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

FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported) March 23, 2006

CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
(Exact name of registrant as specified in its charter)

BERMUDA
0-24796
98-0438382
(State or other jurisdiction of incorporation and organisation)
(Commission File Number)
(IRS Employer Identification No.)
     
Clarendon House, Church Street, Hamilton
 
HM C11 Bermuda
(Address of principal executive offices)
 
(Zip Code)

Registrant's telephone number, including area code: (441) 296-1431

Not applicable
 (Former name or former address, if changed since last report)


 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

*
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

*
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

*
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

*
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Item 1.01
Entry into a Material Definitive Agreement
 
On March 23, 2006, Central European Media Enterprises Ltd. (“CME”) entered into an underwriting agreement (“Underwriting Agreement”) with J.P. Morgan Securities Ltd., Lehman Brothers Inc., ING Bank N.V. London Branch and Ceska sporitelna, a.s. (collectively, the “underwriters”) providing for the issue and sale to the underwriters of 2,200,000 shares of Class A common stock of CME at a price per share of $66.92. Under the terms of the Underwriting Agreement, the underwriters have been granted an option to purchase up to 330,000 additional shares of Class A common stock for a period of 30 days from March 23, 2006.
 
Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on our behalf by the undersigned thereunto duly authorized.

 
Date: March 28, 2006
 
/s/ Wallace Macmillan
   
Wallace Macmillan
   
Vice President - Finance
 
 
(Principal Financial Officer and Duly Authorized Officer)