Under the Securities Exchange Act of 1934
(Amendment No. 2)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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This Amendment No. 2 (“Amendment No. 2”) amends and supplements that certain Schedule 13D previously filed with the Securities and Exchange Commission (the “SEC”) on September 6, 2006 (the “Original 13D”) by Apax Partners Europe Managers Ltd. (“Apax Europe Managers”) and Apax Europe VI GP Co. Limited (“Apax Europe VI GP” and, together with Apax Europe Managers, the “Reporting Persons”), as amended and supplemented by Amendment No. 1 to the Original 13D filed with the SEC on November 27, 2009 (“Amendment No. 1”, and together with the Original 13D and this Amendment No. 2, the “Schedule 13D”).

This Amendment No. 2 is being filed to report the termination of the discretionary investment management arrangement with Apax Europe Managers and to report that the Reporting Persons are no longer beneficial owners of 5% or more of the Class A Shares.

Unless otherwise stated herein, the Schedule 13D remains in full force and effect. Capitalized terms used therein and not defined herein have the meanings ascribed thereto in the Schedule 13D.  The information contained on the cover pages to this Amendment No. 2 is incorporated herein by reference.

Item 1.                          Security and Issuer

Item 1 is hereby amended and restated in its entirety to read as follows:

The securities to which this statement on Schedule 13D relates are the Class A Common Stock, par value $0.08 per share (the “Class A Shares”) and the Class B Common Stock, par value $0.08 per share (the “Class B Shares” and, together with the Class A Shares, the “CME Shares”), of Central European Media Enterprises Ltd., a Bermuda limited corporation (the “Issuer”), with principal executive offices at O’Hara House, 3 Bermudiana Road, Hamilton, Bermuda.

Item 2.                          Identity and Background

Item 2 is hereby amended and restated in its entirety to read as follows:

This statement is being filed by Apax Europe Managers and Apax Europe VI GP.(1)

Apax Europe Managers is a company organized under the laws of England the purpose of which is to serve as the discretionary investment manager of various private equity funds. Apax Europe VI GP is a Guernsey company the purpose of which is to act as the general partner of Apax Europe VI GP, L.P. Inc. (the “General Partner of the Europe VI Funds”). The General Partner of the Europe VI Funds is a Guernsey entity the purpose of which is to act as the general partner of certain private equity funds, including Apax Europe VI-A, L.P., an English limited partnership (“Apax Europe VI-A”) and Apax Europe VI-1, L.P., an English limited partnership (together with Apax Europe VI-A, the “Europe VI Funds”). The principal business address of Apax Europe Managers is 33 Jermyn Street, London, England SW1Y 6DN, United Kingdom. The principal business address of each of Apax Europe VI GP, the General Partner of the Europe VI Funds and the Europe VI Funds is Third Floor, Royal Bank Place, 1 Glategny Esplanade, St. Peter Port, GY1 2HJ Guernsey.

Apax Europe Managers owns all of the issued share capital of APAX WW Nominees Ltd. (“Apax WW Nominees”), a corporation organized under the laws of England, and APAX WW No.2 Nominees Ltd. (“Apax WW No. 2 Nominees”), a corporation organized under the laws of England. Apax WW Nominees and Apax WW No. 2 Nominees are the registered owners of 100 percent of the issued share capital of Adele (Guernsey) GP Limited (“Adele GP”) and Apax Europe VI-A and Apax Europe VI-1 are collectively the beneficial owner of 100 percent of Adele GP. Adele GP is a corporation organized under the laws of Guernsey for the purpose of acting as the general partner of Adele (Guernsey) L.P. (“Adele LP” and, together with Adele GP, Apax WW Nominees and Apax WW No. 2 Nominees, the “Registered Owners”). Adele LP is a limited partnership organized under the laws of Guernsey for the purpose of holding long term investments. The principal business address of Apax WW Nominees and Apax WW No. 2 Nominees is 33 Jermyn Street, London, England SW1Y 6DN, United Kingdom. The principal business address of Adele GP and Adele LP is Third Floor, Royal Bank Place, 1 Glategny Esplanade, St. Peter Port, GY1 2HJ Guernsey.

The name, business address, present principal occupation or employment and citizenship of each executive officer and director of Apax Europe Managers and Apax Europe VI GP are set forth in Schedule A and Schedule B, respectively, and are incorporated herein by reference.

During the last five years, neither the Reporting Persons, nor, to the knowledge of the Reporting Persons, any of the Registered Owners, the Europe VI Funds or persons listed on Schedules A and B hereto, has been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining

(1) Neither the present filing nor anything contained herein will be construed for admission that any Reporting Person constitutes “person” for any purpose other than for compliance with Section 13(d) of the Act.

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future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 5.                          Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety to read as follows:

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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SCHEDULE A

The name, title and present principal occupation of each director of Apax Partners Europe Managers Ltd. (“Apax Europe Managers”) are set forth below. There are no executive officers of Apax Europe Managers.

The principal business address of each director of Apax Europe Managers is 33 Jermyn Street, London, England SW1Y 6DN, United Kingdom. Each director of Apax Europe Managers is a citizen of the United Kingdom.

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SCHEDULE B

The name, title and present principal occupation of each director of Apax Europe VI GP Co. Limited (the "Apax Europe VI GP") are set forth below.

The principal business address of each director of Apax Europe VI GP, is Third Floor, Royal Bank Place, 1 Glategny Esplanade, St. Peter Port, GY1 2HJ Guernsey

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