<PAGE>
 
    As filed with the Securities and Exchange Commission on October 9, 1998

                                                           Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                            ______________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                   CENTRAL EUROPEAN DISTRIBUTION CORPORATION
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

           DELAWARE                                      58-1865271
---------------------------------           ------------------------------------
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

                         211 NORTH UNION STREET, #100
                             Alexandria, VA 22314
                       ---------------------------------
                   (Address of principal executive offices)

                           1997 STOCK INCENTIVE PLAN
                           -------------------------
                           (Full title of the plans)

                               WILLIAM V. CAREY
                     CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                   CENTRAL EUROPEAN DISTRIBUTION CORPORATION
                         211 NORTH UNION STREET, #100
                             ALEXANDRIA, VA 22314
                                (703) 838-5568
         (Name, address and telephone number, including area code, of 
                              agent for service)

                                    Copy to:
                             STEVEN E. BALLEW, ESQ.
                             HOGAN & HARTSON L.L.P.
                          555 THIRTEENTH STREET, N.W.
                          WASHINGTON, D.C. 20004-1109
                                 (202) 637-5600

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=================================================================================================================
                                                          PROPOSED           PROPOSED MAXIMUM        AMOUNT OF
     TITLE OF SECURITIES                 AMOUNT TO     MAXIMUM OFFERING     AGGREGATE OFFERING     REGISTRATION
      TO BE REGISTERED                BE REGISTERED   PRICE PER SHARE (1)        PRICE (1)            FEE (1)
-----------------------------------------------------------------------------------------------------------------
<S>                                   <C>             <C>                   <C>                    <C>
Common Stock, $.01 par value per
 share                                    750,000           $6.50               $4,875,000             $1,439
=================================================================================================================
</TABLE>

(1) Estimated pursuant to Rule 457(c) and (h) solely for purposes of calculating
    the amount of the registration fee.
<PAGE>
 
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      The documents containing the information specified in Part I of Form S-8
will be sent or given to participants as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act").  In accordance with
the instructions to Part I of Form S-8, such documents will not be filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      Central European Distribution Corporation (the "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents filed by it with the Commission:

      (a) The Registrant's final prospectus dated July 27, 1998 as filed with
the Commission pursuant to Rule 424(b) of the Securities Act, which contains
audited consolidated financial statements as of December 31, 1997 and 1996 and
for each of the years in the period ended December 31, 1997 (the "Prospectus");

      (b)  The Registrant's registration statement on Form 8-A (File Number 
000-24341) as filed with the Commission on May 23, 1998;

      (c)  All reports filed with the Commission pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since July 27, 1998; and

      (d)  The description of the Registrant's Common Stock, par value $.01 per
share (the "Common Stock"), contained in the Prospectus.

      In addition, all documents and reports filed by the Registrant subsequent
to the date hereof pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents or reports.  Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not applicable.  (The Common Stock is registered under Section 12 of the
Exchange Act.)

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

                                       2
<PAGE>
 
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Under Section 145 of the Delaware General Corporation Law ("DGCL"), a
corporation may indemnify its directors, officers, employees and agents and its
former directors, officers, employees and agents and those who serve, at the
corporation's request, in such capacities with another enterprise, against
expenses (including attorneys' fees), as well as judgments, fines and
settlements in nonderivative lawsuits, actually and reasonably incurred in
connection with the defense of any action, suit or proceeding in which they or
any of them were or are made parties or are threatened to be made parties by
reason of their serving or having served in such capacity.  The DGCL provides,
however, that such person must have acted in good faith and in a manner such
person reasonably believed to be in (or not opposed to) the best interests of
the corporation and, in the case of a criminal action, such person must have had
no reasonable cause to believe his or her conduct was unlawful. In addition, the
DGCL does not permit indemnification in any action or suit by or in the right of
the corporation, where such person has been adjudged liable to the corporation,
unless, and only to the extent that, a court determines that such person fairly
and reasonably is entitled to indemnity for costs the court deems proper in
light of liability adjudication.  Indemnity is mandatory to the extent a claim,
issue or matter has been successfully defended.

      The Certificate of Incorporation of the Registrant contains provisions
that provide that no director of the Registrant shall be liable for breach of
fiduciary duty as a director except for (a) any breach of the director's duty of
loyalty to the Registrant or its stockholders; (b) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of the law;
(c) liability under Section 174 of the DGCL; or (d) any transaction from which
the director derived an improper personal benefit.  The Certificate of
Incorporation contains provisions that further provide for the indemnification
of directors and officers to the fullest extent permitted by the DGCL.  Under
the Bylaws of the Registrant, the Registrant is required to advance expenses
incurred by an officer or director in defending any such action if the director
or officer undertakes to repay such amount if it is determined that the director
or officer is not entitled to indemnification.  In addition, the Registrant has
entered into indemnity agreements with each of its directors pursuant to which
the Registrant has agreed to indemnify the directors as permitted by the DGCL
and has obtained directors and officers liability insurance.

                            *          *          *

      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

                                       3
<PAGE>
 
ITEM 8.   EXHIBITS.

  EXHIBIT
  NUMBER                           DESCRIPTION
  ------                           -----------
          
   4.1    Certificate of Incorporation of the Registrant (filed as Exhibit
          3.1 to the Registration Statement on Form S-1 (File No. 33-42387)
          (the "Registration Statement") and incorporated herein by
          reference).
          
   4.2    Bylaws of the Registrant (filed as Exhibit 3.2 to the Registration
          Statement and incorporated herein by reference).
          
   4.3    Form of Common Stock Certificate of the Registrant (filed as Exhibit 4
          to the Registration Statement and incorporated herein by reference).
          
   4.4    1997 Stock Incentive Plan, as amended.
          
   5.1    Opinion of Hogan & Hartson L.L.P. regarding the legality of the
          securities being registered.
          
   23.1   Consent of Ernst & Young Audit Sp. z o.o.
          
   23.2   Consent of Hogan & Hartson L.L.P. (included in their opinion filed as
          Exhibit 5.1 hereto).
          
   24.1   Power of Attorney (included on signature pages).

ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i)   To include any prospectus required by Section 10(a)(3) of
          the Securities Act;

               (ii)  To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement;

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed with or furnished
     to the Commission by the Registrant pursuant to Section 13 or 15(d) of the
     Exchange Act that are incorporated by reference in this Registration
     Statement.

          (2)  That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement 

                                       4
<PAGE>
 
     relating to the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona fide
     offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (c)  The undertaking concerning indemnification is as set forth under the
response to Item 6.

                                       5
<PAGE>
 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Alexandria, Virginia on the 9th day of October 1998.

                                      CENTRAL EUROPEAN DISTRIBUTION 
                                      CORPORATION



                                      BY:  /s/ William V. Carey
                                           -----------------------------------
                                           William V. Carey
                                           Chairman and Chief Executive Officer



                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William V. Carey and Jeffrey Peterson,
jointly and severally, each in his own capacity, as true and lawful attorneys-
in-fact, with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any amendments to this Registration
Statement (including post-effective amendments), and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

          SIGNATURE                          TITLE

/s/ William V. Carey          Chairman, Chief Executive Officer and
--------------------                                         
    William V. Carey           Director (Principal executive officer)


/s/ Jeffrey Peterson           Vice Chairman, Executive Director
--------------------                                     
    Jeffrey Peterson


/s/ Robert Bohojlo                Chief Financial Officer
------------------                           
    Robert Bohojlo            (Principal financial officer and
                                principal accounting officer)

                                       6
<PAGE>
 
          SIGNATURE                          TITLE

/s/ Joseph S. Conti                          Director
--------------------------            
     Joseph S. Conti


/s/ James T. Grossmann                       Director
--------------------------            
     James T. Grossmann


/s/ James B. Kelly                           Director
--------------------------            
     James B. Kelly

                                             Director
--------------------------
     Jan W. Laskowski


/s/ Joe M. Richardson                        Director
--------------------------       
     Joe M. Richardson

                                       7
<PAGE>
 
                                 EXHIBIT INDEX

  EXHIBIT
  NUMBER                      DESCRIPTION
  ------                      -----------

   4.1    Certificate of Incorporation of the Registrant (filed as Exhibit 3.1
          to the Registration Statement on Form S-1 (File No. 33-42387) (the
          "Registration Statement") and incorporated herein by reference).

   4.2    Bylaws of the Registrant (filed as Exhibit 3.2 to the Registration
          Statement and incorporated herein by reference).

   4.3    Form of Common Stock Certificate of the Registrant (filed as Exhibit 4
          to the Registration Statement and incorporated herein by reference).

   4.4    1997 Stock Incentive Plan, as amended.

   5.1    Opinion of Hogan & Hartson L.L.P. regarding the legality of the
          securities being registered.

  23.1    Consent of Ernst & Young Audit Sp. z o.o.
       
  23.2    Consent of Hogan & Hartson L.L.P. (included in their opinion filed as
          Exhibit 5.1 hereto).
       
  24.1    Power of Attorney (included on signature pages).







                                       8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18507}]
{"company-data": {"conformed-name": "CENTRAL EUROPEAN DISTRIBUTION CORP", "cik": "0001046880", "assigned-sic": "5180", "irs-number": "541865271", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65543", "film-number": "98723769"}, "business-address": {"street1": "211 NORTH UNION STREET", "city": "ALEXANDRIA", "state": "VA", "zip": "22314"}, "mail-address": {"street1": "211 NORTH UNION STREET", "city": "ALEXANDRIA", "state": "VA", "zip": "22314"}}
As filed with the Securities and Exchange Commission on October 9, 1998

                                                           Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                            ______________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                   CENTRAL EUROPEAN DISTRIBUTION CORPORATION
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

           DELAWARE                                      58-1865271
---------------------------------           ------------------------------------
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

                         211 NORTH UNION STREET, #100
                             Alexandria, VA 22314
                       ---------------------------------
                   (Address of principal executive offices)

                           1997 STOCK INCENTIVE PLAN
                           -------------------------
                           (Full title of the plans)

                               WILLIAM V. CAREY
                     CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                   CENTRAL EUROPEAN DISTRIBUTION CORPORATION
                         211 NORTH UNION STREET, #100
                             ALEXANDRIA, VA 22314
                                (703) 838-5568
         (Name, address and telephone number, including area code, of 
                              agent for service)

                                    Copy to:
                             STEVEN E. BALLEW, ESQ.
                             HOGAN & HARTSON L.L.P.
                          555 THIRTEENTH STREET, N.W.
                          WASHINGTON, D.C. 20004-1109
                                 (202) 637-5600

                        CALCULATION OF REGISTRATION FEE
=================================================================================================================
                                                          PROPOSED           PROPOSED MAXIMUM        AMOUNT OF
     TITLE OF SECURITIES                 AMOUNT TO     MAXIMUM OFFERING     AGGREGATE OFFERING     REGISTRATION
      TO BE REGISTERED                BE REGISTERED   PRICE PER SHARE (1)        PRICE (1)            FEE (1)
-----------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value per
 share                                    750,000           $6.50               $4,875,000             $1,439
=================================================================================================================
(1) Estimated pursuant to Rule 457(c) and (h) solely for purposes of calculating
    the amount of the registration fee.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      The documents containing the information specified in Part I of Form S-8
will be sent or given to participants as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act").  In accordance with
the instructions to Part I of Form S-8, such documents will not be filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      Central European Distribution Corporation (the "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents filed by it with the Commission:

      (a) The Registrant's final prospectus dated July 27, 1998 as filed with
the Commission pursuant to Rule 424(b) of the Securities Act, which contains
audited consolidated financial statements as of December 31, 1997 and 1996 and
for each of the years in the period ended December 31, 1997 (the "Prospectus");

      (b)  The Registrant's registration statement on Form 8-A (File Number 
000-24341) as filed with the Commission on May 23, 1998;

      (c)  All reports filed with the Commission pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since July 27, 1998; and

      (d)  The description of the Registrant's Common Stock, par value $.01 per
share (the "Common Stock"), contained in the Prospectus.

      In addition, all documents and reports filed by the Registrant subsequent
to the date hereof pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents or reports.  Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not applicable.  (The Common Stock is registered under Section 12 of the
Exchange Act.)

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

                                       2
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Under Section 145 of the Delaware General Corporation Law ("DGCL"), a
corporation may indemnify its directors, officers, employees and agents and its
former directors, officers, employees and agents and those who serve, at the
corporation's request, in such capacities with another enterprise, against
expenses (including attorneys' fees), as well as judgments, fines and
settlements in nonderivative lawsuits, actually and reasonably incurred in
connection with the defense of any action, suit or proceeding in which they or
any of them were or are made parties or are threatened to be made parties by
reason of their serving or having served in such capacity.  The DGCL provides,
however, that such person must have acted in good faith and in a manner such
person reasonably believed to be in (or not opposed to) the best interests of
the corporation and, in the case of a criminal action, such person must have had
no reasonable cause to believe his or her conduct was unlawful. In addition, the
DGCL does not permit indemnification in any action or suit by or in the right of
the corporation, where such person has been adjudged liable to the corporation,
unless, and only to the extent that, a court determines that such person fairly
and reasonably is entitled to indemnity for costs the court deems proper in
light of liability adjudication.  Indemnity is mandatory to the extent a claim,
issue or matter has been successfully defended.

      The Certificate of Incorporation of the Registrant contains provisions
that provide that no director of the Registrant shall be liable for breach of
fiduciary duty as a director except for (a) any breach of the director's duty of
loyalty to the Registrant or its stockholders; (b) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of the law;
(c) liability under Section 174 of the DGCL; or (d) any transaction from which
the director derived an improper personal benefit.  The Certificate of
Incorporation contains provisions that further provide for the indemnification
of directors and officers to the fullest extent permitted by the DGCL.  Under
the Bylaws of the Registrant, the Registrant is required to advance expenses
incurred by an officer or director in defending any such action if the director
or officer undertakes to repay such amount if it is determined that the director
or officer is not entitled to indemnification.  In addition, the Registrant has
entered into indemnity agreements with each of its directors pursuant to which
the Registrant has agreed to indemnify the directors as permitted by the DGCL
and has obtained directors and officers liability insurance.

                            *          *          *

      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

                                       3
ITEM 8.   EXHIBITS.

  EXHIBIT
  NUMBER                           DESCRIPTION
  ------                           -----------
          
   4.1    Certificate of Incorporation of the Registrant (filed as Exhibit
          3.1 to the Registration Statement on Form S-1 (File No. 33-42387)
          (the "Registration Statement") and incorporated herein by
          reference).
          
   4.2    Bylaws of the Registrant (filed as Exhibit 3.2 to the Registration
          Statement and incorporated herein by reference).
          
   4.3    Form of Common Stock Certificate of the Registrant (filed as Exhibit 4
          to the Registration Statement and incorporated herein by reference).
          
   4.4    1997 Stock Incentive Plan, as amended.
          
   5.1    Opinion of Hogan & Hartson L.L.P. regarding the legality of the
          securities being registered.
          
   23.1   Consent of Ernst & Young Audit Sp. z o.o.
          
   23.2   Consent of Hogan & Hartson L.L.P. (included in their opinion filed as
          Exhibit 5.1 hereto).
          
   24.1   Power of Attorney (included on signature pages).

ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i)   To include any prospectus required by Section 10(a)(3) of
          the Securities Act;

               (ii)  To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement;

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed with or furnished
     to the Commission by the Registrant pursuant to Section 13 or 15(d) of the
     Exchange Act that are incorporated by reference in this Registration
     Statement.

          (2)  That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement 

                                       4
relating to the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona fide
     offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (c)  The undertaking concerning indemnification is as set forth under the
response to Item 6.

                                       5
SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Alexandria, Virginia on the 9th day of October 1998.

                                      CENTRAL EUROPEAN DISTRIBUTION 
                                      CORPORATION

                                      BY:  /s/ William V. Carey
                                           -----------------------------------
                                           William V. Carey
                                           Chairman and Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William V. Carey and Jeffrey Peterson,
jointly and severally, each in his own capacity, as true and lawful attorneys-
in-fact, with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any amendments to this Registration
Statement (including post-effective amendments), and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

          SIGNATURE                          TITLE

/s/ William V. Carey          Chairman, Chief Executive Officer and
--------------------                                         
    William V. Carey           Director (Principal executive officer)

/s/ Jeffrey Peterson           Vice Chairman, Executive Director
--------------------                                     
    Jeffrey Peterson

/s/ Robert Bohojlo                Chief Financial Officer
------------------                           
    Robert Bohojlo            (Principal financial officer and
                                principal accounting officer)

                                       6
SIGNATURE                          TITLE

/s/ Joseph S. Conti                          Director
--------------------------            
     Joseph S. Conti

/s/ James T. Grossmann                       Director
--------------------------            
     James T. Grossmann

/s/ James B. Kelly                           Director
--------------------------            
     James B. Kelly

                                             Director
--------------------------
     Jan W. Laskowski

/s/ Joe M. Richardson                        Director
--------------------------       
     Joe M. Richardson

                                       7
EXHIBIT INDEX

  EXHIBIT
  NUMBER                      DESCRIPTION
  ------                      -----------

   4.1    Certificate of Incorporation of the Registrant (filed as Exhibit 3.1
          to the Registration Statement on Form S-1 (File No. 33-42387) (the
          "Registration Statement") and incorporated herein by reference).

   4.2    Bylaws of the Registrant (filed as Exhibit 3.2 to the Registration
          Statement and incorporated herein by reference).

   4.3    Form of Common Stock Certificate of the Registrant (filed as Exhibit 4
          to the Registration Statement and incorporated herein by reference).

   4.4    1997 Stock Incentive Plan, as amended.

   5.1    Opinion of Hogan & Hartson L.L.P. regarding the legality of the
          securities being registered.

  23.1    Consent of Ernst & Young Audit Sp. z o.o.
       
  23.2    Consent of Hogan & Hartson L.L.P. (included in their opinion filed as
          Exhibit 5.1 hereto).
       
  24.1    Power of Attorney (included on signature pages).

                                       8