	Deferred		Retained		Comprehensive
	of Shares	Amount	Capital	Compensation		Earnings		Income		Total
	(millions)			(Euro in millions)
As at December 31, 2004	238.3	119.1	1,657.8	(0.9	)	716.8		68.2		2,561.0
Net income for 2005	—	—	—	—		298.9		—		298.9
Currency translation adjustment, net of applicable income taxes of € (4.2)m	—	—	—	—		—		91.2		91.2
Change in minimum pension liability, net of applicable income taxes of € 0.5m	—	—	—	—		—		(1.3	)	(1.3	)
Change in fair value of derivatives, net of applicable income taxes of € 0.0m	—	—	—	—		—		(0.1	)	(0.1	)
Unrealised gain on available-for-sale investments, net of applicable income taxes of € (0.3)m	—	—	—	—		—		1.0		1.0
Loss on derivatives reclassified into earnings from other comprehensive income, net of applicable income taxes of € (0.4)m	—	—	—	—		—		2.3		2.3
Comprehensive income										392.0
Shares issued to employees exercising stock options	2.4	1.2	35.4	—		—		—		36.6
Changes in deferred compensation related to Employee Share Ownership Plan	—	—	—	0.4		—		—		0.4
Cash dividends (€0.28 per share)	—	—	—	—		(66.7	)	—		(66.7	)
As at December 31, 2005	240.7	120.3	1,693.2	(0.5	)	949.0		161.3		2,923.3
Net (loss) for three months ended March 31, 2006	—	—	—	—		(0.2	)	—		(0.2	)
Currency translation adjustment, net of applicable income taxes of € (0.2)m	—	—	—	—		—		(17.7	)	(17.7	)
Change in minimum pension liability, net of applicable income taxes of € 0.0m	—	—	—	—		—		0.1		0.1
Change in fair value of derivatives, net of applicable income taxes of € (0.2)m	—	—	—	—		—		1.1		1.1
Unrealised gain on available-for-sale investments, net of applicable income taxes of € (0.3)m	—	—	—	—		—		1.3		1.3
Loss on derivatives reclassified into earnings from other comprehensive income, net of applicable income taxes of € (0.1)m	—	—	—	—		—		0.5		0.5
Comprehensive income										(14.9	)
Stock option compensation	—	—	0.8	—		—		—		0.8
Changes in deferred compensation related to Employee Share Ownership Plan	—	—	—	(0.1	)	—		—		(0.1	)
As at March 31, 2006	240.7	120.3	1,694.0	(0.6	)	948.8		146.6		2,909.1

See notes to the consolidated financial statements on pages 9 to19.

8

Coca-Cola Hellenic Bottling Company S.A.

Condensed Notes to Consolidated Financial Statements – unaudited

1.BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of the Coca-Cola Hellenic Bottling Company S.A. (“the Company”) have been prepared in accordance with accounting principles generally accepted in the United States. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. These unaudited consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments considered necessary for a fair statement of the Company’s financial position, results of operations and cash flows for the periods presented. Where necessary, comparative figures have been reclassified to conform with changes in presentation in the current year.

For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report for the year ended December 31, 2005.

2.ADOPTION OF NEW ACCOUNTING STANDARDS

In May 2005, the Financial Accounting Standards Board (“FASB”) issued Statement No. 154, Accounting Changes and Error Corrections (“Statement No. 154”), a replacement of APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements. Statement No. 154 applies to all voluntary changes in accounting principle, and changes the requirements for accounting for and reporting of a change in accounting principle. Statement No. 154 requires retrospective application to prior periods’ financial statements of a voluntary change in accounting principle unless it is impracticable. The Company has adopted the policy with effect from January 1, 2006. The adoption of Statement No. 154 has not had a material impact on the Company’s financial statements.

In December 2004, the FASB issued Statement No. 123 (Revised 2004), Share-Based Payment (“Statement No. 123 (R)”). The Statement requires compensation costs related to share based payments to be recognized in the financial statements. Under the Statement, the compensation cost is determined based on the grant date fair value of the equity or liability instrument issued. The Statement is applicable to share based payment transactions excluding employee share purchase plans that meet certain criteria. Statement No. 123 (R) replaces APB Opinion No. 25, Accounting for Stock Issued to Employees. The Statement applies to all awards granted after the required effective date and to awards modified, repurchased or cancelled after that date. As of the required effective date, which is January 1, 2006 the Company adopted Statement No. 123 (R), using the modified version of the prospective application. Further details are available in Note 9, Stock-Based Compensation, and Note 10, Stock Appreciation Rights.

In March 2005, the SEC staff issued Staff Accounting Bulletin No. 107, Share-Based Payment (“SAB No. 107”) to assist preparers by simplifying some of the implementation challenges of Statement No. 123 (R) while enhancing the information that investors receive. SAB No. 107 creates a framework that is based on two overriding themes: (a) considerable judgment will be required by preparers to successfully implement Statement No. 123 (R), specifically when valuing employee stock options; and b) reasonable individuals, acting in good faith, may conclude differently on the fair value of employee stock options. Key topics covered by SAB No. 107 include: (a) valuation models – SAB No. 107 reinforces the flexibility allowed by Statement No. 123 (R) to choose an option-pricing model that meets the standard’s fair value measurement objective; (b) expected volatility – SAB No. 107 provides guidance on when it would be appropriate to rely exclusively on either historical or implied volatility in estimating expected volatility; and (c) expected term – the new guidance includes examples and some simplified approaches to determining the expected term under certain circumstances. The Company applied the principles of SAB No. 107 in conjunction with its adoption of Statement No. 123 (R).

In November 2004, the FASB issued Statement No. 151, Inventory Costs–an amendment to ARB No. 43, Chapter 4. The Statement requires that abnormal amounts of idle facility expenses, freight, handling costs and wasted material (spoilage) be included in the current period charges, eliminating

9

the option for capitalization. This Statement is effective for inventory costs incurred after January 1, 2006 and has not had a material impact on the Company’s financial statements.

In December 2004, the FASB issued Statement No. 153, Exchanges of Non-monetary Assets-an amendment of APB Opinion No. 29 (‘Statement No. 153’). Statement No. 153 eliminates the exception from fair value measurement for non-monetary exchanges of similar productive assets and replaces it with an exception for exchanges that do not have commercial substance. Statement No. 153 specifies that a non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. Statement No. 153 is effective for exchanges of non-monetary assets that occur in fiscal periods beginning after June 15, 2005 (e.g. July 1, 2005 in the case of the Company) and did not have a material impact on the Company’s financial statements.

In February 2006, the FASB issued Statement No. 155, Accounting for Certain Hybrid Financial Instruments — an amendment of FASB Statements No. 133 and 140. Statement 155 provides entities with relief from having to separately determine the fair value of an embedded derivative that would otherwise be required to be bifurcated from its host contract in accordance with Statement 133. Statement 155 allows an entity to make an irrevocable election to measure such a hybrid financial instrument at fair value in its entirety, with changes in fair value recognized in earnings. The election may be made on an instrument-by-instrument basis and can be made only when a hybrid financial instrument is initially recognized or when certain events occur that constitute a re-measurement (i.e., new basis) event for a previously recognized hybrid financial instrument. An entity must document its election to measure a hybrid financial instrument at fair value, either concurrently or via a pre-existing policy for automatic election. Once the fair value election has been made, that hybrid financial instrument may not be designated as a hedging instrument pursuant to Statement 133. The Statement is effective for all financial instruments acquired, issued, or subject to a re-measurement (new basis) event occurring after the beginning of an entity’s first fiscal year that begins after September 15, 2006. Upon adoption, an entity may elect fair value measurement for existing financial instruments with embedded derivatives that had previously been bifurcated pursuant to Statement 133. The Company is currently assessing the effect of the Statement on its financial statements.

3.SEASONALITY OF BUSINESS

Operating results for the three months ended March 31, 2006 are not indicative of the results that may be expected for the year ended December 31, 2006 because of business seasonality. Business seasonality results from a combination of higher unit sales of the Company’s products in the warmer months of the year and the methods of accounting for fixed costs such as depreciation and interest expense that are not significantly affected by business seasonality.

4.INVENTORIES

Inventories consist of the following (in millions):

	March 31, 2006		December 31, 2005
Finished goods	€	159.2	€	128.7
Raw materials & work in progress	179.6		166.9
Consumables	75.7		57.9
Payments on account	3.1		6.3
	€	417.6	€	359.8

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5.RECENT ACQUISITIONS

On March 13, 2006, we acquired, jointly with The Coca Cola Company (‘TCCC’), 100% of Fresh & Co, one of the leading producers of fruit juices in Serbia and Montenegro. The acquisition includes a production facility located at Subotica and the juice and nectar brands “Next” and “Su-Voce”. The net consideration for the transaction was €21.4 million (excluding acquisition costs) with the assumption of debt of an additional €24.0 million. The Company’s share of the purchase price and debt was €22.7 million. The acquisition is consistent with the Company’s strategy of expanding into the non-carbonated segment of the non-alcoholic beverages market. The acquired entity is a joint venture with TCCC and is being accounted for under the equity method.

6.FRANCHISE RIGHTS, GOODWILL AND OTHER INTANGIBLE ASSETS

Our intangible assets consist mainly of franchise rights related to our bottler’s agreements with TCCC, trademarks and goodwill.

TCCC does not grant perpetual franchise rights outside of the United States, nonetheless, we believe our franchise agreements will continue to be renewed at each expiration date and, therefore, essentially have an indefinite useful life. We determine the useful life of our trademarks after considering potential limitations that could impact the life of the trademark, such as technological limitations, market limitations and the intent of management with regard to the trademark. All the trademarks that we have recorded on our balance sheet have been assigned an indefinite useful life, as they have an established sales history in the applicable region. It is our intention to receive a benefit from them indefinitely, and there is no indication that this will not be the case.

In accordance with FASB Statement No. 142, Goodwill and Other Intangible Assets, goodwill and indefinite-lived intangible assets are not amortized, but are reviewed at least annually for impairment. Finite-lived assets are amortized over their estimated useful lives. The following table sets forth the carrying value of intangible assets subject to, and not subject to, amortization (in millions):

	March 31, 2006		December 31, 2005
Intangible assets not subject to amortization
Franchise rights	€	1,981.3	€	1,996.4
Goodwill	755.0		756.7
Minimum pension liability	1.2		1.1
Trademarks	29.2		29.0
	2,766.7		2,783.2
Intangible assets subject to amortization
Customer contracts	0.8		0.9
Water rights	2.1		2.2
	€	2,769.6	€	2,786.3

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The changes in the carrying amount of goodwill are as follows (in millions):

	Established			Developing			Emerging
	Countries			Countries			Countries		Total
Balance as at December 31, 2005	€	600.4		€	122.8		€	33.5	€	756.7
Adjustment to goodwill arising from prior period acquisitions	—			—			1.4		1.4
Foreign exchange differences	(1.6		)	(2.3		)	0.8		(3.1		)
Balance as at March 31, 2006	€	598.8		€	120.5		€	35.7	€	755.0

7.SEGMENT INFORMATION

The Company has one business, being the production, distribution and sale of alcohol-free, ready-to-drink beverages. The Company operated in 26 countries in first quarter of 2006, (including our equity investment based in the Former Yugoslav Republic of Macedonia) and its financial results are reported in the following segments:

Established countries:	Austria, Greece, Italy, Northern Ireland, Republic of Ireland and Switzerland.
Developing countries:	Croatia, Czech Republic, Estonia, Hungary, Latvia, Lithuania, Poland, Slovakia and Slovenia.
Emerging countries:	Armenia, Belarus, Bosnia and Herzegovina, Bulgaria, FYROM, Moldova, Nigeria, Romania, Russia, Serbia and Montenegro, and Ukraine.

The Company’s operations in each of the segments presented have similar economic characteristics, production processes, customers and distribution methods. The Company evaluates performance and allocates resources primarily based on cash operating profit. Cash operating profit is defined as operating profit before deductions for depreciation, amortization, stock option compensation expense and impairment charges. Information on the Company’s segments is as follows (in millions):

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	Three Months Ended
	March 31, 2006			April 1, 2005
Net sales revenue
Established countries	€	517.6		€	503.0
Developing countries	171.8			154.7
Emerging countries	333.0			262.0
	1,022.4			919.7
Cash operating profit
Established countries	60.5			69.3
Developing countries	7.8			11.1
Emerging countries	43.5			38.2
	111.8			118.6
Depreciation
Established countries	(29.5		)	(29.0		)
Developing countries	(16.6		)	(16.6		)
Emerging countries	(31.7		)	(26.2		)
	(77.8		)	(71.8		)
Amortization
Established countries	(0.1		)	—
Developing countries	—			—
Emerging countries	—			—
	(0.1		)	—
Stock option compensation
Established countries	(0.6		)	—
Developing countries	(0.1		)	—
Emerging countries	(0.1		)	—
	(0.8		)	—
Impairment charges
Established countries	(5.6		)	—
Developing countries	—			—
Emerging countries	(0.8		)	—
	(6.4		)	—
Operating profit
Established countries	24.7			40.3
Developing countries	(8.9		)	(5.5		)
Emerging countries	10.9			12.0
	26.7			46.8
Reconciling items
Interest expense	(17.9		)	(13.5		)
Interest income	1.2			0.6
Other income	—			2.0
Other expense	(0.8		)	(3.0		)
Income tax expense	(11.4		)	(17.8		)
Share of income (loss) of equity method investees	4.3			(1.2		)
Minority interests	(1.5		)	(0.9		)
Net income before cumulative effect adjustment	€	0.6		€	13.0
	As at
	March 31, 2006			December 31, 2005
Total assets
Established countries	€	3,573.0		€	3,625.6
Developing countries	1,291.2			1,312.4
Emerging countries	1,793.2			1,714.0
Corporate / intersegment receivables	398.4			54.9
	€	7,055.8		€	6,706.9

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8.EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share (in millions):

	Three Months Ended
	March 31, 2006			April 1, 2005
Numerator
Net (loss) income	€	(0.2	)	€	13.0
Denominator
Basic	240.7			238.3
Dilutive effect of stock options	—			0.9
Diluted	240.7			239.2

9.STOCK-BASED COMPENSATION

The Company operates a stock-based compensation plan, under which certain key employees are granted awards of stock options, based on an employee’s performance and level of responsibility. Options are granted at an exercise price of the average mid-price of the Company’s shares at close of trading on the Athens Exchange over the last ten working days before the date of the grant. Options vest in one-third increments each year for three years and can be exercised for up to ten years from the date of award.

Stock Options are approved by the Board of Directors upon the recommendation of the Human Resources Committee after reviewing management advice and based on a view of competitive market conditions for employee remuneration and employees’ performance.

At the Annual General Meeting in June 2005, shareholders approved the adoption of a multi-year plan to grant stock options to senior managers for up to a maximum of 4,950,000 shares, subject to approval of the Board of Directors. Under this authorization, the Board of Directors approved in December 2005 the grant of stock options for 794,000 shares. In March 2006, a new grant of stock options for 50,000 shares was also approved.

Prior to January 1, 2006, the Company accounted for the plans under the measurement and recognition of APB Opinion No 25, Accounting for Stock Issued to Employees, and related interpretations, as permitted by Statement No. 123. Stock based compensation was included as a pro forma disclosure in the financial statement notes.

Effective January 1, 2006, the Company adopted the fair value recognition provisions of Statement 123 (R), using the modified-prospective transition method. Under this transition method, stock option compensation cost in 2006 includes the portion vesting in the period for (1) all share-based payments granted prior to, but not vested as of January 1, 2006, and (2) all share-based payments granted subsequently to January 1, 2006, based on the grant date fair value estimated in accordance with the provisions of Statement No. 123 (R). Compensation expense recorded for the three months period ended March 31, 2006 was €0.8m. Results for the prior period have not been restated.

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The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of Statement No. 123 to options granted under the Company’s stock options plans in first quarter of 2005.

	Pro forma
	April 1, 2005
Net income	€	13.0
Add: Stock option employee compensation expense included in net income, net of applicable income tax	—
Deduct: Total stock option employee compensation expense determined under fair value based method for all awards, net of applicable income tax	(0.9		)
Pro forma net income	€	12.1
Earnings per share (Euro):
Basic - reported & pro forma	0.05
Diluted - reported & pro forma	0.05

The following table summarizes the fair value (weighted average) of stock options granted in the first quarter of 2006. The fair values of options granted in 2006, 2005 and 2004 were estimated using the binomial option-pricing model. We believe this model more accurately reflects the value of the options compared to the Black-Scholes option-pricing model. Previous years grants continue to be valued using the Black-Scholes model. Because the Company’s employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the Black-Scholes model did not necessarily provide a reliable single measure of the fair value of the Company’s employee stock options. The fair value of the option grants was calculated on the date of grant with the following assumptions (weighted average):

	March 31, 2006
Weighted average fair value of options granted	€	7.05
Risk free interest rate	3.66		%
Expected volatility	25.24		%
Expected dividend yield	1.22		%

Expected stock price volatility is based on the historical volatility of the Company’s stock and the expected dividend yield is based on the Company’s most recent annual dividend payout. The risk free interest rate is based on the average Eurobond rate for the option period. The calculation also takes into account the Company’s experience of early exercise. The calculated expected life of the option is 5.22 years.

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A summary of stock option activity under all plans is as follows:

	March 31, 2006
	Number of Stock Options		Weighted Average Exercise Price	Weighted average remaning contractual life	Aggregate intrinsic value in millions
Outstanding at January 1st	3,847,059		18.19
Granted	50,000		24.85
Forfeited	(77,860	)	18.84
Outstanding at March 31	3,819,199		18.26	6.62	69.8
Exercisable at March 31	2,331,513		16.26	4.45	32.0

The total estimated compensation cost related to non-vested awards not yet recognized is €4.1 million. We expect to recognize this compensation expense over the weighted average period of 1.57 years. The Company has a policy for issuing new shares upon stock option exercise.

10.STOCK APPRECIATION RIGHTS

The Company operates a stock-based compensation plan, under which certain key employees are granted stock appreciation rights (“SARs”), based on an employee’s performance and level of responsibility. The terms of the SARs are based upon the basic terms and conditions of stock option grants except that instead of shares, the holders receive a payment equal to the positive difference between the market price of the Company’s shares at the date of exercise and the exercise price. SARs vest in one-third increments each year for three years and can be exercised for up to ten years from the date of award.

Stock appreciation rights are approved by the Board of Directors upon the recommendation of the Human Resources Committee after reviewing management advice and based on a view of competitive market conditions for employee remuneration and employees’ performance.

Prior to January 1, 2006, the Company measured the liability incurred under SARs at intrinsic value.

Effective January 1, 2006, the Company adopted the fair value recognition provisions of Statement 123 (R), using the modified-prospective transition method. Under this transition method, we recognized the effect of initially measuring the liability at its fair value, net of any related tax effect, as the cumulative effect of a change in accounting principle amounting to €0.8 million. The liability will be remeasured at fair value at each reporting period and is recorded in “Accrued expenses”. The compensation expense recognized in the first quarter of 2006 was immaterial.

The option pricing model used was binomial model. Expected stock price volatility is based on the historical volatility of the Company’s stock and the expected dividend yield is based on the Company’s most recent annual dividend payout. The risk free interest rate is based on the average Eurobond rate for the option period. The calculation also takes into account the early exercise experience.

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A summary of SARs activity under all plans is as follows:

	March 31, 2006
	Number of SARs		Weighted Average Exercise Price	Weighted average remaining contractual life	Aggregate intrinsic value in millions
Outstanding at January 1st	531,482		18.37
Exercised	(124,428	)	16.42
Outstanding at March 31	407,054		18.96	4.49	2.7
Exercisable at March 31	361,119		18.80	3.65	2.3

As of March 31, 2006, there was a €0.2 million of total unrecognized compensation cost related to SARs, which is expected to be recognized over a weighted average period of 1.54 years.

11.RESTRUCTURING

During the first quarter of 2006, the Company recorded restructuring charges of €25.2 million before tax, comprised of cash restructuring charges of €17.1 million, accelerated depreciation of €1.7 million and impairment charges of €6.4 million. The restructuring charges primarily relate to initiatives in Greece, Ireland and Croatia. Specifically, on February 24, 2006, the Athens plant closed, and production was transferred to our Schimitari plant (which is 40 kilometers away from Athens). In addition, on March 10, 2006 the Greek warehouses of Messologi, Corfu and Rhodes closed. These initiatives are expected to support the growth of the Greek business as well as yield significant operating efficiency benefits in future years. Of the total restructuring charges for 2006 (cash and non-cash) relating to our initiatives in Greece, €8.2 million was recorded in cost of goods sold and €3.6 million in selling, delivery and administrative expenses. In Croatia, €2.6 million of cash charges have been recorded in 2006 in selling, delivery and administrative expenses in respect of rationalization of the delivery function. In Ireland, the project to develop a single all-island production facility is proceeding well. During the quarter, we recorded €5.4 million of restructuring charges and €1.7 million of accelerated depreciation, mainly reflected in cost of goods sold. We expect to incur further cash charges of approximately €20.4 of cash charges and €6.2 million of accelerated depreciation over the next twelve months in relation to the project.

A further €3.7 million of restructuring charges were incurred in relation to other restructuring activities throughout the Group, of which €2.9 million were recorded in selling, delivery and administrative expenses and €0.8 in cost of goods sold.

The table below summarizes accrued restructuring costs included within accrued expenses and amounts charged against the accrual (in millions):

	As at
	March 31, 2006			December 31, 2005
As at beginning of the period	€	9.0		€	7.1
Arising during the year	17.1			10.1
Utilized during the year	(10.1		)	(8.2		)
As at end of period	€	16.0		€	9.0

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12.CONTINGENCIES

On June 29, 2005, the Greek Competition Authority requested the Company to provide information on our commercial practices as a result of a complaint by certain third parties regarding our level of compliance with its decision of January 25, 2002. On October 7, 2005, the Company was served with notice to appear before the Competition Authority. On such date, the Company was also made aware that in its recommendation to the Competition Authority the Secretariat of the Competition Authority claims that the Company did not properly comply with the decision of the Competition Authority of January 25, 2002 during the period covered by its investigation and proposes the imposition of a fine on the Company of €5,869 for each day that the Company delayed to comply since the decision of January 25, 2002 which, through the date the Company was served with notice, could amount up to approximately €7.9 million. The hearings before the Competition Authority have been concluded, and a decision is expected to be issued in the first half of 2006.

We believe we have substantial legal and factual defenses to the Secretariat’s claims. However, at this time we cannot predict the outcome of these proceedings.

In relation to the Greek Competition Authority’s decision of January 25, 2002, one of our competitors has filed a lawsuit claiming damages in an amount of €7.7 million. At present, it is not possible to predict the outcome of this lawsuit or quantify the likelihood or materiality of any potential liability arising from it.

The Company’s Bulgarian subsidiaries are participating in two waste recovery organizations in order to discharge their obligations under the Bulgarian Waste Management Act. On March 10, 2006, the Minister of Environment and Waters of Bulgaria issued an Ordinance stating that these organizations had not sufficiently proven their compliance with the Bulgarian Waste Management Act and consequently that all participants in these organizations should pay waste recovery fees. If the Company’s subsidiaries were to become liable to pay full waste recovery fees for 2005, the amount payable would be approximately €4.2 million. The decision has been appealed to the Bulgarian Supreme Administrative Court. At present, it is not possible to predict the outcome of this matter or to quantify the likelihood of any potential liability arising from it.

The Company has not provided for any losses related to the above matters.

In recent years, customs authorities in some Central and East European countries have attempted to challenge the classification under which the Company imports concentrate into these countries to produce our products. Local authorities have argued that a classification with higher custom duties than the current classification should apply. In the past, such issues were successfully resolved in most of these countries. The Company still has similar issues outstanding before the Romanian Custom Authorities. At this time, it is not possible to quantify the risk of a negative outcome in these cases.

The Company is also involved in various other legal proceedings. Management believes that any liability to the Group that may arise as a result of these pending legal proceedings will not have a material adverse effect on the financial condition of the Company taken as a whole.

The tax filings of CCHBC and its subsidiaries are routinely subjected to audit by tax authorities in most of the jurisdictions in which the Group conducts business. These audits may result in assessments of additional taxes. The Group provides additional tax in relation to the outcome of such tax assessments, to the extent that a liability is probable and estimable.

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13.NET DEBT

Net debt consists of the following (in millions):

	As at
	March 31, 2006			December 31, 2005
Long-term borrowings (including leases)	€	1,623.4		€	1,328.7
Short-term borrowings (including leases)	552.4			573.7
Cash and cash equivalents	(462.5		)	(168.5		)
Net debt	€	1,713.3		€	1,733.9

On March 24, 2006, Coca-Cola HBC Finance plc issued €350.0 million Floating Rate Notes due March 24, 2009. The notes were guaranteed by Coca-Cola Hellenic Bottling Company S.A. and Coca-Cola HBC Finance B.V. and were issued under the Group’s €2.0 billion Euro Medium Term Note Program. The notes were primarily issued in order to fund the acquisition of Lanitis Bros Public Limited (as discussed in Note 15) and the repayment of the Eurobond maturing in June 2006. The majority of the increase in long-term borrowings and cash and cash equivalents from December 31, 2005 was a result of this issuance.

14.PENSIONS

Components of net period benefit cost consist of the following (in millions):

	Three Months Ended
	March 31, 2006			April 1, 2005
Service cost	€	4.9		€	4.5
Interest cost	4.0			4.1
Expected return on plan assets	(2.4		)	(2.2		)
Amortization of transition obligations	0.2			0.2
Recognized net actuarial obligation loss	0.5			0.4
Curtailment/settlement and terminations	2.8			0.8
	€	10.0		€	7.8

The Company disclosed in its financial statements for the year ended December 31, 2005, that it expects to contribute €8.8 million to its pension plans during 2006. As at March 31, 2006, the Company has made contributions of €2.1 million to these plans.

15.SUBSEQUENT EVENTS

On April 5, 2006, the Company acquired Lanitis Bros Public Limited (“Lanitis Bros”). As at May 16, 2006, a total of 238,559,665 shares or approximately 95.43% of Lanitis Bros outstanding share capital had been acquired. The total consideration paid for these shares was €71.5 million. Lanitis Bros has been delisted from the Cyprus Stock Exchange, and we intend to acquire the remaining shares. As at March 31, 2006, a total of 31,587,696 shares or approximately 12.64% of the outstanding share capital of Lanitis Bros had been purchased. The consideration paid for these shares was €9.5 million and is reflected in other tangible non current assets in the balance sheet.

On April 24, 2006, the Company completed the sale of its production site in Dublin. The gain on sale is estimated to be €16.0 million.

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Coca-Cola Hellenic Bottling Company S.A.

Summary of Significant Differences between US GAAP and

International Financial Reporting Standards (IFRS) – unaudited

The tables below illustrate those differences that have a significant effect on our operating profit and net income in the reported periods:

Reconciliation of operating profit

	Three Months ended
	March 31, 2006		April 1, 2005
	€ million		€ million
Operating profit under US GAAP	26.7		46.8
Recognition of previously unrecognized pre-acquisition tax losses (1)	(3.6	)	(3.4	)
Treatment of joint ventures (2)	3.7		(1.4	)
Restructuring charges (3)	5.4		2.0
Other	(1.4	)	(0.7	)
Operating profit under IFRS	30.8		43.3

Reconciliation of net income

	Three Months ended
	March 31, 2006		April 1, 2005
	€ million		€ million
Net (loss) income under US GAAP	(0.2	)	13.0
Cumulative effect of accounting change for Statement No. 123 (R)	0.8		—
Deferred tax (4)	0.6		(0.7	)
Restructuring charges (3)	5.4		1.4
Other	(1.0	)	(0.5	)
Net income under IFRS	5.6		13.2

In summary, the significant differences are as follows:

(1)In accordance with IAS 12R, Income Taxes, when deferred tax assets on losses have not been recognized at acquisition date and are subsequently recognized, both deferred tax assets and goodwill are adjusted with corresponding entries to operating expense and taxation in the income statement. Such a treatment does not occur for US GAAP.

(2)CCHBC’s interests in jointly controlled entities, Brewinvest S.A., the Multon group and from 2006, Fresh & Co., are accounted for under the equity method of accounting for US GAAP and under the proportional consolidation method of accounting for IFRS.

(3)In accordance with FAS 146, Exit or Disposal Activities, the liability for the costs of restructuring are recognized and measured at fair value when the liability is incurred, rather than the date at which the exit plan is committed to. In particular, where employees are required to serve beyond the minimum retention period in order to receive one-time termination benefits such as severance pay, the costs of the one-time termination benefit are recognized at fair value over the term of the retention period. If it is not possible for the employee to determine the type and amount of benefits they will receive from involuntary termination (for example, when the negotiation of severance benefits has not been conducted with the appropriate employee groups such as work councils or trade unions), then it is not possible to record a provision for any such amounts.

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(4)The US GAAP treatment of deferred tax is different in a number of respects from IFRS. In addition, other differences in accounting treatment can have an implication on tax. For example, under US GAAP a material balance is recorded as franchise rights, in comparison to IFRS. Deferred tax is applied to this franchise rights balance. Enacted tax rate changes can therefore have a material effect upon the US GAAP accounts that are not reflected for IFRS.

A full discussion of the differences can be found in the Company’s Annual Report for the year ended December 31, 2005.

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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.

	Coca-Cola Hellenic Bottling Company S.A.
	By:	/s/ Jan Gustavsson
	Name: Jan Gustavsson
	Title: General Counsel & Company Secretary
Date: May 26, 2006

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