<PAGE>
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 23, 2001

                                                   REGISTRATION NUMBER 333-
================================================================================

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              GOLDEN TELECOM, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                DELAWARE                               51-0391303
      (State or Other Jurisdiction                  (I.R.S. Employer
                   of                             Identification Nos.)
      Incorporation of Organization)

                 REPRESENTATION OFFICE GOLDEN TELESERVICES, INC.
                               12 TRUBNAYA ULITSA
                              MOSCOW, RUSSIA 103045
                    (Address of principal executive offices)

               1999 GOLDEN TELECOM, INC. EQUITY PARTICIPATION PLAN
                            (Full Title of the Plan)

                                   JULIA MARX
                              GOLDEN TELECOM, INC.
                       4400 MACARTHUR BOULEVARD, SUITE 200
                             WASHINGTON, D.C. 20007
                                 (202) 332-5997
           (Name, address, and telephone number of agent for service)

                                   Copies to:

<TABLE>
<S>                                                   <C>
     WILLIAM GREASON, ESQ.                            JEFFREY A. RIDDELL, ESQ.
      CHADBOURNE & PARKE                   REPRESENTATION OFFICE GOLDEN TELESERVICES, INC.
REGIS HOUSE, 45 KING WILLIAM STREET                    12 TRUBNAYA ULITSA
   LONDON EC4R 9AN, ENGLAND                          MOSCOW, RUSSIA  103045
    (011- 44) 20 7337 8000                            (011-7-501) 797-9300
</TABLE>

--------------------------------------------------------------------------------
     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Upon
exercise of the options granted under the 1999 Golden Telecom, Inc. Equity
Participation Plan (Plan), but in no event prior to the effective date of this
Registration Statement.
--------------------------------------------------------------------------------

     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box [ ]

     If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [X]

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

     If this Form is post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

     If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

================================================================================


<PAGE>


                         CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
                                                                   Proposed Maximum        Proposed Maximum
Title of each class of                                             Offering Price per      Aggregate Offering      Amount of
Securities to be registered        Amount to be registered (1)     Unit (2)                Price (2)               Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                             <C>                     <C>
Common Stock Par Value $0.01 per   296,449                         $10.68                  $3,166,075.32           $791.52
share
------------------------------------------------------------------------------------------------------------------------------------
</Table>

(1) The 296,449 shares of common stock being registered are additional shares
which were added to the Plan by amendment ratified by the Company's shareholders
on June 26, 2001. 4,023,551 shares of common stock were previously registered on
the Form S-8 Registration Statement (333-41542) filed in July 2000.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act on the basis of the average of the
high and low prices of the common stock of Golden Telecom, Inc. reported on the
Nasdaq Stock Market on October 16, 2001.

     The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8 (a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the commission, acting pursuant to said Section 8 (a)
may determine.




<PAGE>


                                Explanatory Note

The prospectus, containing information required by Part I of Form S-8 and
related to this Registration Statement on Form S-8 is omitted from this
Registration Statement in accordance with the Note to Part I of Form S-8. The
Prospectus will also be used in connection with the offer and sale of shares of
Golden Telecom, Inc. registered under the Registration Statement on Form S-8
(333-41542)

This Registration Statement includes a reoffer prospectus, prepared in
accordance with the requirements of Form S-3 (the "Reoffer Prospectus"), which
may be used for the offer and sale of securities registered hereunder, and in
accordance with Rule 429 of the Securities Act of 1933, as amended, the offer
and sale of securities registered under the Registration Statement on Form S-8
(333-41542)  by certain officers and directors of Golden Telecom who may be
deemed to be "affiliates" of Golden Telecom, as that term is defined in Rule 405
under the Securities Act of 1933, as amended.



<PAGE>



                                   PROSPECTUS

                              [GOLDEN TELECOM(TM)]

--------------------------------------------------------------------------------


                                  COMMON STOCK
--------------------------------------------------------------------------------


     This prospectus relates to offers and sales by certain of our officers and
directors (also called Selling Stockholders) who may be deemed to be
"affiliates" of Golden Telecom, Inc., as defined in Rule 405 under the
Securities Act of 1933, as amended, of shares of our common stock that have or
may be acquired by such person upon exercise of incentive stock options or
nonqualified stock options granted pursuant to our 1999 Equity Participation
Plan.


     Shares covered by this prospectus may be offered and sold from time to time
by or on behalf of the Selling Stockholders through brokers on the NASDAQ Stock
Market, on the over the counter market, in privately negotiated transactions or
otherwise at the prices prevailing at the time of such sales or at negotiated
prices. No specified brokers or dealers have been designated by the Selling
Stockholders and no agreement has been entered into in respect of brokerage
commissions or for the exclusive or coordinated sale of any securities which may
be offered pursuant to this prospectus, however, Merrill Lynch, Pierce, Fenner &
Smith Incorporated were appointed by the Company as broker for the cashless
exercise of the nonqualified stock options granted pursuant to our 1999 Equity
Participation Plan. The net proceeds to the Selling Stockholders will be the
proceeds received by them upon such sales, less brokerage commissions, if any.
We will pay all expenses of preparing and reproducing this prospectus, but will
not receive any of the proceeds from sales by any of the Selling Stockholders.

     INVESTING IN OUR COMMON STOCK INVOLVES RISKS THAT ARE DESCRIBED IN THE
"RISK FACTORS" SECTION COMMENCING ON PAGE 3 OF THIS PROSPECTUS.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


The date of this prospectus is October 23, 2001


<PAGE>

     YOU MAY RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR CONTAINED
IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE INFORMATION
DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS OR ANY SUPPLEMENT. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR SALE OF THE SHARES OF COMMON STOCK MEANS THAT
INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT AFTER THE DATE OF THIS
PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR SOLICITATION OF AN OFFER
TO BUY THESE SHARES OF COMMON STOCK IN ANY CIRCUMSTANCES UNDER WHICH THE OFFER
OR SOLICITATION IS UNLAWFUL. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS
PROSPECTUS OR ANY SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON
THE FRONT OF THE DOCUMENT.



<PAGE>


                               PROSPECTUS SUMMARY

     This summary contains basic information about this offering. This summary
may not contain all the information that may be important to you. You should
read the entire prospectus, including the section entitled "Risk Factors" and
the documents incorporated by reference herein, before making an investment
decision.

                                BUSINESS OVERVIEW

     The following information is qualified in its entirety by the more detailed
information and financial information appearing elsewhere in or incorporated by
reference into this prospectus.

     We are a leading facilities-based provider of integrated telecommunications
and Internet services to businesses and other high-usage customers and
telecommunications operators in Moscow, Kiev, St. Petersburg and other major
population centers throughout Russia and other countries of the Commonwealth of
Independent States. We organize our operations into the four service groups
below:

     o  Competitive Local Exchange Carrier (CLEC) Services. Using our local
        access overlay networks in Moscow, Kiev and St. Petersburg, we provide a
        range of services including local exchange and access services,
        international and domestic long distance services, data communications,
        Internet access and the design of corporate networks;

     o  Long Distance Services. Using our fiber optic and satellite-based
        network, we provide long distance voice services in Russia;

     o  Data and Internet Services. Using our fiber optic and satellite-based
        networks, including more than 130 combined points of presence in Russia,
        Ukraine and other countries of the Commonwealth of Independent States,
        we provide data and Internet services including: (a) Business to
        Business services, such as data communications, dedicated Internet
        access, web design, web hosting, co-location and data-warehousing: and
        (b) Business to Consumer services, such as dial-up Internet access and
        web content offered through a family of Internet portals; and

    o   Mobile Services. Using our mobile networks in Kiev and Odessa, Ukraine,
        we provide mobile services with value-added features, such as voicemail,
        roaming and messaging services on a subscription and prepaid basis.

    The following table summarizes the four service groups and entities through
which we currently conduct our operations:

    <Table>
    <Caption>
    SERVICE GROUPS                                                           REGION OF OPERATIONS
    --------------                                                           --------------------
<S>                                                                          <C>
     CLEC SERVICES:
     CLEC Services division of TeleRoss..............................        Moscow
     CLEC Services division of Golden Telecom BTS....................        Kiev and Odessa, Ukraine
     Sovintel............................................................    Moscow and St. Petersburg

    LONG DISTANCE SERVICES:
     Long Distance Services division of TeleRoss.....................        Russia
     TeleRoss ventures (branch, wholly-owned and joint ventures).....        14 cities in Russia

    DATA AND INTERNET SERVICES:
     Data and Internet Services division  of TeleRoss................        Russia and the Commonwealth
                                                                             Of Independent States
     Data and Internet Services division  of Golden Telecom BTS......        Ukraine

    MOBILE SERVICES:
     Golden Telecom GSM..............................................        Kiev and Odessa, Ukraine
    </Table>

     We also hold a minority interest in MCT Corp. (MCT), which in turn has
ownership interests in mobile operations located throughout Russia and in
Uzbekistan and Tajikistan. We treat our ownership interest in MCT as an
investment and are not actively involved in the day-to-day management of the
operations.


                                       1
<PAGE>

     Our objective is to be the leading alternative voice, data and Internet
services company in Russia and key markets in the Commonwealth of Independent
States.

     You should consider all the information contained in this prospectus before
making an investment in the common stock. In particular, you should consider the
factors described under "Risk Factors", on page 3 of this Prospectus.

                     INFORMATION WE INCORPORATE BY REFERENCE

     The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and the information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any further filings made
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 until all of the securities are sold or until we terminate this
offering:

         (1)    Annual Report on Form 10-K for the year ended December 31, 2000
                filed on March 16, 2001, as amended on April 27, 2001;

         (2)    Current Report on Form 8-K filed on April 3, 2001;

         (3)    Post Effective Amendment No. 1 on Form S-3 to Registration
                Statement on Form S-1 filed on April 27, 2001;

         (4)    Quarterly Report on Form 10-Q filed on May 9, 2001;

         (5)    Current Report on Form 8-K filed on May 11, 2001;

         (6)    Proxy Statement on Form 14A filed on May 23, 2001;

         (7)    Current Report on Form 8-K filed on May 24, 2001;

         (8)    Current Report on Form 8-K filed on July 11, 2001;

         (9)    Current Report on Form 8-K filed on July 26, 2001; and

        (10)    Quarterly Report on Form 10-Q filed on August 8, 2001.

     We also incorporate by reference the description of the common stock of the
Company contained in the Company's Registration Statement dated April 27, 2001
(File No. 333-39260).

     You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:

         Golden Telecom, Inc.
         4400 MacArthur Boulevard, Suite 200
         Washington, D.C. 20007
         Attention: Julia Marx
         Telephone: (202) 332-5997

     You should rely on the information incorporated by reference or provided in
this prospectus. We have not authorized anyone else to provide you with
different information.

                       WHERE YOU CAN FIND MORE INFORMATION

     We have filed with the SEC a Registration Statement (together with all
amendments and exhibits thereto, the "Registration Statement") under the
Securities Act with respect to the shares of common stock being offered by this
prospectus. This prospectus does not include all the information set forth in
the Registration Statement, and you should refer to the Registration Statement
for further information with respect to our company.


                                       2
<PAGE>

     We are subject to the informational requirements of the Securities Exchange
Act of 1934 and in accordance therewith file periodic reports, proxy and
information statements, and other information with the SEC. The Registration
Statement and all of these reports, proxy and information statements, and other
information filed by us with the SEC may be inspected and copied at the Public
Reference Room maintained at the SEC at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the regional offices of the SEC
located at 7 World Trade Center, 13th Floor, New York, New York 10048 and 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2551. You may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. Copies of these materials may be obtained by mail from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. The SEC also maintains a web site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding registrants, such as Golden Telecom, Inc. that
file electronically with the SEC.

                                  RISK FACTORS

     You should carefully consider the following risks relating to us as well as
other information contained in this prospectus before deciding to invest in
shares of our common stock. Our business, financial condition or results of
operations have been, and could be, materially adversely affected by the
following risks. The value of your investment may decrease and could result in a
loss.

           RISKS ASSOCIATED WITH DOING BUSINESS IN RUSSIA, UKRAINE AND
            OTHER COUNTRIES OF THE COMMONWEALTH OF INDEPENDENT STATES

     We generate substantially all our revenues from operations in Russia,
Ukraine and other countries of the Commonwealth of Independent States. All
companies operating in the Commonwealth of Independent States, including our
company, face significant political, economic, regulatory, legal and tax risks,
as described below.

CONTINUING POLITICAL INSTABILITY IN THE COUNTRIES IN WHICH WE OPERATE COULD
DEPRESS FOREIGN AND LOCAL INVESTMENT AND SPENDING, WHICH COULD ADVERSELY AFFECT
OUR RESULTS OF OPERATIONS

     Since the dissolution of the Soviet Union in December 1991, Russia, Ukraine
and the other countries in which we operate have, to varying degrees, been
undergoing significant political and economic transformation, the result of
which is a generally unstable political climate characterized by frequent
changes in governments, political gridlock in the legislative process,
widespread corruption among government officials and a significant rise in
organized crime and other criminal activity.

     This political and economic instability in Russia, Ukraine and the other
countries where we operate could disrupt the direction and the pace of economic
development. Such a disruption could discourage foreign and local investment and
spending, in which case demand for our services could decrease and our results
of operations could deteriorate. If this were to occur, then the market price of
our stock could decrease.

RECENT TERRORIST ACTIVITY IN THE UNITED STATES AND THE MILITARY SITUATION IN
AFGHANISTAN MAY AFFECT THE RUSSIAN POLITICAL AND ECONOMIC SITUATION AND DEMAND
FOR OUR SERVICES

The September 11, 2001 terrorist attacks in the United States caused widespread
worldwide economic disruption and uncertainty, threatening recession in many
countries. If major national economies experience economic recession, there
could be negative spillover effects on the Russian economy. Recent military
action in Afghanistan could spread to countries of Central Asia that share
commons borders with the Russian Federation or to other countries, such as Iraq
and Syria, that are traditional allies of Russia. Such events could lead to
increased Russian nationalism that could negatively impact Russian attitudes to
foreign direct investment and to business relationships with suppliers like
ourselves. These factors could lead to decreased demand for our services.
Russia's public support of the military action in Afghanistan could cause Russia
to become a target of terrorist actions. If widespread terrorist acts are
committed in Russia and other markets where we operate, our operations and
financial results could be adversely effected. Further, the terrorist attacks,
military action and threats of future terrorist actions have created volatility
on world stock markets. If such volatility continues, it could negatively affect
our share price.

THE LACK OF CLEAR JURISDICTIONAL BOUNDARIES BETWEEN CENTRAL, REGIONAL, AND LOCAL
AUTHORITIES IN RUSSIA CREATES A VOLATILE OPERATING ENVIRONMENT


                                       3
<PAGE>

     The relatively new constitutional system adopted by Russia in 1993 does not
specifically delineate jurisdictional divisions between central, regional and
local authorities and during the past several years, regional and local
authorities have acquired a measure of autonomy. Since assuming power, President
Putin has attempted to reassert central control over Russia's numerous and
diverse regions. To the extent that regional and local authorities resist any
realignment of power, President Putin's assertion of central authority may lead
to tensions or even destabilizing conflict between federal authorities in Moscow
and powerful political and financial figures in the regions. In this
environment, businesses that operate in Russia's regions are subject to
sometimes inconsistent and conflicting demands from central, regional and local
authorities, especially in areas concerning state revenue collection. Further,
local and regional interpretation of regulations governing the
telecommunications industry may conflict with federal interpretation of the same
regulations. The lack of clearly delineated jurisdictional boundaries creates an
uncertain and volatile operating environment in which it can be very difficult
to implement a consistent operational strategy.

POLITICAL AND ECONOMIC INSTABILITY IN RUSSIA AND UKRAINE COULD CONTINUE TO
ADVERSELY AFFECT THE DEMAND FOR OUR SERVICES AND OUR ABILITY TO COLLECT ON OUR
INVOICES

     After August 1998, the Russian and Ukrainian economies entered into an
economic downturn that was exacerbated by political instability. Although the
political situation in Russia has recently stabilized, any continued instability
or lack of economic growth in the countries in which we operate could mean that
demand for our services will remain depressed. The failure and subsequent
stagnation of the Russian and Ukrainian economies in 1998 weakened the financial
condition and the results of operations of many of our customers. As a result,
some of these customers were unable to pay our invoices or maintain their
telecommunication services, and our revenues suffered accordingly.

     Demand for our services has recovered since the August 1998 Russian
financial crisis and recent trends indicate that we have surpassed pre-crisis
traffic levels for some of our services, however, the demand for our services
could again become depressed if the Russian and Ukrainian political and economic
situations deteriorate to a degree that may precipitate the reoccurrence of
financial crises.

THE RUSSIAN MONETARY AND CURRENCY CONTROL SYSTEM COULD ADVERSELY AFFECT OUR
ABILITY TO CONVERT RUBLES TO HARD CURRENCY AND MANAGE CASH FLOWS

     The Russian government's default on its obligations to make payments on its
internal debt in August 1998 triggered a substantial decline in the value of the
ruble and the bankruptcy of a number of prominent Russian banks and businesses.
As a result, the value of the ruble against the US dollar fell significantly,
and this decline has negatively affected, and continues to affect, our financial
performance. Our consolidated and non-consolidated entities recorded an
aggregate $13.1 million pre-tax charge in the third quarter of 1998, $5.3
million in fiscal year 1999, $2.0 million in fiscal year 2000, and $0.5 million
in the first half of 2001. These charges related primarily to foreign currency
exchange losses for ruble-denominated net monetary assets. Continued decline in
the value of the ruble would negatively affect our results of operations and
could require us to record another significant pre-tax charge.

     The ruble is generally non-convertible outside Russia, so our ability to
hedge against further devaluation by converting to other currencies is
significantly limited. Within Russia, our ability to convert rubles into other
currencies is subject to rules that restrict the purposes for which conversion
and payment in foreign currencies are allowed. Another default on Russia's
sovereign debt could lead to greater protectionism and stricter controls on
currency conversion.

     We manage intercompany liquidity through a cash-collateralized debt
facility offered through a Western bank operating under a Russian banking
license. If we lose access to this facility or a similar hard currency facility,
our ability to manage our liquidity position and foreign exchange risk may
suffer.

FLUCTUATIONS IN THE GLOBAL ECONOMY MAY ADVERSELY EFFECT RUSSIA'S ECONOMY AND OUR
BUSINESS

     Russia's economy is vulnerable to market downturns, volatile currency
fluctuations and economic recessions in other parts of the world. As has
happened in the past, financial problems or an increase in the perceived risks
associated with investing in emerging economies could dampen foreign investment
in Russia and adversely effect the Russian economy. Additionally, because Russia
produces and exports large amounts of commodities in the world market for hard
currency, the Russian economy is especially vulnerable to world oil prices and
other commodity prices and a steep decline in world commodity prices could
disrupt the Russian economy or cause significant state budgetary shortfalls.
Further, certain economic indicators suggest that certain large economies are on
the edge of, or are in the midst of economic recession. These developments could
severely limit our access to capital and could


                                       4
<PAGE>

adversely affect the purchasing power of our customer base. A dramatic decline
in world oil prices could cause severe budgetary shortfalls leading to increased
social and political instability.

REORGANIZATION OF THE RUSSIAN TELECOMMUNICATIONS INDUSTRY MAY INCREASE
COMPETITION

     The Russian government has structured the telecommunications industry so
that one entity, Svyazinvest, controls Rostelecom, our partner in Sovintel, and
most of our other principal wire-line joint venture partners. During the last
several quarters the Russian business press has reported that Rostelecom may be
merged with Svyazinvest. This reorganization could make it more difficult for us
to attract and retain customers because our business relationships with our
joint venture partners, which make up a major component of our business strategy
in Russia, may suffer.

REORGANIZATIONS IN THE UKRAINIAN TELECOMMUNICATIONS SECTOR MAY HAVE STRENGTHENED
THE POSITION OF THE MONOPOLY INCUMBENT AND ENCOURAGED UNFAIR COMPETITION

     In preparation for a large-scale privatization of the telecommunications
industry, the Ukrainian government has reorganized the state telecommunications
sector so that Ukrtelekom, the state telecommunications operator, holds all the
government's interests in the telecommunications industry. The ownership of
Ukrtlecom has been transferred from the State Property Fund to the State
Committee for Communications (effectively the Ministry of Communications). Thus,
the committee responsible for regulating telecommunications in Ukraine now owns
and theoretically regulates the incumbent monopoly. Furthermore, the Ukrainian
government has reached an agreement with the foreign partners of Utel, its joint
venture that provides international and domestic long distance services, to buy
out their interests in the company. When the buyout is completed, it is expected
that Utel will merge with Ukrtelekom.

     The emergence of a single self-regulating Ukrainian telecommunications
monopoly has made it more difficult for us to attract and retain customers
because:

    o   We have no effective recourse against the state monopoly carrier since
        the state regulator controls and manages the monopoly carrier and the
        judiciary system is currently non-functional;

    o   A single Ukrainian self-regulating monopoly is able to create favorable
        market conditions for itself and cause unfavorable conditions for us;

    o   The new company may become a stronger competitor;

    o   Our ability to negotiate reasonable interconnection rates may suffer;
        and

    o   Any subsequent privatization of Ukrtelekom may bring in strong
        management and resources from a major telecommunications operator,
        increasing its competitive strengths.

RUSSIAN AND UKRAINIAN TELECOMMUNICATIONS POLICIES COULD RESTRICT OUR OPERATIONS

     Russian and Ukrainian telecommunications regulations govern the procurement
and continuing validity of our licenses and the terms and conditions under which
we provide services. Adverse changes to these regulations may make it
prohibitively expensive for us to provide services or otherwise frustrate the
implementation of our business plans causing a material adverse effect on our
results of operations.

     Russia's parliament recently adopted legislation which could restrict
foreign ownership of telecommunications operators if necessary to protect the
social order and national security. In addition, the Minister of Communications
has publicly stated that he will review the efficacy of wholly owned foreign
subsidiaries operating in the telecommunications industry. Similarly, the
president of Ukraine recently issued an edict drafted by the Ukrainian National
Security and Defense Board that introduces additional regulations in the
telecommunications industry in Ukraine. Any change to current government
regulations or policies that negatively affects our ownership structure, our
licenses or our ability to obtain licenses in the future would restrict our
operations in Russia and Ukraine.


                                       5
<PAGE>

     It may be difficult and prohibitively expensive for us to comply with
applicable Russian telecommunications regulations related to state surveillance
of communications traffic. For example, the Russian Communications Law provides
that telecommunications in Russia are confidential and may only be intercepted
by a court order. Nevertheless, we are subject to SORM, the Russian acronym for
the surveillance system operated partly by the government agency responsible for
electronic surveillance. Regulations applicable to SORM require
telecommunications networks to enable state monitoring of electronic traffic.
Full compliance with SORM to monitor voice and data traffic may be overly
burdensome and expensive. Noncompliance with SORM may lead to the administration
of fines, penalties, or the revocation of our operating licenses. Further, some
customers may decline to utilize the services of a telecommunications provider
whose networks are fully SORM compliant.

     Ukrainian regulatory authorities have established mandatory tariff
guidelines for fixed operator services. The national carrier, Ukrtelekom and its
joint venture, Utel, charge settlement fees in excess of the mandatory
guidelines. In addition, the mandatory guidelines set tariffs in local currency
units and the guidelines do not adjust to reflect the creeping devaluation of
the local currency. Consequently, our pricing structure in Golden Telecom BTS
may, from time to time, exceed the limits established in the mandatory
guidelines. Any enforcement action undertaken in regard to the pricing
guidelines by Ukrainian authority could result in fines or in the suspension or
revocation of our Ukrainian licenses.

     Until August 2000, Ukrainian legislation prohibited the establishment and
operation of telecommunications ventures in which foreign investors own more
than 49%. We do not believe that this prohibition extended to indirect
investment by a foreign entity through a wholly owned Ukrainian subsidiary. Our
investments in Golden Telecom (Ukraine) are made both directly through a foreign
company and indirectly through a wholly owned Ukrainian subsidiary. This direct
and indirect investment in Golden Telecom (Ukraine) totals 69%. Golden Telecom
(Ukraine), in turn, recently acquired 99% of Sovam Teleport Ukraine. If
Ukrainian authorities determine that the prohibition against foreign
participation extended to indirect holdings, we would have been in violation of
this legislation. Similarly, if Ukrainian authorities re-instate the prohibitive
legislation against foreign ownership of telecommunications ventures, we could
be found to be in violation of the prohibition. The consequences of any
historical or future violations are unpredictable and may include fines, license
suspension or revocation, or an order to divest a portion of our holdings.

OUR OPERATING LICENSES MAY NOT AUTHORIZE US TO PROVIDE ALL OF THE SERVICES THAT
WE OFFER

     The licensing and regulatory regime in Russia, Ukraine, and the markets in
which we operate frequently do not keep pace with the technological advances in
the telecommunications industry. Thus there exists a great deal of ambiguity in
regard to the interpretation of licenses and the application of rules and
regulations in regard to new services enabled by technological developments in
telecommunications infrastructure and software. Although our operating companies
possess a wide range of licenses issued by the Russian and Ukrainian ministries
of communications, it is possible that the technical means by which we deliver
some of our service offerings, or the service offerings themselves, may be
subject to licensing requirements or restrictions and that our existing licenses
do not satisfy these requirements or that we are in violation of these
restrictions. In the event that regulatory authorities determine that we are
offering services without the requisite license or that we are delivering
services in violation of our existing licenses, one or more of our operating
licenses could be suspended or revoked or we could be subject to fines and
penalties. The suspension, limitation in scope or revocation of a significant
license or the levying of substantial fines could cause deterioration in our
financial results.

RUSSIAN ANTI-TRUST POLICIES MAY LIMIT OUR ABILITY TO EXPAND OUR BUSINESSES AND
TO ESTABLISH MARKET RATES FOR OUR SERVICE OFFERINGS

     Recently the Russian Ministry for Anti-Monopoly Policy (MAP), the state
agency responsible for establishing and enforcing the state's anti-trust
policies, adopted a policy position whereby each licensed telecommunications
operator, including our operating companies, may be classified as a
"monopolist." The policy has been challenged in the Russian court system and
declared to be without effect, but in the event that the MAP policy is
nevertheless successfully enforced, our operating companies may be subject to
increased state regulation, including the regulation of our pricing structures.
Since our product offerings are frequently priced at a premium in comparison
with the state-owned incumbent offerings, it is possible that we could be
required to reduce our tariffs. Any state imposed re-pricing of our product
offerings could result in a deterioration of our financial results and decreased
operating profits. Similarly, if our operating companies in Russia are
classified as monopolists, our merger and acquisition activities will be
subjected to increased scrutiny and MAP may prohibit any mergers or acquisitions
proposed by the operating companies. Any such prohibitions will frustrate our
ability to implement our growth strategy and to combine our operations to
achieve cost and other synergies, which could lead to a decrease in the value of
our common stock.


                                       6
<PAGE>

SPECIAL FEES AND TAXES LEVIED AGAINST TELECOMMUNICATIONS OPERATORS COULD
ADVERSELY AFFECT OUR RESULTS OF OPERATIONS

     In May 1999, the Cabinet of Ministers of Ukraine passed a resolution that
would, if it had been enforced, have effectively increased our monthly frequency
use fees from $25,000 per month to $250,000 per month. However, this resolution
was suspended prior to implementation. Still, from time to time, Ukrainian
government officials seek to offset budgetary shortfalls by increasing levies
extracted from the cellular phone industry. For example, in 1999 the Ukrainian
parliament passed legislation introducing a 6% "pension tax" on cellular calls.
This cost is passed along to our Ukrainian customers and may affect the ability
of some of our customers to subscribe to our services. The enactment of other
similar industry-specific legislation may have a material adverse effect on
demand for our services and on our results of operations. Similarly, the results
of our operations could deteriorate if the government introduces any new
frequency fees substantially in excess of the amounts previously budgeted for
frequency fees.

THE PRESENCE OF AND THE FIGHT AGAINST ORGANIZED CRIME MAY ADVERSELY AFFECT OUR
OPERATIONS

     When customers fail to make full payment for services rendered after
several requests for payment, it is our policy to terminate their services until
full payment is received. We believe that some of these customers, particularly
those with links to organized crime, may physically endanger our employees or
damage our properties, especially those in remote regions where police
protection may be limited. As long as organized crime in Russia and Ukraine
remains pervasive, we believe that our employees may be subjected to threats of
violence, our property may be damaged, and we may be subject to threats of
extortion.

     Further, growing social and political pressure for the government to
eliminate corruption and organized crime could precipitate extraordinary
government security measures that could increase our costs, lead to more
restrictive and comprehensive government regulatory oversight of our businesses
and otherwise adversely affect our operations.

RUSSIAN AND UKRAINIAN LEGISLATION MAY NOT ADEQUATELY PROTECT AGAINST
EXPROPRIATION AND NATIONALIZATION

     The governments of Russia and Ukraine have enacted legislation to protect
foreign investment and other property against expropriation and nationalization.
In the event that our property is expropriated or nationalized, legislation
provides for fair compensation. However, we cannot assure you that such
protections would be enforced. This uncertainty is due to several factors,
including:

     o  the lack of state budgetary resources;

     o  the lack of an independent judiciary and sufficient mechanisms to
        enforce judgments; and

     o  widespread corruption among government officials.

     Expropriation or nationalization of our business would obviously be
detrimental to our operations.

BROAD DISCRETION OF RUSSIAN AND UKRAINIAN REGULATORS RESULTS IN INCONSISTENT
LEGISLATION AND UNPREDICTABLE ENFORCEMENT

     The dispersion of regulatory powers among a number of government agencies
in Russia and Ukraine has resulted in inconsistent or contradictory regulations
and unpredictable enforcement. This situation has made it difficult for us to
comply with all laws and regulations that appear to apply to us and has resulted
in unpredictable regulatory enforcement. For example, pursuant to the Russian
Communications Law, Minsvyaz, the Ministry of Communications, has authority to
regulate and control the development of the communications industry in Russia.
However, there is additional legislation that recognizes and defines the roles
of other regulatory organs and jurisdictional boundaries are unclear.

     The Russian Communications Law requires any entity that offers any
communications service to obtain the appropriate license in accordance with the
Communications Law and other applicable licensing regulations. A similar
licensing regime exists in Ukraine. However, neither the Communications Law nor
applicable regulations in Russia or Ukraine provide clear guidelines for the
issuance or extension of a license, and state agencies exercise broad discretion
when determining whether to approve a license application, as well as the terms
and conditions of any license. Similarly, our licenses may not be renewed on the
same terms and conditions as preexisting licenses. Such broad discretion in the
issuance of licenses may result in arbitrary decision making and may also give
rise to opportunities for corruption.

     The Ukrainian regulatory agency requires that the terms of international
licenses include provisions requiring licensees to pay unspecified annual
amounts into local network development. The required amount of investment has
yet to be defined but may be


                                       7
<PAGE>

substantial, and we cannot predict whether failure to comply will lead to the
revocation of our license or whether the financial burden associated with
compliance may be so burdensome as to cause a deterioration in our financial
results.

WE MAY BE UNABLE TO ENFORCE OUR RIGHTS DUE TO CONFUSION IN THE LAWS AND LEGAL
STRUCTURES OF THE COUNTRIES WHERE WE OPERATE

     The current confusion with the Russian and CIS legal structure makes it
difficult to know if we would be able to enforce our rights in disputes with our
joint venture partners or other parties, or if we are in compliance with all
applicable laws, rules and regulations. Furthermore, the dispersion of
regulatory power among a number of government agencies in Russia and the other
independent countries of the CIS has resulted in inconsistent or contradictory
regulations and unpredictable enforcement. The Russian and other CIS governments
have rapidly introduced laws and regulations and have changed their legal
structures in an effort to make their economies more market-oriented, resulting
in considerable legal confusion, especially in areas of the law that directly
affect our operations. We cannot assure you that local laws and regulations will
become stable in the future. Our ability to provide services in Russia and the
other independent countries of the CIS could be adversely affected by
difficulties in protecting and enforcing our rights and by future changes to
local laws and regulations.

OUR RUSSIAN AND UKRAINIAN TAX BURDENS MAY BE SIGNIFICANTLY GREATER THAN
CURRENTLY ANTICIPATED

Russia

     It is possible that our Russian taxes may be greater than the estimated
amount that we have expensed to date and paid or accrued on our balance sheets.
Because of the need for additional sources of budgetary finance, Russian tax
authorities are often arbitrary and aggressive in their interpretation of tax
laws and their many ambiguities, as well as in their enforcement and collection
activities. Foreign companies are often forced to negotiate their tax bills with
tax inspectors who demand higher taxes than applicable law appears to provide.
Any additional tax liability, as well as any unforeseen changes in the tax law,
could have a material adverse effect on our future results of operations or cash
flows in a particular period. Under Russian accounting and tax norms, financial
statements of Russian companies are not consolidated for tax purposes. As a
result, each Russian-registered entity in our group pays its own Russian taxes
and we cannot offset the profits or losses in any single entity against the
profits and losses in any other entity. Our overall effective tax rates may
increase or our financial results may worsen as we expand our operations and if
we are unable to implement an effective corporate structure that minimizes the
effect of these accounting and tax norms.

Ukraine

     Like the situation in Russia, Ukrainian tax law is unpredictable and tax
authorities are often arbitrary and aggressive in their interpretation of tax
laws and their many ambiguities, as well as in their enforcement and collection
activities. The constitution prohibits retroactive legislation, and the tax code
requires new tax laws to be adopted no later than six months prior to the
beginning of the next fiscal year. Nevertheless, sudden shifts in tax law and
policy and retroactive legislation are common. For example, we are currently
allowed to deduct losses in hryvna, the Ukrainian currency, on hard currency
borrowings. This allowance resulted in a significant tax benefit in 1998. Recent
decisions by the tax authorities, however, make it unclear as to whether this
tax benefit will continue to be available. If this tax benefit is removed, we
will be subject to significantly higher tax liability in the event of the
continued devaluation of the hryvna.

THE IMPLEMENTATION OF RUSSIA'S NEW TAX CODE MAY INCREASE OUR EFFECTIVE TAX
BURDEN AND ADVERSELY AFFECT OUR RESULTS OF OPERATIONS

     Russia introduced the first part of its new Tax Code in 1999. The second
part of the new Tax Code initially entered into effect as of January 1, 2001
with additional provisions coming into effect as of January 1, 2002. We cannot
assure you that the new Tax Code will not result in a greater tax burden for our
Russian operations or that our tax planning to date will not be frustrated by
provisions of the new code, either of which could cause a material adverse
effect in our operating results and cash flows.

     Tax authorities are beginning to implement the new code but during the
transition period and until appropriate regulations consistent with the new code
are promulgated, there is likely to be a period of confusion and ambiguity as
tax inspectors and taxpayers become acquainted with the new code and the
regulations that will guide its implementation and interpretation. Aggressive
tax collectors may exploit any ambiguities in an attempt to collect additional
tax revenue. In addition, as Russian tax legislation becomes increasingly
sophisticated and as issues connected with capital flight remain unresolved,
state bodies may introduce new legislation designed to minimize tax-avoidance
schemes, such as transfer pricing, that have been abused in the past by
Russian-registered companies. Additionally, Russian legislators may attempt to
collect revenue generated from outside of Russia, but with a strong nexus


                                       8
<PAGE>

to Russian nationals or Russian-registered entities, by introducing into the Tax
Code concepts such as "controlled foreign company." As a result of these
measures, our tax burden could increase and our financial results may suffer.

WE MAY BE AT A COMPETITIVE DISADVANTAGE BECAUSE OF RESTRICTIONS IN THE FOREIGN
CORRUPT PRACTICES ACT

     It is widely reported that Russia, Ukraine, and the other markets where we
operate are plagued with widespread corruption and criminal activity. It is
alleged that high levels of corruption exist among governmental officials and
among quasi-commercial enterprises in which the state has an ownership interest.
Commercial bribery is likewise believed to be widespread.

     The anti-bribery restrictions of the US Foreign Corrupt Practices Act make
it illegal for us to give anything of value to foreign officials in order to
obtain or retain any business or other advantage. Some of our current and
potential competitors are not subject to these anti-bribery restrictions. As a
result, we may be subject to competitive disadvantages to the extent that our
competitors are able to secure business, licenses or other preferential
treatment by making payments to corrupt government officials or commercial
purchasing agents. We believe that bribery is commonplace in Russia and the
other countries of the Commonwealth of Independent States where we operate, and
we cannot ensure that we will be able to compete effectively with companies that
are free from such limitations.

                       RISKS ASSOCIATED WITH OUR BUSINESS

WE ARE IN A HIGHLY COMPETITIVE INDUSTRY AND OUR COMPETITORS MAY BE MORE
SUCCESSFUL IN ATTRACTING AND RETAINING CUSTOMERS

     The market for our products and services is highly competitive and we
expect that competition, especially in underdeveloped markets, will continue to
intensify. As we expand the scope of our offerings, we will compete directly
with a greater number of competitors providing business services in the same
markets. Negative competitive developments could have a material adverse effect
on our business and the trading price of our stock.

     Specifically, in our Internet business, a large number of web sites and
online services as well as high-traffic e-commerce merchants offer or are
expected to offer informational and community features that are or may be
competitive with the services that we offer. In order to effectively compete, we
may need to expend significant internal resources or acquire other technologies
and companies to provide or enhance such capabilities. Any of these efforts
could have a material adverse effect on our business, operating results and
financial condition and be dilutive to our stockholders.

MARKET CHANGE MAY IMPACT OUR ABILITY TO SUSTAIN GROWTH LEVELS

     Because of the uncertain nature of the rapidly changing market for Internet
products and services we offer, period-to-period comparisons of operating
results are not likely to be meaningful. In particular, although we experienced
strong subscriber growth during 1999 and 2000 in our dial-up Internet access
business, we are not certain that this level of subscriber growth on a
percentage basis will be sustained in future periods. In addition, we currently
expect that our operating expenses will continue to increase significantly as we
expand our sales and marketing operations, continue to develop and extend the
Russia-On-Line brand, fund greater levels of product development, develop and
commercialize additional media properties, and acquire complementary businesses
and technologies. If we are unable to achieve long-term revenue growth in the
Internet market, our financial results will be adversely affected.

OUR NETWORK MAY NOT BE ABLE TO SUPPORT THE GROWING DEMANDS OF OUR CUSTOMERS

     The uninterrupted operation of our network is vital to our success. The
stability of our systems depends on our ability to provide sufficient capacity
to meet the needs of our customers, and that, in turn, depends on the
integration of suitable technology into our networks. As we continue to increase
both the capacity and the reach of our network, and as traffic volume continues
to increase, we will face increasing demands and challenges in managing our
circuit capacity and traffic management systems. Any prolonged failure of our
communications network or other systems or hardware that causes significant
interruptions to our operations could seriously damage our reputation and result
in customer attrition and financial losses.

     It is possible that the current economic difficulties and historical
circumstances in Russia may create difficulties in maintaining our network. We
rely to a significant degree on the Russian network being able to deliver our
services, and the Russian network's underdevelopment may hinder our ability to
obtain sufficient capacity for our traffic volumes, especially as we expand our
Internet access business. Moreover, it is increasingly difficult to expand
within Moscow because the existing Russian network does not have


                                       9
<PAGE>

sufficient capacity, and we may be unable to procure enough telephone numbers
and connection lines for our customers utilizing dial-up Internet access
services. These factors may have a material adverse effect on our expansion
plans and our ability to provide services to new customers.

     In addition, the telecommunications industry is subject to rapid and
significant changes in technology. We cannot predict the effect of technological
changes on our business, even though our operations depend on our ability to
integrate new and emerging technologies successfully.

WE MAY HAVE DIFFICULTY SCALING AND ADAPTING OUR EXISTING ARCHITECTURE TO
ACCOMMODATE INCREASED TRAFFIC AND TECHNOLOGY ADVANCES

     Much of the telecommunication network architecture that we employ and the
architecture of local public networks were not originally designed to
accommodate levels or types of use that we hope to experience on our online
properties and it is unclear whether current or future anticipated levels of
traffic will result in delays or interruptions in our service. In the future, we
may be required to make significant changes to our architecture, including
moving to a completely new architecture, or we may be required to invest in
upgrades to the local public networks. If we are required to switch
architectures, we may incur substantial costs and experience delays or
interruptions in our service. If we experience delays or interruptions in our
service due to inadequacies in our current architecture or as a result of a
change in architectures, users may become dissatisfied with our service and move
to competing providers of online services. Any loss of traffic, increased costs,
inefficiencies or failures to adapt to new technologies and the associated
adjustments to our architecture would have a material adverse effect on our
business.

WE RELY ON A SMALL NUMBER OF MAJOR CUSTOMERS FOR A SUBSTANTIAL PORTION OF OUR
REVENUES

     Revenues from our five largest customers represented approximately 30% of
our revenue for the six months ended June 30, 2001, 32% of our revenue for the
year ended December 31, 2000 and approximately 37% of our consolidated revenues
for the year ended December 31, 1999. Accordingly, the loss of business from any
of our key customers, or a reduction in tariffs charged to these customers could
have a material adverse effect on our financial condition and results of
operations.

     Vimpelcom, a Moscow cellular provider and our largest customer, has its
prices regularly reviewed in the light of market conditions, which generally
leads to a reduction in the fees paid to the CLEC Services division of TeleRoss.
Revenues from Vimpelcom and its affiliates represented approximately 14% of our
revenue for the six months ended June 30, 2001, 16% of our consolidated revenues
for the year ended December 31, 2000 and approximately 21% of our consolidated
revenues for the year ended December 31, 1999. We agreed to reductions in
Vimpelcom's fees through 1999 and 2000 and we may agree to further reductions in
the future. Further negotiations may lead to a significant additional reduction
in payments by Vimpelcom and may have a material adverse effect on our
consolidated revenues. In addition, although we are currently unaware of any
plans on the part of our key customers to move their business to other carriers,
we cannot assure you that they will not reduce their reliance on us by
developing relationships with other service providers.

FALLING PRICES FOR OUR SERVICES MAY LEAD TO A DECLINE IN REVENUES

     Prices for international and domestic long distance calls, as well as
Internet access and wireless services, have fallen substantially over the last
few years in most of our current and potential markets. We expect that the
prices for our services will continue to decrease for the foreseeable future as
competitive pressures increase. These reductions are attributable, in part, to
increased competition and the creeping devaluation of the currencies in the
markets where we operate. Unlike us, most local carriers do not link their
prices to the dollar exchange rate, so as the local currency devalues, their
prices become relatively cheaper than our prices. In order to compete with these
local operators, we expect that we will continue to lower our tariffs, which may
result in declining margins.

WE ARE BUILDING VALUE INTO THE RUSSIA-ON-LINE BRAND AND THE COSTS OF MAINTAINING
AND ENHANCING OUR BRAND AWARENESS ARE INCREASING

     We believe that maintaining and expanding the Russia-On-Line brand is an
important aspect of our efforts to attract and expand our user and advertiser
base. We also believe that the importance of brand recognition will increase due
to the growing number of Internet sites and the relatively low barriers to
entry. We expect to spend considerable money and resources on the establishment
and maintenance of the Russia-On-Line brand. However, because the number of
Internet navigation, commerce, community and service companies continues to grow
dramatically, we expect that it will become increasingly difficult and, due to
increased competition,


                                       10
<PAGE>

expensive, to obtain quality television, radio, magazine, Internet and other
advertising space. We may not be able to successfully maintain or enhance
consumer awareness of our brand and, even if we are successful in our branding
efforts, such efforts may not be cost-effective. If we are unable to maintain or
enhance consumer awareness of the Russia-On-Line brand in a cost-effective
manner, our business, operating results and financial condition would be
materially and adversely affected.

WE MAY BE SUBJECT TO LEGAL LIABILITY FOR OUR ONLINE SERVICES

     We host a wide variety of services that enable individuals to exchange
information, generate content and engage in various online activities. The law
in the jurisdictions in which we operate and in most other jurisdictions
relating to the liability of providers of these online services for activities
of their users is currently unsettled. Claims in some jurisdictions have been
threatened and brought against service providers for defamation, negligence,
copyright or trademark infringement, unlawful activity, and tort. Due to the
unsettled nature of the law in this area, we may be subject to these and other
actions in the jurisdictions in which we conduct our business. Our defense of
any such actions could be costly and could distract our management and other
resources.

OUR DEPENDENCE ON THIRD PARTY CONTENT PROVIDERS SUBJECTS US TO RISKS

     Our future success depends upon our ability to aggregate compelling content
and deliver that content through our online properties. Much of the content that
attracts users to the Russia-On-Line properties is licensed from third parties.
Our ability to maintain and build relationships with third-party content
providers will be critical to our success. We may be unable to enter into or
preserve relationships with the third parties whose content we seek to obtain.
In addition, as competition for compelling content increases, content providers
may increase the prices at which they offer their content. An increase in the
prices charged to us by third-party content providers could have a material
adverse effect on our business, operating results and financial condition.

     When we acquire content from third parties we are frequently unable to
ensure that these third parties have the exclusive rights to this content and
possess full right to provide this content to us on the terms and conditions to
which we have agreed. Other parties may have legal rights to the content that is
provided to us and may seek additional payment from us for this content. Other
parties may seek to prevent us from utilizing this content or may initiate
litigation to recover perceived financial losses arising from the use of this
content. If we are unable to license or acquire compelling content for our
online properties from third parties, due to the termination of existing
relationships or the inability to continue to establish relationships with third
party content providers, or if other companies are able to broadcast content
that is similar to or the same as that provided by us, the number of users on
our online properties may not grow at all or at a slower rate than anticipated,
which would decrease our revenue.

RUSSIAN MEDIA PROPERTIES AND THE CONTENT OF OUR INTERNET PORTALS MAY BE SUBJECT
TO INCREASED EDITORIAL SCRUTINY BY GOVERNMENTAL AUTHORITIES

     It has been widely reported in the international press that the Russian
government is increasingly exercising direct and indirect control over media
properties and the editorial content of news providers. There has been
speculation in the same press that media properties that are critical or
non-supportive of governmental policies or initiatives may be subject to
increased governmental scrutiny or harassment. It has been reported that the
Russian government is actively involved in the current ownership and shareholder
dispute involving a leading independent television station and its affiliated
media properties. This dispute may result in the transfer of ownership in or
expropriation of these media properties.

     A wide range of topical news is available on our Internet portals. Third
party writers and organizations provide the vast majority of this news. It is
our expectation that these Internet portals will continue to generate
advertising revenue and support our Internet access business. If governmental
authorities determine that the editorial views expressed in the content on our
Internet portals is detrimental to or inconsistent with the interests of the
state, our operating licenses could be suspended or revoked, we could be
subjected to fines or other penalties or we could otherwise be required to cease
the operations of our media and other properties. If governmental authorities
determined that foreign ownership of media properties is detrimental to the
interests of the state, we could be required to divest these properties or we
could be denied the licenses or permits necessary to operate these properties.
Any undue governmental intrusion into the operations of our media properties
could frustrate our ability to implement our business strategy and could cause
our financial results to deteriorate.


                                       11
<PAGE>

WE MUST MANAGE OUR GROWTH, INCLUDING THE INTEGRATION OF RECENTLY ACQUIRED
COMPANIES, SUCCESSFULLY IN ORDER TO ACHIEVE OUR DESIRED RESULTS

     We have experienced significant growth in personnel in the short and medium
term as the result of acquisitions and expect such growth to continue. As the
number of our employees grows, it will become increasingly difficult and more
costly to manage our personnel. As part of our business strategy, we have
completed several acquisitions, including our recent acquisitions of Glasnet,
Nevalink, Fintek, KIS, Referat.ru, Absolute Games, InfoArt, the Agama family of
assets, and the Cityline group of companies and expect to enter into additional
business combinations and acquisitions. Acquisition transactions are accompanied
by a number of risks, including:

     o  the difficulty of assimilating the operations and personnel of the
        acquired companies;

     o  the potential disruption of our ongoing business and distraction of
        management;

     o  the difficulty of incorporating acquired technology or content and
        rights into our products and media properties and unanticipated expenses
        related to such integration;

     o  the potential negative impact on reported earnings;

     o  the possibility that revenues from acquired businesses may not
        materialize as anticipated, especially advertising revenues from our
        portal acquisitions;

     o  the impairment of relationships with employees and customers as a result
        of any integration of new management personnel; and

     o  the contingent liabilities associated with acquired businesses,
        especially in the markets where we operate.

     We may not be successful in addressing these risks or any other problems
encountered in connection with our completed and future acquisitions and our
operating results may suffer as a result of any failure to integrate these
businesses with our existing operations.

OUR INTELLECTUAL PROPERTY RIGHTS ARE COSTLY AND DIFFICULT TO PROTECT

     We regard our copyrights, trademarks, trade dress, trade secrets, and
similar intellectual property, including our rights to certain domain names, as
important to our continued success. We rely upon trademark and copyright law,
trade secret protection and confidentiality or license agreements with our
employees, customers, partners and others to protect our proprietary rights.
Still, intellectual property rights are especially difficult to protect in the
markets where we operate. In these markets the regulatory agencies charged to
protect intellectual property rights are inadequately funded, legislation is
underdeveloped, piracy is commonplace and enforcement of court decisions is
difficult. We cannot guarantee that the steps we have taken to protect our
proprietary rights will be adequate.

WE COMPETE WITH ESTABLISHED COMPETITORS WHO MAY HAVE GREATER RESOURCES THAN
WE DO

     Our competitors include incumbent Russian and Ukrainian operators and other
large international telecommunications providers doing business in the
Commonwealth of Independent States. Our competitors may have substantially
greater resources, closer ties to governmental authorities and longer operating
histories. These advantages may give them a competitive edge over alternative
providers like us. This competition may result in a loss of customers, falling
prices and a decline in revenues.

     We compete with large established national carriers, some of which are
powerful companies with political connections, as well as joint ventures of
large international operators doing business in Russia and Ukraine. Such
ventures include Global One and Combelga in Russia and Ukrtelecom and Utel in
Ukraine. Other competitors are alliances among telecommunications companies,
companies that own equipment and networks, companies that purchase and resell
the services of other carriers, Internet service providers and other providers
of bundled services. We may also face increasing competition from wireless
telephone companies and satellite companies. Many of these competitors,
including the Russian incumbent operators, have established customer bases and
extensive brand name recognition and possess greater financial, management and
other resources. Our results of operation would suffer if we are unable to keep
up with the increasing levels of competition in the countries in which we
operate.


                                       12
<PAGE>

OUR RELATIONSHIPS WITH OUR JOINT VENTURE PARTNERS LIMIT OUR INDEPENDENCE AND OUR
FLEXIBILITY

     We depend to a significant degree on local partners in our joint ventures
to provide us with interconnection with local networks, regulatory and marketing
expertise and familiarity with the local business environment. They also help to
facilitate the acquisition of necessary licenses and permits. As a result, any
significant disruption in our relationship with these parties could make it more
difficult for us to expand our operations and to maintain our existing services.

     Under the terms of some of our joint venture agreements, we have the right
to nominate key employees, direct operations and determine strategies for these
joint ventures. However, our partners in some ventures have the ability to
frustrate our exercise of these rights. Significant corporate decisions by most
ventures, such as approving budgets and business plans, declaring and paying
dividends, and entering into substantial transactions, effectively require the
consent of our local partners. Moreover, we would prefer not to take significant
actions without the consent and support of our partners. Accordingly, we do not
have unilateral control over the operations of our joint ventures.

     In addition, until recently Ukrainian legislation restricted the level of
foreign ownership in the telecommunications industry. These regulations, if
revived, may restrict our ability to increase our holdings in ventures and
increase our reliance on local partners who may lack significant financial
resources and may be unable to meet capital calls at the level of their
ownership interests.

OUR PARTNERS ARE OFTEN ALSO OUR COMPETITORS

     Notwithstanding our agreements with our joint venture partners, they
sometimes compete directly with our joint ventures. Competition with our joint
venture partners in the same markets may create conflicts of interest and may
result in a loss of customers. For example, our partner in Sovintel, Rostelecom,
is the dominant international and domestic long distance carrier in Russia.
Similarly, most of our regional partners across Russia offer local and long
distance services in competition with our local joint ventures and TeleRoss.

     We may consider acquiring some of our partners' interests in certain joint
ventures if we are able to do so within regulatory guidelines and on
commercially attractive terms. If we were to make such acquisitions, we expect
that we would continue to employ local personnel in order to retain the benefit
of their local expertise. After an acquisition, however, we would be directly
competing with a powerful, formerly state-owned enterprise that had been our
partner before we acquired its interest. In some such acquisitions, we would
have to rely on this partner-turned-competitor to gain access from our networks
to customer sites along the so-called "last mile". It is possible that this
competitor would attempt to create adverse operating conditions for our business
leading to a worsening of our operating results.

OUR TARGETED CUSTOMERS MAY NOT SELECT A PRIVATELY OWNED, FOREIGN ENTITY FOR
THEIR COMMUNICATIONS NEEDS

     Before 1991, the telecommunications industry in the countries where we
operate was wholly-owned and controlled by the state. After 1991, private
companies, including foreign companies, entered these markets as
telecommunications service providers. Many potential customers may be unwilling
to entrust their communications systems to non-state-controlled companies, and,
in particular, to foreign companies. Furthermore, state entities that require
the types of services that we offer may refuse to select a service provider that
is registered in other jurisdictions. Because we are a foreign company, some of
our targeted customers may decide not to utilize our telecommunications
offerings.

FAILURE TO LEASE SUFFICIENT AND RELIABLE TRANSMISSION CAPACITY AT REASONABLE
COSTS COULD CAUSE US TO INCUR LOSSES

     Historically, we have leased a substantial portion of our network
transmission capacity under agreements that generally have twelve- to
thirty-six-month fixed terms. In addition to this capacity, we recently leased
significant additional international capacity that we intend to utilize for data
transmission under long-term lease agreements that may be extended up to fifteen
years. We rely on third parties' ability to provide capacity to us. These third
parties themselves may be receiving capacity from others. If our lease
arrangements deteriorate or terminate and we are unable to enter into new
arrangements or if the entities from whom we lease such capacity are unable to
perform their obligations under such arrangements, our cost structure, service
quality and network coverage could be adversely affected.

     We currently rely on Rostelecom, the exclusive supplier of international
switched voice channels in Russia, to lease transmission capacity to us, and we
rely on local operators for last-mile access to end-users. These companies may
be subject to political and economic pressures not to lease capacity to foreign
operators or competitors. Any changes in regulation or policies that restrict us
from leasing adequate capacity could have an adverse effect on our business.
Local telecommunications operators may, for business reasons or otherwise,
resist giving us access to the last mile.


                                       13
<PAGE>


THE SATELLITES WE USE TO TRANSMIT LONG DISTANCE SIGNALS MAY MALFUNCTION

     Our domestic long distance business throughout Russia and other countries
of the Commonwealth of Independent States relies on a satellite to receive and
transmit caller signals. Satellites are subject to significant risks that may
prevent or impair proper commercial operation, including satellite defects, loss
of power, loss of orbit or damage from passing objects. One of our Russian
satellites has not remained stationary in its orbit and, consequently, we have
switched our signal transmission to an Intelsat satellite. The operation of the
satellite that we use to transmit caller signals is beyond our control, and,
although we have backup capacity on other satellites, a disruption of
transmission on these satellites could adversely affect our domestic long
distance operations.

WE MAY BE UNABLE TO RAISE ADDITIONAL CAPITAL NECESSARY TO IMPLEMENT OUR BUSINESS
STRATEGY

     We will need additional capital to maintain and expand our networks. Our
ability to raise funding to pursue our strategies depends on our access to
capital markets. At the present time, we feel that our current cash reserves and
cash flows from operations should be sufficient to finance our capital
requirements for the next 12 months. However, market conditions and other
factors, especially large or numerous acquisitions, may cause us to seek
additional financing sooner. Significant elements of our business strategy that
may require substantial capital expenditures include the following:

     o  the construction or the acquisition of fiber optic links between heavy
        traffic routes;

     o  expanding our existing network infrastructure to other parts of Russia,
        Ukraine and other countries of the Commonwealth of Independent States;

     o  developing additional Internet capability and acquiring other Internet
        service providers;

     o  expanding our wireless capabilities, including investments in upgraded
        technology; and

     o  pursuing consolidation opportunities through acquisitions.

     In addition, we will need to maintain our existing infrastructure. The
costs for expanding and maintaining our infrastructure may exceed projected
costs and result in unforeseen deficits.

     If we fail to generate sufficient funds from a combination of operating
cash flow and additional debt or equity financing, we may have to delay or
abandon our expansion plans or fall behind in our maintenance obligations. Any
of these events could have a material adverse effect on our operations.

OUR BILLING AND MANAGEMENT INFORMATION SYSTEMS MAY NOT BE ABLE TO MEET OUR NEEDS

     We encounter difficulties in using and enhancing our billing and management
information systems and in integrating new technology into such systems. We have
historically operated through distinct companies, but we are in the process of
integrating our billing and management information systems so that we will be
able to bill our customers and to manage other administrative tasks through a
single system. If we are unable to integrate and upgrade our billing and
management information systems to support our integrated operations, we may not
be able to record accurate call details or bill our customers promptly and
accurately.

     Additionally, any damage to our network management center or our major
switching centers could harm our ability to monitor and manage network
operations and generate accurate call detail reports from which we derive our
billing information.

     In our operations outside Moscow, Kiev and St. Petersburg, we rely on our
ventures' switches to provide information necessary to generate invoices. We
cannot ensure that their systems will meet our needs or the needs of our
customers.

WE ARE EXPOSED TO RISKS OF BAD DEBT AND FRAUD

     We have experienced problems relating to the failure of some customers to
make full payment for services rendered and to the fraudulent use of our access
codes to Internet and cellular services. These risks are particularly high in
our markets because of the poor health of the economies in the CIS and the
credit of Russian companies. Furthermore, it is difficult for us to gauge the


                                       14
<PAGE>

creditworthiness of most of our customers because there are no reliable
mechanisms for evaluating their financial condition and because credible credit
reports on Russian and Commonwealth of Independent States companies and
individuals are usually not available. We expect that the credit risk of our
customer base will increase as the share of our revenue derived from small- to
medium-sized enterprises and from service provider/reseller customers'
increases.

OUR INTERNAL CONTROLS MAY BE INSUFFICIENT TO ENSURE THAT WE COMPLY WITH
APPLICABLE LAWS

     Our reporting and control standards may be insufficient to ensure that
certain practices comply with all applicable laws. If we or any of our ventures
are found to be involved in unlawful practices, then we may be exposed, among
other things, to significant fines, the risk of prosecution or the loss of our
licenses. Russia and the other countries of the Commonwealth of Independent
States have inadequate corporate management and financial reporting legal
requirements, and have underdeveloped banking, computer and other internal
control systems. These countries often have commercial practices and legal and
regulatory frameworks that differ significantly from practices in the United
States and other Western countries. The application of the laws of any
particular country is not always clear or consistent. As a result, it is often
difficult to hire qualified management and accounting staff who can ensure
compliance with changing legal requirements. Thus, we have had and may again
have, difficulty establishing internal management, legal and financial controls,
preparing financial statements and corporate records, and instituting business
practices that meet Western standards.

     In light of these circumstances, in the second half of 1996, we increased
our efforts to improve our management and financial controls and business
practices. In early 1997, we retained special outside counsel to conduct a
thorough review of our business practices in the emerging markets in which we
operate. In addition, in June 1999, our special counsel completed an update of
the 1997 review in Russia and Ukraine. Neither the review nor the update
identified any violations of law that we believe would have a material adverse
effect on our financial condition. However, we cannot ensure that all potential
deficiencies have been properly identified or that governmental authorities will
not disagree with our assessment. If our control procedures and compliance
programs are not effective or the government authorities determine that we have
violated any law, depending on the penalties assessed and the timing of any
unfavorable resolution, our future results of operations and cash flows could be
materially adversely affected.

LOSS OF KEY PERSONNEL COULD AFFECT OUR GROWTH AND FUTURE SUCCESS

     We believe that our growth and our future success will depend in large part
upon a small number of key executive officers, as well as on our ability to
attract and retain highly skilled personnel to work in Russia and other parts of
the Commonwealth of Independent States, including senior management and
technical personnel. The competition for qualified technical personnel who are
familiar with the telecommunications industry in the Commonwealth of Independent
States is intense, particularly outside the major urban centers. We cannot
assure you that we will be able to hire and retain qualified personnel.

OUR INVESTMENT IN MCT CORP. MAY FAIL TO PRODUCE THE INTENDED RESULTS

     In the fourth quarter of 2000, we contributed our Russian Mobile Services
division to MCT Corp. in exchange for an equity interest of approximately 24% in
MCT Corp. At the same time, we extended a $9.0 million convertible loan to MCT
Corp. We do not actively participate in the day-to-day management of MCT Corp.
and do not control its operations. MCT Corp., in turn, does not control all of
its joint ventures. MCT Corp. operates its businesses in some geographic areas,
such as Uzbekistan and Tajikistan, where we have limited experience. MCT Corp.
has substantial debt obligations which they may be unable to meet without
significant cash infusions. MCT Corp. operates in a very competitive industry in
a difficult environment. We cannot guarantee that MCT Corp. will be able to
raise the additional capital that it requires to service its debt obligations
and to implement its business strategy. In the event that MCT Corp. is unable to
attract the capital and resources necessary to implement its business strategy
and to service its debt burden, we may be required to take a charge to earnings,
which would worsen our financial results and cause a decrease in the value of
our common stock.

ANY US AND OTHER WESTERN JUDGMENTS YOU MAY OBTAIN AGAINST US MAY NOT BE
ENFORCEABLE IN OTHER COUNTRIES

     Substantially all of our assets are located in Russia and Ukraine. Although
arbitration awards are generally enforceable in Russia and Ukraine, judgments
obtained in the US or other Western courts, including those with respect to
federal securities law claims, may not be enforceable. Therefore, any US or
other Western court judgment obtained against us or any of our operating
companies may not be enforceable in Russia or Ukraine.

                                       15
<PAGE>

      RISKS ASSOCIATED WITH OUR POSITION AS A RECENTLY ESTABLISHED COMPANY

ADDITIONAL FINANCING

     We have a limited operating history as a stand-alone company. Prior to the
IPO, our working capital requirements were satisfied pursuant to the
corporate-wide cash management policies of our former parent, GTS. We do not
have any agreements with our major shareholders to provide financial assistance
and cash injections to us. We believe that the proceeds from the IPO and our
cash flows from operations will be sufficient to finance our capital
requirements for the next 12 months. Should market conditions change or we
decide to make especially large or numerous acquisitions, we may need to seek
additional financing and we cannot ensure that we will be able to obtain
financing on favorable terms. In this case, our cost of capital would be higher
than that reflected in our historical financial statements. In addition, we may
need to issue additional equity. Any additional sales of our equity interests
may dilute existing shareholders and any new debt instruments may add further
restrictive covenants, interest and other obligations.

WE HAVE INCURRED NET LOSSES AND EXPECT FUTURE LOSSES

     If considered as a stand-alone entity, we have incurred net losses for the
past five years. We expect to continue to incur net losses as we spend
substantial resources on expanding our network, maintaining our existing
network, participating in the consolidation of the communications industry in
Russia and the other countries of the Commonwealth of Independent States and
marketing. We cannot assure you that we will achieve or sustain profitability.

THE RELEVANCE OF OUR FINANCIAL INFORMATION MAY BE LIMITED

     The financial information we have incorporated by reference may not reflect
what our results of operations, financial position and cash flows would have
been had we been a separate, stand-alone entity during the periods presented or
what our results of operations, financial position and cash flows will be in the
future. The financial information incorporated by reference herein does not
necessarily reflect the many significant changes that have and will occur in our
business and the funding of our operations as a result of our separation from
GTS, our recent IPO and recent changes in our shareholding structure.

WE HAVE NOT IDENTIFIED SPECIFIC USES OF OUR CASH RESOURCES

     We intend to use the funds we have now for potential acquisitions and
business development, network expansion, working capital and general corporate
purposes. Our management will have significant flexibility in applying these
funds. We may, when an appropriate opportunity arises, use a portion, or all, of
the funds to acquire or invest in businesses, products or new technologies. Our
management's failure to apply these funds effectively could cause our business
to suffer.

                RISKS ASSOCIATED WITH OUR SHAREHOLDING STRUCTURE

     In May 2001, Global TeleSystems, Inc. ("GTS"), our former majority
shareholder, sold approximately 12.2 million shares of our common stock, or an
approximately 50% stake in the Company, to a group of investors led by Alfa
Bank, a leading Russia-based financial and industrial concern ("Alfa"), and two
of our current shareholders, Capital International Global Emerging Markets
Private Equity Fund ("Capital") and investment vehicles controlled by Barings
Private Equity Partners Group ("Barings"). Alfa Telecom Limited ("Alfa
Telecom"), a British Virgin Islands company, acquired approximately 10.7
million, or about 43.8%, shares of our then outstanding common stock. Barings
increased its ownership position in the Company to approximately 1.9 million, or
about 7.6%, of the then outstanding shares of our common stock, and Capital
increased its ownership position in the Company to 2.2 million, or about 8.8%,
shares of the then outstanding amount of our common stock. These purchasers also
acquired options from GTS which they transferred to us and which we exercised to
acquire 2,272,727 shares of our common stock, thereby increasing the relative
ownership of Alfa, Capital and Barings to 48.02%, 9.69% and 8.74% respectively.
GTS continues to hold 588,479 shares of our common stock or about 2.63% of the
Company.

OUR SIGNIFICANT SHAREHOLDERS HAVE ENTERED INTO A SHAREHOLDERS AGREEMENT WHEREBY
THESE SHAREHOLDERS EXERCISE EFFECTIVE CONTROL OVER OUR BOARD OF DIRECTORS

     In May 2001, Global TeleSystems Europe Holdings, B.V. (as assignee of GTS),
Alfa Telecom, Capital, and Barings entered a Shareholders' Agreement that allows
these shareholders to exercise effective control over our Board of Directors. In
accordance with the terms of a Standstill Agreement, the Shareholders Agreement
provides that Alfa Telecom, Capital and Barings together control six

                                       16
<PAGE>

of the seats on the Company's nine member Board of Directors. These directors
could take actions that may adversely effect the interests of minority
shareholders.

GTS MAY REQUIRE US TO REGISTER FOR SALE INTO THE MARKET ITS REMAINING 2.63% OF
OUR OUTSTANDING COMMON SHARES

     It has been reported that GTS, the owner of approximately 2.63% of our
outstanding common shares, has been experiencing financial difficulties.
Consequently, GTS may need to raise cash quickly by selling its remaining 2.63 %
of our outstanding common shares. Our shares are lightly traded on public
markets and any large sales of our shares on the open market could substantially
lower the price of our common stock.

THE CURRENT GOVERNMENT'S WELL-PUBLICIZED CAMPAIGN AGAINST RUSSIA'S SO-CALLED
"OLIGARCHS" COULD HAVE ADVERSE EFFECTS ON OUR COMPANY

     It has been widely reported in Russian and foreign media that the Russian
government is exerting pressure on the so-called "oligarchs" to cause them to
divest their commercial interests in certain economic areas of activity. The
media has reported also that the government has exerted significant influence on
companies owned or controlled by the oligarchs through tax inspections,
management changes, threats of and actual prosecution of management and key
officials, and other means. Real and perceived pressure on the oligarchs and
their businesses has seriously affected the economic activities of these
enterprises and their management.

       If the current or future governments in Russia were to apply significant
pressure on Alfa Telecom and its affiliated companies, it could have serious
adverse effects on the operations and financial results of our Company. Such
effects could include, but would not be limited to, the inability of the Board
of Directors to act independently from external pressure and the distraction of
management from the day-to-day operations of the Company.


                RISKS ASSOCIATED WITH OUR SHARES OF COMMON STOCK

OUR ABILITY TO PAY DIVIDENDS ON OUR COMMON STOCK MAY BE LIMITED

     We do not expect to pay any cash dividends in the foreseeable future. If we
raise any capital in the future, we may be restricted from paying dividends
under the terms of such financings. In addition, the governments in the
countries where we operate may further devalue their currencies and take other
actions that may restrict the ability of our subsidiaries to declare and pay
dividends.

OUR SHARE PRICE HAS BEEN AND MAY CONTINUE TO BE HIGHLY VOLATILE

     The price of our shares has been subject to significant volatility since
our initial public offering. In addition, a number of particular factors may
adversely affect the market price of our shares or cause the market price to
fluctuate and decline materially. These factors include:

     o  issues concerning the perceived risks of investing in Russia and the
        CIS, including significant ownership of our shares by a company that is
        part of a large Russia-based financial and industrial concern;

     o  the limited number of our shares available for trading in public
        markets;

     o  introduction of new services;

     o  the potential sale of any large blocks of our shares by our management
        or large shareholders;

     o  mergers and strategic alliances in the telecommunications industry; and

     o  inconsistent government regulation in the Russian and Ukrainian
        telecommunications industries.

     In recent years, the market for stock in technology, telecommunications and
computer companies has been highly volatile. This is particularly true for
companies with relatively small capitalization, such as ours.

                                       17
<PAGE>

                           FORWARD LOOKING STATEMENTS

     Certain statements contained in this prospectus and other parts of this
document are forward-looking and concern our projected operations, economic
performance and financial condition. These forward-looking statements are made
pursuant to the safe harbor provisions of the Securities Litigation Reform Act
of 1995. You should note that such statements involve risks and uncertainties
and that actual results may differ materially from those expressed or implied by
such forward-looking statements. Among the key factors that have a direct
bearing on our results of operations, economic performance and financial
condition are the commercial and execution risks associated with implementing
our business plan, the shifting political, economic and legal environment in the
markets in which we operate, increasing competitiveness in the
telecommunications and Internet-related businesses that may limit our growth
opportunities, and increased and intense downward price pressures on some of the
services that we offer. These and other factors are discussed in our Form 10-K,
other SEC filings and elsewhere in this Prospectus.

     Additional information concerning factors that could cause results to
differ materially from those in the forward-looking statements are contained in
this Prospectus. Additional information may also be contained in the filings
with the U.S. Securities and Exchange Commission submitted by Global
TeleSystems, Inc., the former majority shareholder in the Company.

     In addition, any statements that express, or involve discussions as to,
expectations, beliefs, plans, objectives, assumptions or future events or
performance (often, but not always, through the use of words or phrases such as
"will likely result," "are expected to," "estimated," "intends," "plans,"
"projection" and "outlook") are not historical facts and may be forward-looking
and, accordingly, such statements involve estimates, assumptions and
uncertainties which could cause actual results to differ materially from those
expressed in the forward-looking statements. Accordingly, any such statements
are qualified in their entirety by reference to, and are accompanied by, the
factors discussed throughout this Prospectus and investors, therefore, should
not place undue reliance on any such forward-looking statements.

     Further, any forward-looking statement speaks only as of the date on which
such statement is made, and we undertake no obligation to update any
forward-looking statement or statements to reflect events or circumstances after
the date on which such statement is made or to reflect the occurrence of
unanticipated events. New factors may emerge from time to time, and it is not
possible for management to predict all of such factors. Further, management
cannot assess the impact of each such factor on our business or the extent to
which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements.




                                       18
<PAGE>

                              SELLING STOCKHOLDERS

     The following table sets forth certain information regarding ownership of
our common stock and rights to acquire common stock by each of the Selling
Stockholders under this prospectus as of October 19, 2001. For the purposes of
this table, a person or group of persons is deemed to have "beneficial
ownership" of any shares which such person or group has the right to acquire
within 60 days after such date, but such shares are not deemed to be outstanding
for the purpose of computing the percentage ownership of any other person.

     The percentage of ownership for each beneficial owner is based upon
24,621,958 shares of common stock issued and 22,349,231 shares outstanding, both
as of October 19, 2001.

     The Selling Stockholders may sell their shares in the over-the-counter
market, in the Nasdaq Stock Market, in privately negotiated transactions or
otherwise. Shares will be sold at market prices prevailing at the time of sale,
at prices related to such prevailing market price or at negotiated prices.
Transferees of these stockholders or other persons acquiring shares, including
brokers who borrow the shares to settle short sales of the common stock, may
also use this prospectus.

     The Selling Stockholders will receive all of the net proceeds from the
sales of shares and will pay any underwriting discounts and selling commissions.

     This prospectus covers shares of our common stock that have or may be
acquired by the Selling Stockholders upon exercise of the non-qualified stock
options granted pursuant to the Plan held as of October 19, 2001.

     There are set forth in the following table opposite the name of each of the
Selling Stockholders:

1.   Under the heading "Shares of common stock beneficially owned", the shares
     of our common stock beneficially owned by the Selling Stockholder on
     October 19, 2001, including shares of our common stock (if any) of which
     the Selling Stockholder had the right on such date to acquire beneficial
     ownership pursuant to the exercise on or before December 19, 2001 of
     options that we have granted;

2.   Under the heading "Shares awarded under the Plan or which may be acquired
     and offered", the shares of our common stock which have been acquired or
     may be acquired upon exercise of options under the Plan.

3.   Under the heading "Shares of common stock to be owned after the completion
     of the offering", the shares of our common stock to be beneficially owned
     by the Selling Stockholder after completion of the offering, based on the
     number of shares owned on October 19, 2001.

     Certain options granted pursuant to the Plan may be transferred to a member
of a Selling Stockholder's immediate family or to a trust for the benefit of
such immediate family members. The names of such transferees and the number of
award shares that may be offered by them under the Prospectus will be included
in a supplement when such information becomes known. The information as to
security holdings is based on information that we receive from the Selling
Stockholders and from our Compensation Committee.


<Table>
<Caption>

                                                                            Shares awarded
                                                                            under the Plan    Shares of common
                                                      Shares of common      or which may be   stock to be owned
                         Present principal position   stock beneficially    acquired and      after completion
Selling Stockholder      with us or affiliates        owned (a)             offered (b)       of offering
-----------------------------------------------------------------------------------------------------------------
<S>                      <C>                          <C>                   <C>               <C>
Stewart P. Reich         President Chief Executive
                         Officer and Director         430,760               594,094           54,094

Stan Abbeloos            Senior Vice President,
                         Chief Operating Officer
                         and Director                 246,061               344,673           19,673

</TABLE>


                                       19
<PAGE>
<Table>
<Caption>

                                                                            Shares awarded
                                                                            under the Plan    Shares of common
                                                      Shares of common      or which may be   stock to be owned
                         Present principal position   stock beneficially    acquired and      after completion
Selling Stockholder      with us or affiliates        owned (a)             offered (b)       of offering
-----------------------------------------------------------------------------------------------------------------
<S>                      <C>                          <C>                   <C>               <C>
David J. Wisher (c)      Senior Vice President        240,897               339,509           14,509

Jeffrey A. Riddell       Senior Vice President,
                         General Counsel and
                         Secretary                    226,576               325,188           188

Mark Burden              Corporate Controller         59,007                85,953            953

Darrell Lauterbach       Vice President, Business
                         Development                  62,552                95,053            5,053

</Table>

     (a) Included in this column are the number of shares of our common stock
which the Selling Stockholder has the right to acquire beneficial ownership of
pursuant to the exercise on or before December 19, 2001 of options that we
granted, as follows: Stewart P. Reich, 376,666; Stan Abbeloos, 226,388; David J.
Wisher, 226,388; Jeffrey A. Riddell, 226,388; Mark Burden, 58,054; and Darrell
Lauterbach, 57,499. Inclusion of such shares does not constitute an admission by
any Selling Stockholder that such person is the beneficial owner of such shares.

     (b) Included in this column are the number of shares of our common stock
which the Selling Stockholder has acquired or may acquire in the future upon
exercise of option, under the Plan. The numbers of such options are as follows:
Stewart P. Reich, 163,334; Stan Abbeloos, 98,612; David J. Wisher, 98,612;
Jeffrey A. Riddell, 98,612; Mark Burden, 26,946; and Darrell Lauterbach, 32,501.
Inclusion of such shares does not constitute an admission by any Selling
Stockholder that such person is the beneficial owner of such shares.

     (c) Mr. Wisher resigned as Chief Financial Officer of the Company effective
October 1, 2001 but will remain as Senior Vice President until December 31,
2001.

                              PLAN OF DISTRIBUTION

     The shares may be sold from time to time to purchasers directly by the
Selling Stockholders. Alternatively, the Selling Stockholders may from time to
time offer the shares to or through underwriters, broker/dealers or agents, who
may receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Stockholders or the purchasers of such securities
for whom they may act as agents. The Selling Stockholders and any underwriters,
broker/dealers or agents that participate in the distribution of the shares may
be deemed to be "underwriters" within the meaning of the Securities Act and any
profit on the sale of such securities and any discounts, commissions,
concessions or other compensation received by any such underwriter,
broker/dealers or agents may be deemed to be underwriting discounts and
commissions under the Securities Act.

     The shares may be sold from time to time in one or more transactions at
fixed prices, at prevailing market prices at the time of sale, at varying prices
determined at the time of sale or at negotiated prices. Such prices will be
determined by the Selling Stockholders or by agreement between such Selling
Stockholders and underwriters or dealers who receive fees or commissions in
connection therewith. The sale of the shares may be effected in transactions
(which may involve crosses, block transactions and borrowings, returns and
reborrowings of the shares pursuant to stock loan agreements to settle short
sales of the common stock) (1) on any national securities exchange or quotation
service on which the shares may be listed or quoted at the time of sale, (2) in
the over-the-counter markets, (3) in transactions otherwise than on such
exchange or in the over-the-counter market or (4) through the writing of
options. Shares also may be delivered in connection with the issuance of
securities by issuers other than the Company that are exchangeable for (whether
optional or mandatory) or payable in, such shares or pursuant to which such
shares may be distributed. At the time a particular offering of the shares is
made, a Prospectus Supplement, if required, will be distributed which will set
forth the aggregate amount and type of the shares being offered and the terms of
the offering, including the name or names of any underwriter, broker/dealers or
agents, any discounts, commissions and other terms constituting compensation
from the Selling Stockholders and any discounts, commissions or concessions
allowed or reallowed or paid to broker/dealers. This prospectus also may be used
by pledges, donees and transferees of the Selling Stockholders or by other
persons acquiring shares, including brokers who borrow the shares to settle
short sales of shares of the common stock. In addition, the shares which qualify
for sale under an applicable exemption from registration under the Securities
Act may be sold pursuant to such exemption rather than this prospectus.



                                       20
<PAGE>

     To comply with the securities laws of certain jurisdictions, if applicable,
the shares will be offered or sold in such jurisdictions only through registered
or licensed brokers or dealers. In addition, in certain jurisdictions the shares
may not be offered or sold unless they have been registered or qualified for
sale in such jurisdictions or any exemption from registration or qualification
is available and is complied with.

     The Selling Stockholders will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, which provision may limit
the timing of purchases and sales of any of the shares by the Selling
Stockholders. The foregoing may affect the marketability of such securities.

     The Selling Stockholders will pay all underwriting discounts and selling
commissions, if any.

                                  LEGAL MATTERS

     The validity of the common stock offered hereby has been passed upon for
Golden Telecom, Inc. by Jeffrey A. Riddell, General Counsel and Secretary of
Golden Telecom, Inc.

                                     EXPERTS

     The consolidated financial statements of Golden Telecom, Inc. appearing in
Golden Telecom, Inc.'s Annual Report (Form 10-K) for the year ended December 31,
2000, have been audited by Ernst & Young (CIS) Limited, independent auditors, as
set forth in their report thereon included therein and incorporated herein by
reference. Such financial statements are, and audited financial statements to be
included in subsequently filed documents will be, incorporated herein in
reliance upon the reports of Ernst & Young (CIS) Limited pertaining to such
financial statements (to the extent covered by consents filed with the
Securities and Exchange Commission) given on the authority of such firm as
experts in accounting and auditing.

     The financial statements of EDN Sovintel LLC appearing in Golden Telecom,
Inc.'s Annual Report (Form 10-K) for the year ended December 31, 2000, have been
audited by Ernst & Young (CIS) Limited, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference. Such
financial statements are, and audited financial statements to be included in
subsequently filed documents will be, incorporated herein in reliance upon the
reports of Ernst & Young (CIS) Limited pertaining to such financial statements
(to the extent covered by consents filed with the Securities and Exchange
Commission) given upon the authority of such firm as experts in accounting and
auditing.


                                       21
<PAGE>
                                     PART II
                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Golden Telecom, Inc.'s Certificate of Incorporation and By-laws provide for
indemnification of its directors and officers to the fullest extent permitted by
the Delaware General Corporate Law, as such law may be amended from time to
time. In addition, Golden Telecom, Inc. maintains liability insurance for its
directors and officers.

ITEM 8.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

a)       Exhibits

         DESIGNATION    DESCRIPTION
         -----------    -----------
         4.1            Golden Telecom, Inc. 1999 Equity Participation Plan is
                        incorporated herein by reference to the Registrant's
                        Proxy Statement dated April 25, 2000.
         4.2            Amendment to the 1999 Equity Participation Plan is
                        incorporated herein by reference to the Registrant's
                        Proxy Statement dated May 23, 2001.
         5.1            Opinion of Jeffrey A. Riddell, General Counsel of
                        Registrant, as to the legality of the securities
                        registered hereby.
         23.1           Consent of Independent Auditors (Golden Telecom, Inc.)
         23.2           Consent of Independent Auditors (EDN Sovintel LLC)
         23.3           Consent of the General Counsel of Golden Telecom, Inc.
                        (included in Exhibit 5.1)
         24             Powers of Attorney (included on signature page)


                                      II-1
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act 1933, as amended, the
registrant certifies that is has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Moscow, Russian Federation, on this 19th day of October, 2001.

                                 GOLDEN TELECOM, INC.

                                 By: /s/ STEWART P. REICH
                                    --------------------------------------
                                    Name: Stewart P. Reich
                                    Title: President and Chief Executive Officer

                                POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Stewart P. Reich, Jeffrey A. Riddell and David J.
Wisher and each of them severally, his true and lawful attorney or attorneys
with power of substitution and resubstitution to sign his name, place and stead
in any and all such capacities the Registration Statement and any and all
amendments thereto (including post-effective amendments) and any documents in
connection therewith, and to filed the same with the Securities and Exchange
Commission, each of said attorneys to have power to act with or without the
other, and to have full power and authority to do and perform, in the name and
on behalf of each such officer and director of the Registrant who shall have
executed such power of attorney, every act whatsoever which such attorneys, or
any one of them, may deem necessary or desirable to be done in connection
therewith as fully and to all intents and purposes as such officer or director
of the Registrant might or could do in person.

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 19th day of October 2001.

<Table>
<Caption>
                SIGNATURE                            TITLE                    DATE
                ----------                           -----                    ----
<S>                                       <C>                                 <C>
      /s/ STEWART P. REICH                President, Chief Executive
-----------------------------------       Officer and Director
        Stewart P. Reich                  (Principal Executive Officer)

       /s/ DAVID STEWART                  Chief Financial Officer
-----------------------------------       (Principal Financial Officer)
         David Stewart

       /s/ STAN ABBELOOS
-----------------------------------       Director
         Stan Abbeloos

         /s/ PETR AVEN
-----------------------------------       Chairman of the Board of
           Petr Aven                      Directors

     /s/ TIGRAN AGADZHANOV
-----------------------------------       Director
       Tigran Agadzhanov

      /s/ MICHAEL CALVEY
-----------------------------------       Director
        Michael Calvey

      /s/ ASHLEY DUNSTER
-----------------------------------       Director
        Ashley Dunster

      /s/ IZZET GUNEY
-----------------------------------       Director
         Izzet Guney

     /s/ ANDREY KOSOGOV
-----------------------------------       Director
        Andrey Kosogov

      /s/ MARK BURDEN                     Corporate Controller
-----------------------------------       (Principal Accounting Officer)
         Mark Burden
</Table>


                                      II-2
<PAGE>


                                  EXHIBIT INDEX

         DESIGNATION    DESCRIPTION
         -----------    -----------
         4.1            Golden Telecom, Inc. 1999 Equity Participation Plan is
                        incorporated herein by reference to the Registrant's
                        Proxy Statement dated April 25, 2000.
         4.2            Amendment to the 1999 Equity Participation Plan is
                        incorporated herein by reference to the Registrant's
                        Proxy Statement dated May 23, 2001.
         5.1            Opinion of Jeffrey A. Riddell, General Counsel of
                        Registrant, as to the legality of the securities
                        registered hereby.
         23.1           Consent of Independent Auditors (Golden Telecom, Inc.)
         23.2           Consent of Independent Auditors (EDN Sovintel LLC)
         23.3           Consent of the General Counsel of Golden Telecom, Inc.
                        (included in Exhibit 5.1)
         24             Powers of Attorney (included on signature page)
[{"type": "S-8", "sequence": "1", "filename": "h90766s-8.txt", "description": "GOLDEN TELECOM, INC", "secsgml_size_bytes": 113666}]
{"company-data": {"conformed-name": "GOLDEN TELECOM INC", "cik": "0001089874", "assigned-sic": "4812", "irs-number": "510391303", "state-of-incorporation": "DE"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72036", "film-number": "1763878"}, "business-address": {"street1": "12 KRASNOKAZARMENNAYA", "city": "MOSCOW RUSSIA"}, "mail-address": {"street1": "12 KRASNOKAZARMENNAYA", "city": "MOSCOW SOVIET UNION"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 23, 2001

                                                   REGISTRATION NUMBER 333-
================================================================================

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              GOLDEN TELECOM, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                DELAWARE                               51-0391303
      (State or Other Jurisdiction                  (I.R.S. Employer
                   of                             Identification Nos.)
      Incorporation of Organization)

                 REPRESENTATION OFFICE GOLDEN TELESERVICES, INC.
                               12 TRUBNAYA ULITSA
                              MOSCOW, RUSSIA 103045
                    (Address of principal executive offices)

               1999 GOLDEN TELECOM, INC. EQUITY PARTICIPATION PLAN
                            (Full Title of the Plan)

                                   JULIA MARX
                              GOLDEN TELECOM, INC.
                       4400 MACARTHUR BOULEVARD, SUITE 200
                             WASHINGTON, D.C. 20007
                                 (202) 332-5997
           (Name, address, and telephone number of agent for service)

                                   Copies to:
WILLIAM GREASON, ESQ.                            JEFFREY A. RIDDELL, ESQ.
      CHADBOURNE & PARKE                   REPRESENTATION OFFICE GOLDEN TELESERVICES, INC.
REGIS HOUSE, 45 KING WILLIAM STREET                    12 TRUBNAYA ULITSA
   LONDON EC4R 9AN, ENGLAND                          MOSCOW, RUSSIA  103045
    (011- 44) 20 7337 8000                            (011-7-501) 797-9300
--------------------------------------------------------------------------------
     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Upon
exercise of the options granted under the 1999 Golden Telecom, Inc. Equity
Participation Plan (Plan), but in no event prior to the effective date of this
Registration Statement.
--------------------------------------------------------------------------------

     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box [ ]

     If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [X]

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

     If this Form is post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

     If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

================================================================================
CALCULATION OF REGISTRATION FEE
Proposed Maximum        Proposed Maximum
Title of each class of                                             Offering Price per      Aggregate Offering      Amount of
Securities to be registered        Amount to be registered (1)     Unit (2)                Price (2)               Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock Par Value $0.01 per   296,449                         $10.68                  $3,166,075.32           $791.52
share
------------------------------------------------------------------------------------------------------------------------------------
(1) The 296,449 shares of common stock being registered are additional shares
which were added to the Plan by amendment ratified by the Company's shareholders
on June 26, 2001. 4,023,551 shares of common stock were previously registered on
the Form S-8 Registration Statement (333-41542) filed in July 2000.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act on the basis of the average of the
high and low prices of the common stock of Golden Telecom, Inc. reported on the
Nasdaq Stock Market on October 16, 2001.

     The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8 (a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the commission, acting pursuant to said Section 8 (a)
may determine.
Explanatory Note

The prospectus, containing information required by Part I of Form S-8 and
related to this Registration Statement on Form S-8 is omitted from this
Registration Statement in accordance with the Note to Part I of Form S-8. The
Prospectus will also be used in connection with the offer and sale of shares of
Golden Telecom, Inc. registered under the Registration Statement on Form S-8
(333-41542)

This Registration Statement includes a reoffer prospectus, prepared in
accordance with the requirements of Form S-3 (the "Reoffer Prospectus"), which
may be used for the offer and sale of securities registered hereunder, and in
accordance with Rule 429 of the Securities Act of 1933, as amended, the offer
and sale of securities registered under the Registration Statement on Form S-8
(333-41542)  by certain officers and directors of Golden Telecom who may be
deemed to be "affiliates" of Golden Telecom, as that term is defined in Rule 405
under the Securities Act of 1933, as amended.
PROSPECTUS

                              [GOLDEN TELECOM(TM)]

--------------------------------------------------------------------------------

                                  COMMON STOCK
--------------------------------------------------------------------------------

     This prospectus relates to offers and sales by certain of our officers and
directors (also called Selling Stockholders) who may be deemed to be
"affiliates" of Golden Telecom, Inc., as defined in Rule 405 under the
Securities Act of 1933, as amended, of shares of our common stock that have or
may be acquired by such person upon exercise of incentive stock options or
nonqualified stock options granted pursuant to our 1999 Equity Participation
Plan.

     Shares covered by this prospectus may be offered and sold from time to time
by or on behalf of the Selling Stockholders through brokers on the NASDAQ Stock
Market, on the over the counter market, in privately negotiated transactions or
otherwise at the prices prevailing at the time of such sales or at negotiated
prices. No specified brokers or dealers have been designated by the Selling
Stockholders and no agreement has been entered into in respect of brokerage
commissions or for the exclusive or coordinated sale of any securities which may
be offered pursuant to this prospectus, however, Merrill Lynch, Pierce, Fenner &
Smith Incorporated were appointed by the Company as broker for the cashless
exercise of the nonqualified stock options granted pursuant to our 1999 Equity
Participation Plan. The net proceeds to the Selling Stockholders will be the
proceeds received by them upon such sales, less brokerage commissions, if any.
We will pay all expenses of preparing and reproducing this prospectus, but will
not receive any of the proceeds from sales by any of the Selling Stockholders.

     INVESTING IN OUR COMMON STOCK INVOLVES RISKS THAT ARE DESCRIBED IN THE
"RISK FACTORS" SECTION COMMENCING ON PAGE 3 OF THIS PROSPECTUS.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The date of this prospectus is October 23, 2001
YOU MAY RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR CONTAINED
IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE INFORMATION
DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS OR ANY SUPPLEMENT. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR SALE OF THE SHARES OF COMMON STOCK MEANS THAT
INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT AFTER THE DATE OF THIS
PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR SOLICITATION OF AN OFFER
TO BUY THESE SHARES OF COMMON STOCK IN ANY CIRCUMSTANCES UNDER WHICH THE OFFER
OR SOLICITATION IS UNLAWFUL. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS
PROSPECTUS OR ANY SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON
THE FRONT OF THE DOCUMENT.
PROSPECTUS SUMMARY

     This summary contains basic information about this offering. This summary
may not contain all the information that may be important to you. You should
read the entire prospectus, including the section entitled "Risk Factors" and
the documents incorporated by reference herein, before making an investment
decision.

                                BUSINESS OVERVIEW

     The following information is qualified in its entirety by the more detailed
information and financial information appearing elsewhere in or incorporated by
reference into this prospectus.

     We are a leading facilities-based provider of integrated telecommunications
and Internet services to businesses and other high-usage customers and
telecommunications operators in Moscow, Kiev, St. Petersburg and other major
population centers throughout Russia and other countries of the Commonwealth of
Independent States. We organize our operations into the four service groups
below:

     o  Competitive Local Exchange Carrier (CLEC) Services. Using our local
        access overlay networks in Moscow, Kiev and St. Petersburg, we provide a
        range of services including local exchange and access services,
        international and domestic long distance services, data communications,
        Internet access and the design of corporate networks;

     o  Long Distance Services. Using our fiber optic and satellite-based
        network, we provide long distance voice services in Russia;

     o  Data and Internet Services. Using our fiber optic and satellite-based
        networks, including more than 130 combined points of presence in Russia,
        Ukraine and other countries of the Commonwealth of Independent States,
        we provide data and Internet services including: (a) Business to
        Business services, such as data communications, dedicated Internet
        access, web design, web hosting, co-location and data-warehousing: and
        (b) Business to Consumer services, such as dial-up Internet access and
        web content offered through a family of Internet portals; and

    o   Mobile Services. Using our mobile networks in Kiev and Odessa, Ukraine,
        we provide mobile services with value-added features, such as voicemail,
        roaming and messaging services on a subscription and prepaid basis.

    The following table summarizes the four service groups and entities through
which we currently conduct our operations:
SERVICE GROUPS                                                           REGION OF OPERATIONS
    --------------                                                           --------------------
CLEC SERVICES:
     CLEC Services division of TeleRoss..............................        Moscow
     CLEC Services division of Golden Telecom BTS....................        Kiev and Odessa, Ukraine
     Sovintel............................................................    Moscow and St. Petersburg

    LONG DISTANCE SERVICES:
     Long Distance Services division of TeleRoss.....................        Russia
     TeleRoss ventures (branch, wholly-owned and joint ventures).....        14 cities in Russia

    DATA AND INTERNET SERVICES:
     Data and Internet Services division  of TeleRoss................        Russia and the Commonwealth
                                                                             Of Independent States
     Data and Internet Services division  of Golden Telecom BTS......        Ukraine

    MOBILE SERVICES:
     Golden Telecom GSM..............................................        Kiev and Odessa, Ukraine
We also hold a minority interest in MCT Corp. (MCT), which in turn has
ownership interests in mobile operations located throughout Russia and in
Uzbekistan and Tajikistan. We treat our ownership interest in MCT as an
investment and are not actively involved in the day-to-day management of the
operations.

                                       1
Our objective is to be the leading alternative voice, data and Internet
services company in Russia and key markets in the Commonwealth of Independent
States.

     You should consider all the information contained in this prospectus before
making an investment in the common stock. In particular, you should consider the
factors described under "Risk Factors", on page 3 of this Prospectus.

                     INFORMATION WE INCORPORATE BY REFERENCE

     The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and the information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any further filings made
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 until all of the securities are sold or until we terminate this
offering:

         (1)    Annual Report on Form 10-K for the year ended December 31, 2000
                filed on March 16, 2001, as amended on April 27, 2001;

         (2)    Current Report on Form 8-K filed on April 3, 2001;

         (3)    Post Effective Amendment No. 1 on Form S-3 to Registration
                Statement on Form S-1 filed on April 27, 2001;

         (4)    Quarterly Report on Form 10-Q filed on May 9, 2001;

         (5)    Current Report on Form 8-K filed on May 11, 2001;

         (6)    Proxy Statement on Form 14A filed on May 23, 2001;

         (7)    Current Report on Form 8-K filed on May 24, 2001;

         (8)    Current Report on Form 8-K filed on July 11, 2001;

         (9)    Current Report on Form 8-K filed on July 26, 2001; and

        (10)    Quarterly Report on Form 10-Q filed on August 8, 2001.

     We also incorporate by reference the description of the common stock of the
Company contained in the Company's Registration Statement dated April 27, 2001
(File No. 333-39260).

     You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:

         Golden Telecom, Inc.
         4400 MacArthur Boulevard, Suite 200
         Washington, D.C. 20007
         Attention: Julia Marx
         Telephone: (202) 332-5997

     You should rely on the information incorporated by reference or provided in
this prospectus. We have not authorized anyone else to provide you with
different information.

                       WHERE YOU CAN FIND MORE INFORMATION

     We have filed with the SEC a Registration Statement (together with all
amendments and exhibits thereto, the "Registration Statement") under the
Securities Act with respect to the shares of common stock being offered by this
prospectus. This prospectus does not include all the information set forth in
the Registration Statement, and you should refer to the Registration Statement
for further information with respect to our company.

                                       2
We are subject to the informational requirements of the Securities Exchange
Act of 1934 and in accordance therewith file periodic reports, proxy and
information statements, and other information with the SEC. The Registration
Statement and all of these reports, proxy and information statements, and other
information filed by us with the SEC may be inspected and copied at the Public
Reference Room maintained at the SEC at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the regional offices of the SEC
located at 7 World Trade Center, 13th Floor, New York, New York 10048 and 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2551. You may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. Copies of these materials may be obtained by mail from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. The SEC also maintains a web site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding registrants, such as Golden Telecom, Inc. that
file electronically with the SEC.

                                  RISK FACTORS

     You should carefully consider the following risks relating to us as well as
other information contained in this prospectus before deciding to invest in
shares of our common stock. Our business, financial condition or results of
operations have been, and could be, materially adversely affected by the
following risks. The value of your investment may decrease and could result in a
loss.

           RISKS ASSOCIATED WITH DOING BUSINESS IN RUSSIA, UKRAINE AND
            OTHER COUNTRIES OF THE COMMONWEALTH OF INDEPENDENT STATES

     We generate substantially all our revenues from operations in Russia,
Ukraine and other countries of the Commonwealth of Independent States. All
companies operating in the Commonwealth of Independent States, including our
company, face significant political, economic, regulatory, legal and tax risks,
as described below.

CONTINUING POLITICAL INSTABILITY IN THE COUNTRIES IN WHICH WE OPERATE COULD
DEPRESS FOREIGN AND LOCAL INVESTMENT AND SPENDING, WHICH COULD ADVERSELY AFFECT
OUR RESULTS OF OPERATIONS

     Since the dissolution of the Soviet Union in December 1991, Russia, Ukraine
and the other countries in which we operate have, to varying degrees, been
undergoing significant political and economic transformation, the result of
which is a generally unstable political climate characterized by frequent
changes in governments, political gridlock in the legislative process,
widespread corruption among government officials and a significant rise in
organized crime and other criminal activity.

     This political and economic instability in Russia, Ukraine and the other
countries where we operate could disrupt the direction and the pace of economic
development. Such a disruption could discourage foreign and local investment and
spending, in which case demand for our services could decrease and our results
of operations could deteriorate. If this were to occur, then the market price of
our stock could decrease.

RECENT TERRORIST ACTIVITY IN THE UNITED STATES AND THE MILITARY SITUATION IN
AFGHANISTAN MAY AFFECT THE RUSSIAN POLITICAL AND ECONOMIC SITUATION AND DEMAND
FOR OUR SERVICES

The September 11, 2001 terrorist attacks in the United States caused widespread
worldwide economic disruption and uncertainty, threatening recession in many
countries. If major national economies experience economic recession, there
could be negative spillover effects on the Russian economy. Recent military
action in Afghanistan could spread to countries of Central Asia that share
commons borders with the Russian Federation or to other countries, such as Iraq
and Syria, that are traditional allies of Russia. Such events could lead to
increased Russian nationalism that could negatively impact Russian attitudes to
foreign direct investment and to business relationships with suppliers like
ourselves. These factors could lead to decreased demand for our services.
Russia's public support of the military action in Afghanistan could cause Russia
to become a target of terrorist actions. If widespread terrorist acts are
committed in Russia and other markets where we operate, our operations and
financial results could be adversely effected. Further, the terrorist attacks,
military action and threats of future terrorist actions have created volatility
on world stock markets. If such volatility continues, it could negatively affect
our share price.

THE LACK OF CLEAR JURISDICTIONAL BOUNDARIES BETWEEN CENTRAL, REGIONAL, AND LOCAL
AUTHORITIES IN RUSSIA CREATES A VOLATILE OPERATING ENVIRONMENT

                                       3
The relatively new constitutional system adopted by Russia in 1993 does not
specifically delineate jurisdictional divisions between central, regional and
local authorities and during the past several years, regional and local
authorities have acquired a measure of autonomy. Since assuming power, President
Putin has attempted to reassert central control over Russia's numerous and
diverse regions. To the extent that regional and local authorities resist any
realignment of power, President Putin's assertion of central authority may lead
to tensions or even destabilizing conflict between federal authorities in Moscow
and powerful political and financial figures in the regions. In this
environment, businesses that operate in Russia's regions are subject to
sometimes inconsistent and conflicting demands from central, regional and local
authorities, especially in areas concerning state revenue collection. Further,
local and regional interpretation of regulations governing the
telecommunications industry may conflict with federal interpretation of the same
regulations. The lack of clearly delineated jurisdictional boundaries creates an
uncertain and volatile operating environment in which it can be very difficult
to implement a consistent operational strategy.

POLITICAL AND ECONOMIC INSTABILITY IN RUSSIA AND UKRAINE COULD CONTINUE TO
ADVERSELY AFFECT THE DEMAND FOR OUR SERVICES AND OUR ABILITY TO COLLECT ON OUR
INVOICES

     After August 1998, the Russian and Ukrainian economies entered into an
economic downturn that was exacerbated by political instability. Although the
political situation in Russia has recently stabilized, any continued instability
or lack of economic growth in the countries in which we operate could mean that
demand for our services will remain depressed. The failure and subsequent
stagnation of the Russian and Ukrainian economies in 1998 weakened the financial
condition and the results of operations of many of our customers. As a result,
some of these customers were unable to pay our invoices or maintain their
telecommunication services, and our revenues suffered accordingly.

     Demand for our services has recovered since the August 1998 Russian
financial crisis and recent trends indicate that we have surpassed pre-crisis
traffic levels for some of our services, however, the demand for our services
could again become depressed if the Russian and Ukrainian political and economic
situations deteriorate to a degree that may precipitate the reoccurrence of
financial crises.

THE RUSSIAN MONETARY AND CURRENCY CONTROL SYSTEM COULD ADVERSELY AFFECT OUR
ABILITY TO CONVERT RUBLES TO HARD CURRENCY AND MANAGE CASH FLOWS

     The Russian government's default on its obligations to make payments on its
internal debt in August 1998 triggered a substantial decline in the value of the
ruble and the bankruptcy of a number of prominent Russian banks and businesses.
As a result, the value of the ruble against the US dollar fell significantly,
and this decline has negatively affected, and continues to affect, our financial
performance. Our consolidated and non-consolidated entities recorded an
aggregate $13.1 million pre-tax charge in the third quarter of 1998, $5.3
million in fiscal year 1999, $2.0 million in fiscal year 2000, and $0.5 million
in the first half of 2001. These charges related primarily to foreign currency
exchange losses for ruble-denominated net monetary assets. Continued decline in
the value of the ruble would negatively affect our results of operations and
could require us to record another significant pre-tax charge.

     The ruble is generally non-convertible outside Russia, so our ability to
hedge against further devaluation by converting to other currencies is
significantly limited. Within Russia, our ability to convert rubles into other
currencies is subject to rules that restrict the purposes for which conversion
and payment in foreign currencies are allowed. Another default on Russia's
sovereign debt could lead to greater protectionism and stricter controls on
currency conversion.

     We manage intercompany liquidity through a cash-collateralized debt
facility offered through a Western bank operating under a Russian banking
license. If we lose access to this facility or a similar hard currency facility,
our ability to manage our liquidity position and foreign exchange risk may
suffer.

FLUCTUATIONS IN THE GLOBAL ECONOMY MAY ADVERSELY EFFECT RUSSIA'S ECONOMY AND OUR
BUSINESS

     Russia's economy is vulnerable to market downturns, volatile currency
fluctuations and economic recessions in other parts of the world. As has
happened in the past, financial problems or an increase in the perceived risks
associated with investing in emerging economies could dampen foreign investment
in Russia and adversely effect the Russian economy. Additionally, because Russia
produces and exports large amounts of commodities in the world market for hard
currency, the Russian economy is especially vulnerable to world oil prices and
other commodity prices and a steep decline in world commodity prices could
disrupt the Russian economy or cause significant state budgetary shortfalls.
Further, certain economic indicators suggest that certain large economies are on
the edge of, or are in the midst of economic recession. These developments could
severely limit our access to capital and could

                                       4
adversely affect the purchasing power of our customer base. A dramatic decline
in world oil prices could cause severe budgetary shortfalls leading to increased
social and political instability.

REORGANIZATION OF THE RUSSIAN TELECOMMUNICATIONS INDUSTRY MAY INCREASE
COMPETITION

     The Russian government has structured the telecommunications industry so
that one entity, Svyazinvest, controls Rostelecom, our partner in Sovintel, and
most of our other principal wire-line joint venture partners. During the last
several quarters the Russian business press has reported that Rostelecom may be
merged with Svyazinvest. This reorganization could make it more difficult for us
to attract and retain customers because our business relationships with our
joint venture partners, which make up a major component of our business strategy
in Russia, may suffer.

REORGANIZATIONS IN THE UKRAINIAN TELECOMMUNICATIONS SECTOR MAY HAVE STRENGTHENED
THE POSITION OF THE MONOPOLY INCUMBENT AND ENCOURAGED UNFAIR COMPETITION

     In preparation for a large-scale privatization of the telecommunications
industry, the Ukrainian government has reorganized the state telecommunications
sector so that Ukrtelekom, the state telecommunications operator, holds all the
government's interests in the telecommunications industry. The ownership of
Ukrtlecom has been transferred from the State Property Fund to the State
Committee for Communications (effectively the Ministry of Communications). Thus,
the committee responsible for regulating telecommunications in Ukraine now owns
and theoretically regulates the incumbent monopoly. Furthermore, the Ukrainian
government has reached an agreement with the foreign partners of Utel, its joint
venture that provides international and domestic long distance services, to buy
out their interests in the company. When the buyout is completed, it is expected
that Utel will merge with Ukrtelekom.

     The emergence of a single self-regulating Ukrainian telecommunications
monopoly has made it more difficult for us to attract and retain customers
because:

    o   We have no effective recourse against the state monopoly carrier since
        the state regulator controls and manages the monopoly carrier and the
        judiciary system is currently non-functional;

    o   A single Ukrainian self-regulating monopoly is able to create favorable
        market conditions for itself and cause unfavorable conditions for us;

    o   The new company may become a stronger competitor;

    o   Our ability to negotiate reasonable interconnection rates may suffer;
        and

    o   Any subsequent privatization of Ukrtelekom may bring in strong
        management and resources from a major telecommunications operator,
        increasing its competitive strengths.

RUSSIAN AND UKRAINIAN TELECOMMUNICATIONS POLICIES COULD RESTRICT OUR OPERATIONS

     Russian and Ukrainian telecommunications regulations govern the procurement
and continuing validity of our licenses and the terms and conditions under which
we provide services. Adverse changes to these regulations may make it
prohibitively expensive for us to provide services or otherwise frustrate the
implementation of our business plans causing a material adverse effect on our
results of operations.

     Russia's parliament recently adopted legislation which could restrict
foreign ownership of telecommunications operators if necessary to protect the
social order and national security. In addition, the Minister of Communications
has publicly stated that he will review the efficacy of wholly owned foreign
subsidiaries operating in the telecommunications industry. Similarly, the
president of Ukraine recently issued an edict drafted by the Ukrainian National
Security and Defense Board that introduces additional regulations in the
telecommunications industry in Ukraine. Any change to current government
regulations or policies that negatively affects our ownership structure, our
licenses or our ability to obtain licenses in the future would restrict our
operations in Russia and Ukraine.

                                       5
It may be difficult and prohibitively expensive for us to comply with
applicable Russian telecommunications regulations related to state surveillance
of communications traffic. For example, the Russian Communications Law provides
that telecommunications in Russia are confidential and may only be intercepted
by a court order. Nevertheless, we are subject to SORM, the Russian acronym for
the surveillance system operated partly by the government agency responsible for
electronic surveillance. Regulations applicable to SORM require
telecommunications networks to enable state monitoring of electronic traffic.
Full compliance with SORM to monitor voice and data traffic may be overly
burdensome and expensive. Noncompliance with SORM may lead to the administration
of fines, penalties, or the revocation of our operating licenses. Further, some
customers may decline to utilize the services of a telecommunications provider
whose networks are fully SORM compliant.

     Ukrainian regulatory authorities have established mandatory tariff
guidelines for fixed operator services. The national carrier, Ukrtelekom and its
joint venture, Utel, charge settlement fees in excess of the mandatory
guidelines. In addition, the mandatory guidelines set tariffs in local currency
units and the guidelines do not adjust to reflect the creeping devaluation of
the local currency. Consequently, our pricing structure in Golden Telecom BTS
may, from time to time, exceed the limits established in the mandatory
guidelines. Any enforcement action undertaken in regard to the pricing
guidelines by Ukrainian authority could result in fines or in the suspension or
revocation of our Ukrainian licenses.

     Until August 2000, Ukrainian legislation prohibited the establishment and
operation of telecommunications ventures in which foreign investors own more
than 49%. We do not believe that this prohibition extended to indirect
investment by a foreign entity through a wholly owned Ukrainian subsidiary. Our
investments in Golden Telecom (Ukraine) are made both directly through a foreign
company and indirectly through a wholly owned Ukrainian subsidiary. This direct
and indirect investment in Golden Telecom (Ukraine) totals 69%. Golden Telecom
(Ukraine), in turn, recently acquired 99% of Sovam Teleport Ukraine. If
Ukrainian authorities determine that the prohibition against foreign
participation extended to indirect holdings, we would have been in violation of
this legislation. Similarly, if Ukrainian authorities re-instate the prohibitive
legislation against foreign ownership of telecommunications ventures, we could
be found to be in violation of the prohibition. The consequences of any
historical or future violations are unpredictable and may include fines, license
suspension or revocation, or an order to divest a portion of our holdings.

OUR OPERATING LICENSES MAY NOT AUTHORIZE US TO PROVIDE ALL OF THE SERVICES THAT
WE OFFER

     The licensing and regulatory regime in Russia, Ukraine, and the markets in
which we operate frequently do not keep pace with the technological advances in
the telecommunications industry. Thus there exists a great deal of ambiguity in
regard to the interpretation of licenses and the application of rules and
regulations in regard to new services enabled by technological developments in
telecommunications infrastructure and software. Although our operating companies
possess a wide range of licenses issued by the Russian and Ukrainian ministries
of communications, it is possible that the technical means by which we deliver
some of our service offerings, or the service offerings themselves, may be
subject to licensing requirements or restrictions and that our existing licenses
do not satisfy these requirements or that we are in violation of these
restrictions. In the event that regulatory authorities determine that we are
offering services without the requisite license or that we are delivering
services in violation of our existing licenses, one or more of our operating
licenses could be suspended or revoked or we could be subject to fines and
penalties. The suspension, limitation in scope or revocation of a significant
license or the levying of substantial fines could cause deterioration in our
financial results.

RUSSIAN ANTI-TRUST POLICIES MAY LIMIT OUR ABILITY TO EXPAND OUR BUSINESSES AND
TO ESTABLISH MARKET RATES FOR OUR SERVICE OFFERINGS

     Recently the Russian Ministry for Anti-Monopoly Policy (MAP), the state
agency responsible for establishing and enforcing the state's anti-trust
policies, adopted a policy position whereby each licensed telecommunications
operator, including our operating companies, may be classified as a
"monopolist." The policy has been challenged in the Russian court system and
declared to be without effect, but in the event that the MAP policy is
nevertheless successfully enforced, our operating companies may be subject to
increased state regulation, including the regulation of our pricing structures.
Since our product offerings are frequently priced at a premium in comparison
with the state-owned incumbent offerings, it is possible that we could be
required to reduce our tariffs. Any state imposed re-pricing of our product
offerings could result in a deterioration of our financial results and decreased
operating profits. Similarly, if our operating companies in Russia are
classified as monopolists, our merger and acquisition activities will be
subjected to increased scrutiny and MAP may prohibit any mergers or acquisitions
proposed by the operating companies. Any such prohibitions will frustrate our
ability to implement our growth strategy and to combine our operations to
achieve cost and other synergies, which could lead to a decrease in the value of
our common stock.

                                       6
SPECIAL FEES AND TAXES LEVIED AGAINST TELECOMMUNICATIONS OPERATORS COULD
ADVERSELY AFFECT OUR RESULTS OF OPERATIONS

     In May 1999, the Cabinet of Ministers of Ukraine passed a resolution that
would, if it had been enforced, have effectively increased our monthly frequency
use fees from $25,000 per month to $250,000 per month. However, this resolution
was suspended prior to implementation. Still, from time to time, Ukrainian
government officials seek to offset budgetary shortfalls by increasing levies
extracted from the cellular phone industry. For example, in 1999 the Ukrainian
parliament passed legislation introducing a 6% "pension tax" on cellular calls.
This cost is passed along to our Ukrainian customers and may affect the ability
of some of our customers to subscribe to our services. The enactment of other
similar industry-specific legislation may have a material adverse effect on
demand for our services and on our results of operations. Similarly, the results
of our operations could deteriorate if the government introduces any new
frequency fees substantially in excess of the amounts previously budgeted for
frequency fees.

THE PRESENCE OF AND THE FIGHT AGAINST ORGANIZED CRIME MAY ADVERSELY AFFECT OUR
OPERATIONS

     When customers fail to make full payment for services rendered after
several requests for payment, it is our policy to terminate their services until
full payment is received. We believe that some of these customers, particularly
those with links to organized crime, may physically endanger our employees or
damage our properties, especially those in remote regions where police
protection may be limited. As long as organized crime in Russia and Ukraine
remains pervasive, we believe that our employees may be subjected to threats of
violence, our property may be damaged, and we may be subject to threats of
extortion.

     Further, growing social and political pressure for the government to
eliminate corruption and organized crime could precipitate extraordinary
government security measures that could increase our costs, lead to more
restrictive and comprehensive government regulatory oversight of our businesses
and otherwise adversely affect our operations.

RUSSIAN AND UKRAINIAN LEGISLATION MAY NOT ADEQUATELY PROTECT AGAINST
EXPROPRIATION AND NATIONALIZATION

     The governments of Russia and Ukraine have enacted legislation to protect
foreign investment and other property against expropriation and nationalization.
In the event that our property is expropriated or nationalized, legislation
provides for fair compensation. However, we cannot assure you that such
protections would be enforced. This uncertainty is due to several factors,
including:

     o  the lack of state budgetary resources;

     o  the lack of an independent judiciary and sufficient mechanisms to
        enforce judgments; and

     o  widespread corruption among government officials.

     Expropriation or nationalization of our business would obviously be
detrimental to our operations.

BROAD DISCRETION OF RUSSIAN AND UKRAINIAN REGULATORS RESULTS IN INCONSISTENT
LEGISLATION AND UNPREDICTABLE ENFORCEMENT

     The dispersion of regulatory powers among a number of government agencies
in Russia and Ukraine has resulted in inconsistent or contradictory regulations
and unpredictable enforcement. This situation has made it difficult for us to
comply with all laws and regulations that appear to apply to us and has resulted
in unpredictable regulatory enforcement. For example, pursuant to the Russian
Communications Law, Minsvyaz, the Ministry of Communications, has authority to
regulate and control the development of the communications industry in Russia.
However, there is additional legislation that recognizes and defines the roles
of other regulatory organs and jurisdictional boundaries are unclear.

     The Russian Communications Law requires any entity that offers any
communications service to obtain the appropriate license in accordance with the
Communications Law and other applicable licensing regulations. A similar
licensing regime exists in Ukraine. However, neither the Communications Law nor
applicable regulations in Russia or Ukraine provide clear guidelines for the
issuance or extension of a license, and state agencies exercise broad discretion
when determining whether to approve a license application, as well as the terms
and conditions of any license. Similarly, our licenses may not be renewed on the
same terms and conditions as preexisting licenses. Such broad discretion in the
issuance of licenses may result in arbitrary decision making and may also give
rise to opportunities for corruption.

     The Ukrainian regulatory agency requires that the terms of international
licenses include provisions requiring licensees to pay unspecified annual
amounts into local network development. The required amount of investment has
yet to be defined but may be

                                       7
substantial, and we cannot predict whether failure to comply will lead to the
revocation of our license or whether the financial burden associated with
compliance may be so burdensome as to cause a deterioration in our financial
results.

WE MAY BE UNABLE TO ENFORCE OUR RIGHTS DUE TO CONFUSION IN THE LAWS AND LEGAL
STRUCTURES OF THE COUNTRIES WHERE WE OPERATE

     The current confusion with the Russian and CIS legal structure makes it
difficult to know if we would be able to enforce our rights in disputes with our
joint venture partners or other parties, or if we are in compliance with all
applicable laws, rules and regulations. Furthermore, the dispersion of
regulatory power among a number of government agencies in Russia and the other
independent countries of the CIS has resulted in inconsistent or contradictory
regulations and unpredictable enforcement. The Russian and other CIS governments
have rapidly introduced laws and regulations and have changed their legal
structures in an effort to make their economies more market-oriented, resulting
in considerable legal confusion, especially in areas of the law that directly
affect our operations. We cannot assure you that local laws and regulations will
become stable in the future. Our ability to provide services in Russia and the
other independent countries of the CIS could be adversely affected by
difficulties in protecting and enforcing our rights and by future changes to
local laws and regulations.

OUR RUSSIAN AND UKRAINIAN TAX BURDENS MAY BE SIGNIFICANTLY GREATER THAN
CURRENTLY ANTICIPATED

Russia

     It is possible that our Russian taxes may be greater than the estimated
amount that we have expensed to date and paid or accrued on our balance sheets.
Because of the need for additional sources of budgetary finance, Russian tax
authorities are often arbitrary and aggressive in their interpretation of tax
laws and their many ambiguities, as well as in their enforcement and collection
activities. Foreign companies are often forced to negotiate their tax bills with
tax inspectors who demand higher taxes than applicable law appears to provide.
Any additional tax liability, as well as any unforeseen changes in the tax law,
could have a material adverse effect on our future results of operations or cash
flows in a particular period. Under Russian accounting and tax norms, financial
statements of Russian companies are not consolidated for tax purposes. As a
result, each Russian-registered entity in our group pays its own Russian taxes
and we cannot offset the profits or losses in any single entity against the
profits and losses in any other entity. Our overall effective tax rates may
increase or our financial results may worsen as we expand our operations and if
we are unable to implement an effective corporate structure that minimizes the
effect of these accounting and tax norms.

Ukraine

     Like the situation in Russia, Ukrainian tax law is unpredictable and tax
authorities are often arbitrary and aggressive in their interpretation of tax
laws and their many ambiguities, as well as in their enforcement and collection
activities. The constitution prohibits retroactive legislation, and the tax code
requires new tax laws to be adopted no later than six months prior to the
beginning of the next fiscal year. Nevertheless, sudden shifts in tax law and
policy and retroactive legislation are common. For example, we are currently
allowed to deduct losses in hryvna, the Ukrainian currency, on hard currency
borrowings. This allowance resulted in a significant tax benefit in 1998. Recent
decisions by the tax authorities, however, make it unclear as to whether this
tax benefit will continue to be available. If this tax benefit is removed, we
will be subject to significantly higher tax liability in the event of the
continued devaluation of the hryvna.

THE IMPLEMENTATION OF RUSSIA'S NEW TAX CODE MAY INCREASE OUR EFFECTIVE TAX
BURDEN AND ADVERSELY AFFECT OUR RESULTS OF OPERATIONS

     Russia introduced the first part of its new Tax Code in 1999. The second
part of the new Tax Code initially entered into effect as of January 1, 2001
with additional provisions coming into effect as of January 1, 2002. We cannot
assure you that the new Tax Code will not result in a greater tax burden for our
Russian operations or that our tax planning to date will not be frustrated by
provisions of the new code, either of which could cause a material adverse
effect in our operating results and cash flows.

     Tax authorities are beginning to implement the new code but during the
transition period and until appropriate regulations consistent with the new code
are promulgated, there is likely to be a period of confusion and ambiguity as
tax inspectors and taxpayers become acquainted with the new code and the
regulations that will guide its implementation and interpretation. Aggressive
tax collectors may exploit any ambiguities in an attempt to collect additional
tax revenue. In addition, as Russian tax legislation becomes increasingly
sophisticated and as issues connected with capital flight remain unresolved,
state bodies may introduce new legislation designed to minimize tax-avoidance
schemes, such as transfer pricing, that have been abused in the past by
Russian-registered companies. Additionally, Russian legislators may attempt to
collect revenue generated from outside of Russia, but with a strong nexus

                                       8
to Russian nationals or Russian-registered entities, by introducing into the Tax
Code concepts such as "controlled foreign company." As a result of these
measures, our tax burden could increase and our financial results may suffer.

WE MAY BE AT A COMPETITIVE DISADVANTAGE BECAUSE OF RESTRICTIONS IN THE FOREIGN
CORRUPT PRACTICES ACT

     It is widely reported that Russia, Ukraine, and the other markets where we
operate are plagued with widespread corruption and criminal activity. It is
alleged that high levels of corruption exist among governmental officials and
among quasi-commercial enterprises in which the state has an ownership interest.
Commercial bribery is likewise believed to be widespread.

     The anti-bribery restrictions of the US Foreign Corrupt Practices Act make
it illegal for us to give anything of value to foreign officials in order to
obtain or retain any business or other advantage. Some of our current and
potential competitors are not subject to these anti-bribery restrictions. As a
result, we may be subject to competitive disadvantages to the extent that our
competitors are able to secure business, licenses or other preferential
treatment by making payments to corrupt government officials or commercial
purchasing agents. We believe that bribery is commonplace in Russia and the
other countries of the Commonwealth of Independent States where we operate, and
we cannot ensure that we will be able to compete effectively with companies that
are free from such limitations.

                       RISKS ASSOCIATED WITH OUR BUSINESS

WE ARE IN A HIGHLY COMPETITIVE INDUSTRY AND OUR COMPETITORS MAY BE MORE
SUCCESSFUL IN ATTRACTING AND RETAINING CUSTOMERS

     The market for our products and services is highly competitive and we
expect that competition, especially in underdeveloped markets, will continue to
intensify. As we expand the scope of our offerings, we will compete directly
with a greater number of competitors providing business services in the same
markets. Negative competitive developments could have a material adverse effect
on our business and the trading price of our stock.

     Specifically, in our Internet business, a large number of web sites and
online services as well as high-traffic e-commerce merchants offer or are
expected to offer informational and community features that are or may be
competitive with the services that we offer. In order to effectively compete, we
may need to expend significant internal resources or acquire other technologies
and companies to provide or enhance such capabilities. Any of these efforts
could have a material adverse effect on our business, operating results and
financial condition and be dilutive to our stockholders.

MARKET CHANGE MAY IMPACT OUR ABILITY TO SUSTAIN GROWTH LEVELS

     Because of the uncertain nature of the rapidly changing market for Internet
products and services we offer, period-to-period comparisons of operating
results are not likely to be meaningful. In particular, although we experienced
strong subscriber growth during 1999 and 2000 in our dial-up Internet access
business, we are not certain that this level of subscriber growth on a
percentage basis will be sustained in future periods. In addition, we currently
expect that our operating expenses will continue to increase significantly as we
expand our sales and marketing operations, continue to develop and extend the
Russia-On-Line brand, fund greater levels of product development, develop and
commercialize additional media properties, and acquire complementary businesses
and technologies. If we are unable to achieve long-term revenue growth in the
Internet market, our financial results will be adversely affected.

OUR NETWORK MAY NOT BE ABLE TO SUPPORT THE GROWING DEMANDS OF OUR CUSTOMERS

     The uninterrupted operation of our network is vital to our success. The
stability of our systems depends on our ability to provide sufficient capacity
to meet the needs of our customers, and that, in turn, depends on the
integration of suitable technology into our networks. As we continue to increase
both the capacity and the reach of our network, and as traffic volume continues
to increase, we will face increasing demands and challenges in managing our
circuit capacity and traffic management systems. Any prolonged failure of our
communications network or other systems or hardware that causes significant
interruptions to our operations could seriously damage our reputation and result
in customer attrition and financial losses.

     It is possible that the current economic difficulties and historical
circumstances in Russia may create difficulties in maintaining our network. We
rely to a significant degree on the Russian network being able to deliver our
services, and the Russian network's underdevelopment may hinder our ability to
obtain sufficient capacity for our traffic volumes, especially as we expand our
Internet access business. Moreover, it is increasingly difficult to expand
within Moscow because the existing Russian network does not have

                                       9
sufficient capacity, and we may be unable to procure enough telephone numbers
and connection lines for our customers utilizing dial-up Internet access
services. These factors may have a material adverse effect on our expansion
plans and our ability to provide services to new customers.

     In addition, the telecommunications industry is subject to rapid and
significant changes in technology. We cannot predict the effect of technological
changes on our business, even though our operations depend on our ability to
integrate new and emerging technologies successfully.

WE MAY HAVE DIFFICULTY SCALING AND ADAPTING OUR EXISTING ARCHITECTURE TO
ACCOMMODATE INCREASED TRAFFIC AND TECHNOLOGY ADVANCES

     Much of the telecommunication network architecture that we employ and the
architecture of local public networks were not originally designed to
accommodate levels or types of use that we hope to experience on our online
properties and it is unclear whether current or future anticipated levels of
traffic will result in delays or interruptions in our service. In the future, we
may be required to make significant changes to our architecture, including
moving to a completely new architecture, or we may be required to invest in
upgrades to the local public networks. If we are required to switch
architectures, we may incur substantial costs and experience delays or
interruptions in our service. If we experience delays or interruptions in our
service due to inadequacies in our current architecture or as a result of a
change in architectures, users may become dissatisfied with our service and move
to competing providers of online services. Any loss of traffic, increased costs,
inefficiencies or failures to adapt to new technologies and the associated
adjustments to our architecture would have a material adverse effect on our
business.

WE RELY ON A SMALL NUMBER OF MAJOR CUSTOMERS FOR A SUBSTANTIAL PORTION OF OUR
REVENUES

     Revenues from our five largest customers represented approximately 30% of
our revenue for the six months ended June 30, 2001, 32% of our revenue for the
year ended December 31, 2000 and approximately 37% of our consolidated revenues
for the year ended December 31, 1999. Accordingly, the loss of business from any
of our key customers, or a reduction in tariffs charged to these customers could
have a material adverse effect on our financial condition and results of
operations.

     Vimpelcom, a Moscow cellular provider and our largest customer, has its
prices regularly reviewed in the light of market conditions, which generally
leads to a reduction in the fees paid to the CLEC Services division of TeleRoss.
Revenues from Vimpelcom and its affiliates represented approximately 14% of our
revenue for the six months ended June 30, 2001, 16% of our consolidated revenues
for the year ended December 31, 2000 and approximately 21% of our consolidated
revenues for the year ended December 31, 1999. We agreed to reductions in
Vimpelcom's fees through 1999 and 2000 and we may agree to further reductions in
the future. Further negotiations may lead to a significant additional reduction
in payments by Vimpelcom and may have a material adverse effect on our
consolidated revenues. In addition, although we are currently unaware of any
plans on the part of our key customers to move their business to other carriers,
we cannot assure you that they will not reduce their reliance on us by
developing relationships with other service providers.

FALLING PRICES FOR OUR SERVICES MAY LEAD TO A DECLINE IN REVENUES

     Prices for international and domestic long distance calls, as well as
Internet access and wireless services, have fallen substantially over the last
few years in most of our current and potential markets. We expect that the
prices for our services will continue to decrease for the foreseeable future as
competitive pressures increase. These reductions are attributable, in part, to
increased competition and the creeping devaluation of the currencies in the
markets where we operate. Unlike us, most local carriers do not link their
prices to the dollar exchange rate, so as the local currency devalues, their
prices become relatively cheaper than our prices. In order to compete with these
local operators, we expect that we will continue to lower our tariffs, which may
result in declining margins.

WE ARE BUILDING VALUE INTO THE RUSSIA-ON-LINE BRAND AND THE COSTS OF MAINTAINING
AND ENHANCING OUR BRAND AWARENESS ARE INCREASING

     We believe that maintaining and expanding the Russia-On-Line brand is an
important aspect of our efforts to attract and expand our user and advertiser
base. We also believe that the importance of brand recognition will increase due
to the growing number of Internet sites and the relatively low barriers to
entry. We expect to spend considerable money and resources on the establishment
and maintenance of the Russia-On-Line brand. However, because the number of
Internet navigation, commerce, community and service companies continues to grow
dramatically, we expect that it will become increasingly difficult and, due to
increased competition,

                                       10
expensive, to obtain quality television, radio, magazine, Internet and other
advertising space. We may not be able to successfully maintain or enhance
consumer awareness of our brand and, even if we are successful in our branding
efforts, such efforts may not be cost-effective. If we are unable to maintain or
enhance consumer awareness of the Russia-On-Line brand in a cost-effective
manner, our business, operating results and financial condition would be
materially and adversely affected.

WE MAY BE SUBJECT TO LEGAL LIABILITY FOR OUR ONLINE SERVICES

     We host a wide variety of services that enable individuals to exchange
information, generate content and engage in various online activities. The law
in the jurisdictions in which we operate and in most other jurisdictions
relating to the liability of providers of these online services for activities
of their users is currently unsettled. Claims in some jurisdictions have been
threatened and brought against service providers for defamation, negligence,
copyright or trademark infringement, unlawful activity, and tort. Due to the
unsettled nature of the law in this area, we may be subject to these and other
actions in the jurisdictions in which we conduct our business. Our defense of
any such actions could be costly and could distract our management and other
resources.

OUR DEPENDENCE ON THIRD PARTY CONTENT PROVIDERS SUBJECTS US TO RISKS

     Our future success depends upon our ability to aggregate compelling content
and deliver that content through our online properties. Much of the content that
attracts users to the Russia-On-Line properties is licensed from third parties.
Our ability to maintain and build relationships with third-party content
providers will be critical to our success. We may be unable to enter into or
preserve relationships with the third parties whose content we seek to obtain.
In addition, as competition for compelling content increases, content providers
may increase the prices at which they offer their content. An increase in the
prices charged to us by third-party content providers could have a material
adverse effect on our business, operating results and financial condition.

     When we acquire content from third parties we are frequently unable to
ensure that these third parties have the exclusive rights to this content and
possess full right to provide this content to us on the terms and conditions to
which we have agreed. Other parties may have legal rights to the content that is
provided to us and may seek additional payment from us for this content. Other
parties may seek to prevent us from utilizing this content or may initiate
litigation to recover perceived financial losses arising from the use of this
content. If we are unable to license or acquire compelling content for our
online properties from third parties, due to the termination of existing
relationships or the inability to continue to establish relationships with third
party content providers, or if other companies are able to broadcast content
that is similar to or the same as that provided by us, the number of users on
our online properties may not grow at all or at a slower rate than anticipated,
which would decrease our revenue.

RUSSIAN MEDIA PROPERTIES AND THE CONTENT OF OUR INTERNET PORTALS MAY BE SUBJECT
TO INCREASED EDITORIAL SCRUTINY BY GOVERNMENTAL AUTHORITIES

     It has been widely reported in the international press that the Russian
government is increasingly exercising direct and indirect control over media
properties and the editorial content of news providers. There has been
speculation in the same press that media properties that are critical or
non-supportive of governmental policies or initiatives may be subject to
increased governmental scrutiny or harassment. It has been reported that the
Russian government is actively involved in the current ownership and shareholder
dispute involving a leading independent television station and its affiliated
media properties. This dispute may result in the transfer of ownership in or
expropriation of these media properties.

     A wide range of topical news is available on our Internet portals. Third
party writers and organizations provide the vast majority of this news. It is
our expectation that these Internet portals will continue to generate
advertising revenue and support our Internet access business. If governmental
authorities determine that the editorial views expressed in the content on our
Internet portals is detrimental to or inconsistent with the interests of the
state, our operating licenses could be suspended or revoked, we could be
subjected to fines or other penalties or we could otherwise be required to cease
the operations of our media and other properties. If governmental authorities
determined that foreign ownership of media properties is detrimental to the
interests of the state, we could be required to divest these properties or we
could be denied the licenses or permits necessary to operate these properties.
Any undue governmental intrusion into the operations of our media properties
could frustrate our ability to implement our business strategy and could cause
our financial results to deteriorate.

                                       11
WE MUST MANAGE OUR GROWTH, INCLUDING THE INTEGRATION OF RECENTLY ACQUIRED
COMPANIES, SUCCESSFULLY IN ORDER TO ACHIEVE OUR DESIRED RESULTS

     We have experienced significant growth in personnel in the short and medium
term as the result of acquisitions and expect such growth to continue. As the
number of our employees grows, it will become increasingly difficult and more
costly to manage our personnel. As part of our business strategy, we have
completed several acquisitions, including our recent acquisitions of Glasnet,
Nevalink, Fintek, KIS, Referat.ru, Absolute Games, InfoArt, the Agama family of
assets, and the Cityline group of companies and expect to enter into additional
business combinations and acquisitions. Acquisition transactions are accompanied
by a number of risks, including:

     o  the difficulty of assimilating the operations and personnel of the
        acquired companies;

     o  the potential disruption of our ongoing business and distraction of
        management;

     o  the difficulty of incorporating acquired technology or content and
        rights into our products and media properties and unanticipated expenses
        related to such integration;

     o  the potential negative impact on reported earnings;

     o  the possibility that revenues from acquired businesses may not
        materialize as anticipated, especially advertising revenues from our
        portal acquisitions;

     o  the impairment of relationships with employees and customers as a result
        of any integration of new management personnel; and

     o  the contingent liabilities associated with acquired businesses,
        especially in the markets where we operate.

     We may not be successful in addressing these risks or any other problems
encountered in connection with our completed and future acquisitions and our
operating results may suffer as a result of any failure to integrate these
businesses with our existing operations.

OUR INTELLECTUAL PROPERTY RIGHTS ARE COSTLY AND DIFFICULT TO PROTECT

     We regard our copyrights, trademarks, trade dress, trade secrets, and
similar intellectual property, including our rights to certain domain names, as
important to our continued success. We rely upon trademark and copyright law,
trade secret protection and confidentiality or license agreements with our
employees, customers, partners and others to protect our proprietary rights.
Still, intellectual property rights are especially difficult to protect in the
markets where we operate. In these markets the regulatory agencies charged to
protect intellectual property rights are inadequately funded, legislation is
underdeveloped, piracy is commonplace and enforcement of court decisions is
difficult. We cannot guarantee that the steps we have taken to protect our
proprietary rights will be adequate.

WE COMPETE WITH ESTABLISHED COMPETITORS WHO MAY HAVE GREATER RESOURCES THAN
WE DO

     Our competitors include incumbent Russian and Ukrainian operators and other
large international telecommunications providers doing business in the
Commonwealth of Independent States. Our competitors may have substantially
greater resources, closer ties to governmental authorities and longer operating
histories. These advantages may give them a competitive edge over alternative
providers like us. This competition may result in a loss of customers, falling
prices and a decline in revenues.

     We compete with large established national carriers, some of which are
powerful companies with political connections, as well as joint ventures of
large international operators doing business in Russia and Ukraine. Such
ventures include Global One and Combelga in Russia and Ukrtelecom and Utel in
Ukraine. Other competitors are alliances among telecommunications companies,
companies that own equipment and networks, companies that purchase and resell
the services of other carriers, Internet service providers and other providers
of bundled services. We may also face increasing competition from wireless
telephone companies and satellite companies. Many of these competitors,
including the Russian incumbent operators, have established customer bases and
extensive brand name recognition and possess greater financial, management and
other resources. Our results of operation would suffer if we are unable to keep
up with the increasing levels of competition in the countries in which we
operate.

                                       12
OUR RELATIONSHIPS WITH OUR JOINT VENTURE PARTNERS LIMIT OUR INDEPENDENCE AND OUR
FLEXIBILITY

     We depend to a significant degree on local partners in our joint ventures
to provide us with interconnection with local networks, regulatory and marketing
expertise and familiarity with the local business environment. They also help to
facilitate the acquisition of necessary licenses and permits. As a result, any
significant disruption in our relationship with these parties could make it more
difficult for us to expand our operations and to maintain our existing services.

     Under the terms of some of our joint venture agreements, we have the right
to nominate key employees, direct operations and determine strategies for these
joint ventures. However, our partners in some ventures have the ability to
frustrate our exercise of these rights. Significant corporate decisions by most
ventures, such as approving budgets and business plans, declaring and paying
dividends, and entering into substantial transactions, effectively require the
consent of our local partners. Moreover, we would prefer not to take significant
actions without the consent and support of our partners. Accordingly, we do not
have unilateral control over the operations of our joint ventures.

     In addition, until recently Ukrainian legislation restricted the level of
foreign ownership in the telecommunications industry. These regulations, if
revived, may restrict our ability to increase our holdings in ventures and
increase our reliance on local partners who may lack significant financial
resources and may be unable to meet capital calls at the level of their
ownership interests.

OUR PARTNERS ARE OFTEN ALSO OUR COMPETITORS

     Notwithstanding our agreements with our joint venture partners, they
sometimes compete directly with our joint ventures. Competition with our joint
venture partners in the same markets may create conflicts of interest and may
result in a loss of customers. For example, our partner in Sovintel, Rostelecom,
is the dominant international and domestic long distance carrier in Russia.
Similarly, most of our regional partners across Russia offer local and long
distance services in competition with our local joint ventures and TeleRoss.

     We may consider acquiring some of our partners' interests in certain joint
ventures if we are able to do so within regulatory guidelines and on
commercially attractive terms. If we were to make such acquisitions, we expect
that we would continue to employ local personnel in order to retain the benefit
of their local expertise. After an acquisition, however, we would be directly
competing with a powerful, formerly state-owned enterprise that had been our
partner before we acquired its interest. In some such acquisitions, we would
have to rely on this partner-turned-competitor to gain access from our networks
to customer sites along the so-called "last mile". It is possible that this
competitor would attempt to create adverse operating conditions for our business
leading to a worsening of our operating results.

OUR TARGETED CUSTOMERS MAY NOT SELECT A PRIVATELY OWNED, FOREIGN ENTITY FOR
THEIR COMMUNICATIONS NEEDS

     Before 1991, the telecommunications industry in the countries where we
operate was wholly-owned and controlled by the state. After 1991, private
companies, including foreign companies, entered these markets as
telecommunications service providers. Many potential customers may be unwilling
to entrust their communications systems to non-state-controlled companies, and,
in particular, to foreign companies. Furthermore, state entities that require
the types of services that we offer may refuse to select a service provider that
is registered in other jurisdictions. Because we are a foreign company, some of
our targeted customers may decide not to utilize our telecommunications
offerings.

FAILURE TO LEASE SUFFICIENT AND RELIABLE TRANSMISSION CAPACITY AT REASONABLE
COSTS COULD CAUSE US TO INCUR LOSSES

     Historically, we have leased a substantial portion of our network
transmission capacity under agreements that generally have twelve- to
thirty-six-month fixed terms. In addition to this capacity, we recently leased
significant additional international capacity that we intend to utilize for data
transmission under long-term lease agreements that may be extended up to fifteen
years. We rely on third parties' ability to provide capacity to us. These third
parties themselves may be receiving capacity from others. If our lease
arrangements deteriorate or terminate and we are unable to enter into new
arrangements or if the entities from whom we lease such capacity are unable to
perform their obligations under such arrangements, our cost structure, service
quality and network coverage could be adversely affected.

     We currently rely on Rostelecom, the exclusive supplier of international
switched voice channels in Russia, to lease transmission capacity to us, and we
rely on local operators for last-mile access to end-users. These companies may
be subject to political and economic pressures not to lease capacity to foreign
operators or competitors. Any changes in regulation or policies that restrict us
from leasing adequate capacity could have an adverse effect on our business.
Local telecommunications operators may, for business reasons or otherwise,
resist giving us access to the last mile.

                                       13
THE SATELLITES WE USE TO TRANSMIT LONG DISTANCE SIGNALS MAY MALFUNCTION

     Our domestic long distance business throughout Russia and other countries
of the Commonwealth of Independent States relies on a satellite to receive and
transmit caller signals. Satellites are subject to significant risks that may
prevent or impair proper commercial operation, including satellite defects, loss
of power, loss of orbit or damage from passing objects. One of our Russian
satellites has not remained stationary in its orbit and, consequently, we have
switched our signal transmission to an Intelsat satellite. The operation of the
satellite that we use to transmit caller signals is beyond our control, and,
although we have backup capacity on other satellites, a disruption of
transmission on these satellites could adversely affect our domestic long
distance operations.

WE MAY BE UNABLE TO RAISE ADDITIONAL CAPITAL NECESSARY TO IMPLEMENT OUR BUSINESS
STRATEGY

     We will need additional capital to maintain and expand our networks. Our
ability to raise funding to pursue our strategies depends on our access to
capital markets. At the present time, we feel that our current cash reserves and
cash flows from operations should be sufficient to finance our capital
requirements for the next 12 months. However, market conditions and other
factors, especially large or numerous acquisitions, may cause us to seek
additional financing sooner. Significant elements of our business strategy that
may require substantial capital expenditures include the following:

     o  the construction or the acquisition of fiber optic links between heavy
        traffic routes;

     o  expanding our existing network infrastructure to other parts of Russia,
        Ukraine and other countries of the Commonwealth of Independent States;

     o  developing additional Internet capability and acquiring other Internet
        service providers;

     o  expanding our wireless capabilities, including investments in upgraded
        technology; and

     o  pursuing consolidation opportunities through acquisitions.

     In addition, we will need to maintain our existing infrastructure. The
costs for expanding and maintaining our infrastructure may exceed projected
costs and result in unforeseen deficits.

     If we fail to generate sufficient funds from a combination of operating
cash flow and additional debt or equity financing, we may have to delay or
abandon our expansion plans or fall behind in our maintenance obligations. Any
of these events could have a material adverse effect on our operations.

OUR BILLING AND MANAGEMENT INFORMATION SYSTEMS MAY NOT BE ABLE TO MEET OUR NEEDS

     We encounter difficulties in using and enhancing our billing and management
information systems and in integrating new technology into such systems. We have
historically operated through distinct companies, but we are in the process of
integrating our billing and management information systems so that we will be
able to bill our customers and to manage other administrative tasks through a
single system. If we are unable to integrate and upgrade our billing and
management information systems to support our integrated operations, we may not
be able to record accurate call details or bill our customers promptly and
accurately.

     Additionally, any damage to our network management center or our major
switching centers could harm our ability to monitor and manage network
operations and generate accurate call detail reports from which we derive our
billing information.

     In our operations outside Moscow, Kiev and St. Petersburg, we rely on our
ventures' switches to provide information necessary to generate invoices. We
cannot ensure that their systems will meet our needs or the needs of our
customers.

WE ARE EXPOSED TO RISKS OF BAD DEBT AND FRAUD

     We have experienced problems relating to the failure of some customers to
make full payment for services rendered and to the fraudulent use of our access
codes to Internet and cellular services. These risks are particularly high in
our markets because of the poor health of the economies in the CIS and the
credit of Russian companies. Furthermore, it is difficult for us to gauge the

                                       14
creditworthiness of most of our customers because there are no reliable
mechanisms for evaluating their financial condition and because credible credit
reports on Russian and Commonwealth of Independent States companies and
individuals are usually not available. We expect that the credit risk of our
customer base will increase as the share of our revenue derived from small- to
medium-sized enterprises and from service provider/reseller customers'
increases.

OUR INTERNAL CONTROLS MAY BE INSUFFICIENT TO ENSURE THAT WE COMPLY WITH
APPLICABLE LAWS

     Our reporting and control standards may be insufficient to ensure that
certain practices comply with all applicable laws. If we or any of our ventures
are found to be involved in unlawful practices, then we may be exposed, among
other things, to significant fines, the risk of prosecution or the loss of our
licenses. Russia and the other countries of the Commonwealth of Independent
States have inadequate corporate management and financial reporting legal
requirements, and have underdeveloped banking, computer and other internal
control systems. These countries often have commercial practices and legal and
regulatory frameworks that differ significantly from practices in the United
States and other Western countries. The application of the laws of any
particular country is not always clear or consistent. As a result, it is often
difficult to hire qualified management and accounting staff who can ensure
compliance with changing legal requirements. Thus, we have had and may again
have, difficulty establishing internal management, legal and financial controls,
preparing financial statements and corporate records, and instituting business
practices that meet Western standards.

     In light of these circumstances, in the second half of 1996, we increased
our efforts to improve our management and financial controls and business
practices. In early 1997, we retained special outside counsel to conduct a
thorough review of our business practices in the emerging markets in which we
operate. In addition, in June 1999, our special counsel completed an update of
the 1997 review in Russia and Ukraine. Neither the review nor the update
identified any violations of law that we believe would have a material adverse
effect on our financial condition. However, we cannot ensure that all potential
deficiencies have been properly identified or that governmental authorities will
not disagree with our assessment. If our control procedures and compliance
programs are not effective or the government authorities determine that we have
violated any law, depending on the penalties assessed and the timing of any
unfavorable resolution, our future results of operations and cash flows could be
materially adversely affected.

LOSS OF KEY PERSONNEL COULD AFFECT OUR GROWTH AND FUTURE SUCCESS

     We believe that our growth and our future success will depend in large part
upon a small number of key executive officers, as well as on our ability to
attract and retain highly skilled personnel to work in Russia and other parts of
the Commonwealth of Independent States, including senior management and
technical personnel. The competition for qualified technical personnel who are
familiar with the telecommunications industry in the Commonwealth of Independent
States is intense, particularly outside the major urban centers. We cannot
assure you that we will be able to hire and retain qualified personnel.

OUR INVESTMENT IN MCT CORP. MAY FAIL TO PRODUCE THE INTENDED RESULTS

     In the fourth quarter of 2000, we contributed our Russian Mobile Services
division to MCT Corp. in exchange for an equity interest of approximately 24% in
MCT Corp. At the same time, we extended a $9.0 million convertible loan to MCT
Corp. We do not actively participate in the day-to-day management of MCT Corp.
and do not control its operations. MCT Corp., in turn, does not control all of
its joint ventures. MCT Corp. operates its businesses in some geographic areas,
such as Uzbekistan and Tajikistan, where we have limited experience. MCT Corp.
has substantial debt obligations which they may be unable to meet without
significant cash infusions. MCT Corp. operates in a very competitive industry in
a difficult environment. We cannot guarantee that MCT Corp. will be able to
raise the additional capital that it requires to service its debt obligations
and to implement its business strategy. In the event that MCT Corp. is unable to
attract the capital and resources necessary to implement its business strategy
and to service its debt burden, we may be required to take a charge to earnings,
which would worsen our financial results and cause a decrease in the value of
our common stock.

ANY US AND OTHER WESTERN JUDGMENTS YOU MAY OBTAIN AGAINST US MAY NOT BE
ENFORCEABLE IN OTHER COUNTRIES

     Substantially all of our assets are located in Russia and Ukraine. Although
arbitration awards are generally enforceable in Russia and Ukraine, judgments
obtained in the US or other Western courts, including those with respect to
federal securities law claims, may not be enforceable. Therefore, any US or
other Western court judgment obtained against us or any of our operating
companies may not be enforceable in Russia or Ukraine.

                                       15
RISKS ASSOCIATED WITH OUR POSITION AS A RECENTLY ESTABLISHED COMPANY

ADDITIONAL FINANCING

     We have a limited operating history as a stand-alone company. Prior to the
IPO, our working capital requirements were satisfied pursuant to the
corporate-wide cash management policies of our former parent, GTS. We do not
have any agreements with our major shareholders to provide financial assistance
and cash injections to us. We believe that the proceeds from the IPO and our
cash flows from operations will be sufficient to finance our capital
requirements for the next 12 months. Should market conditions change or we
decide to make especially large or numerous acquisitions, we may need to seek
additional financing and we cannot ensure that we will be able to obtain
financing on favorable terms. In this case, our cost of capital would be higher
than that reflected in our historical financial statements. In addition, we may
need to issue additional equity. Any additional sales of our equity interests
may dilute existing shareholders and any new debt instruments may add further
restrictive covenants, interest and other obligations.

WE HAVE INCURRED NET LOSSES AND EXPECT FUTURE LOSSES

     If considered as a stand-alone entity, we have incurred net losses for the
past five years. We expect to continue to incur net losses as we spend
substantial resources on expanding our network, maintaining our existing
network, participating in the consolidation of the communications industry in
Russia and the other countries of the Commonwealth of Independent States and
marketing. We cannot assure you that we will achieve or sustain profitability.

THE RELEVANCE OF OUR FINANCIAL INFORMATION MAY BE LIMITED

     The financial information we have incorporated by reference may not reflect
what our results of operations, financial position and cash flows would have
been had we been a separate, stand-alone entity during the periods presented or
what our results of operations, financial position and cash flows will be in the
future. The financial information incorporated by reference herein does not
necessarily reflect the many significant changes that have and will occur in our
business and the funding of our operations as a result of our separation from
GTS, our recent IPO and recent changes in our shareholding structure.

WE HAVE NOT IDENTIFIED SPECIFIC USES OF OUR CASH RESOURCES

     We intend to use the funds we have now for potential acquisitions and
business development, network expansion, working capital and general corporate
purposes. Our management will have significant flexibility in applying these
funds. We may, when an appropriate opportunity arises, use a portion, or all, of
the funds to acquire or invest in businesses, products or new technologies. Our
management's failure to apply these funds effectively could cause our business
to suffer.

                RISKS ASSOCIATED WITH OUR SHAREHOLDING STRUCTURE

     In May 2001, Global TeleSystems, Inc. ("GTS"), our former majority
shareholder, sold approximately 12.2 million shares of our common stock, or an
approximately 50% stake in the Company, to a group of investors led by Alfa
Bank, a leading Russia-based financial and industrial concern ("Alfa"), and two
of our current shareholders, Capital International Global Emerging Markets
Private Equity Fund ("Capital") and investment vehicles controlled by Barings
Private Equity Partners Group ("Barings"). Alfa Telecom Limited ("Alfa
Telecom"), a British Virgin Islands company, acquired approximately 10.7
million, or about 43.8%, shares of our then outstanding common stock. Barings
increased its ownership position in the Company to approximately 1.9 million, or
about 7.6%, of the then outstanding shares of our common stock, and Capital
increased its ownership position in the Company to 2.2 million, or about 8.8%,
shares of the then outstanding amount of our common stock. These purchasers also
acquired options from GTS which they transferred to us and which we exercised to
acquire 2,272,727 shares of our common stock, thereby increasing the relative
ownership of Alfa, Capital and Barings to 48.02%, 9.69% and 8.74% respectively.
GTS continues to hold 588,479 shares of our common stock or about 2.63% of the
Company.

OUR SIGNIFICANT SHAREHOLDERS HAVE ENTERED INTO A SHAREHOLDERS AGREEMENT WHEREBY
THESE SHAREHOLDERS EXERCISE EFFECTIVE CONTROL OVER OUR BOARD OF DIRECTORS

     In May 2001, Global TeleSystems Europe Holdings, B.V. (as assignee of GTS),
Alfa Telecom, Capital, and Barings entered a Shareholders' Agreement that allows
these shareholders to exercise effective control over our Board of Directors. In
accordance with the terms of a Standstill Agreement, the Shareholders Agreement
provides that Alfa Telecom, Capital and Barings together control six

                                       16
of the seats on the Company's nine member Board of Directors. These directors
could take actions that may adversely effect the interests of minority
shareholders.

GTS MAY REQUIRE US TO REGISTER FOR SALE INTO THE MARKET ITS REMAINING 2.63% OF
OUR OUTSTANDING COMMON SHARES

     It has been reported that GTS, the owner of approximately 2.63% of our
outstanding common shares, has been experiencing financial difficulties.
Consequently, GTS may need to raise cash quickly by selling its remaining 2.63 %
of our outstanding common shares. Our shares are lightly traded on public
markets and any large sales of our shares on the open market could substantially
lower the price of our common stock.

THE CURRENT GOVERNMENT'S WELL-PUBLICIZED CAMPAIGN AGAINST RUSSIA'S SO-CALLED
"OLIGARCHS" COULD HAVE ADVERSE EFFECTS ON OUR COMPANY

     It has been widely reported in Russian and foreign media that the Russian
government is exerting pressure on the so-called "oligarchs" to cause them to
divest their commercial interests in certain economic areas of activity. The
media has reported also that the government has exerted significant influence on
companies owned or controlled by the oligarchs through tax inspections,
management changes, threats of and actual prosecution of management and key
officials, and other means. Real and perceived pressure on the oligarchs and
their businesses has seriously affected the economic activities of these
enterprises and their management.

       If the current or future governments in Russia were to apply significant
pressure on Alfa Telecom and its affiliated companies, it could have serious
adverse effects on the operations and financial results of our Company. Such
effects could include, but would not be limited to, the inability of the Board
of Directors to act independently from external pressure and the distraction of
management from the day-to-day operations of the Company.

                RISKS ASSOCIATED WITH OUR SHARES OF COMMON STOCK

OUR ABILITY TO PAY DIVIDENDS ON OUR COMMON STOCK MAY BE LIMITED

     We do not expect to pay any cash dividends in the foreseeable future. If we
raise any capital in the future, we may be restricted from paying dividends
under the terms of such financings. In addition, the governments in the
countries where we operate may further devalue their currencies and take other
actions that may restrict the ability of our subsidiaries to declare and pay
dividends.

OUR SHARE PRICE HAS BEEN AND MAY CONTINUE TO BE HIGHLY VOLATILE

     The price of our shares has been subject to significant volatility since
our initial public offering. In addition, a number of particular factors may
adversely affect the market price of our shares or cause the market price to
fluctuate and decline materially. These factors include:

     o  issues concerning the perceived risks of investing in Russia and the
        CIS, including significant ownership of our shares by a company that is
        part of a large Russia-based financial and industrial concern;

     o  the limited number of our shares available for trading in public
        markets;

     o  introduction of new services;

     o  the potential sale of any large blocks of our shares by our management
        or large shareholders;

     o  mergers and strategic alliances in the telecommunications industry; and

     o  inconsistent government regulation in the Russian and Ukrainian
        telecommunications industries.

     In recent years, the market for stock in technology, telecommunications and
computer companies has been highly volatile. This is particularly true for
companies with relatively small capitalization, such as ours.

                                       17
FORWARD LOOKING STATEMENTS

     Certain statements contained in this prospectus and other parts of this
document are forward-looking and concern our projected operations, economic
performance and financial condition. These forward-looking statements are made
pursuant to the safe harbor provisions of the Securities Litigation Reform Act
of 1995. You should note that such statements involve risks and uncertainties
and that actual results may differ materially from those expressed or implied by
such forward-looking statements. Among the key factors that have a direct
bearing on our results of operations, economic performance and financial
condition are the commercial and execution risks associated with implementing
our business plan, the shifting political, economic and legal environment in the
markets in which we operate, increasing competitiveness in the
telecommunications and Internet-related businesses that may limit our growth
opportunities, and increased and intense downward price pressures on some of the
services that we offer. These and other factors are discussed in our Form 10-K,
other SEC filings and elsewhere in this Prospectus.

     Additional information concerning factors that could cause results to
differ materially from those in the forward-looking statements are contained in
this Prospectus. Additional information may also be contained in the filings
with the U.S. Securities and Exchange Commission submitted by Global
TeleSystems, Inc., the former majority shareholder in the Company.

     In addition, any statements that express, or involve discussions as to,
expectations, beliefs, plans, objectives, assumptions or future events or
performance (often, but not always, through the use of words or phrases such as
"will likely result," "are expected to," "estimated," "intends," "plans,"
"projection" and "outlook") are not historical facts and may be forward-looking
and, accordingly, such statements involve estimates, assumptions and
uncertainties which could cause actual results to differ materially from those
expressed in the forward-looking statements. Accordingly, any such statements
are qualified in their entirety by reference to, and are accompanied by, the
factors discussed throughout this Prospectus and investors, therefore, should
not place undue reliance on any such forward-looking statements.

     Further, any forward-looking statement speaks only as of the date on which
such statement is made, and we undertake no obligation to update any
forward-looking statement or statements to reflect events or circumstances after
the date on which such statement is made or to reflect the occurrence of
unanticipated events. New factors may emerge from time to time, and it is not
possible for management to predict all of such factors. Further, management
cannot assess the impact of each such factor on our business or the extent to
which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements.

                                       18
SELLING STOCKHOLDERS

     The following table sets forth certain information regarding ownership of
our common stock and rights to acquire common stock by each of the Selling
Stockholders under this prospectus as of October 19, 2001. For the purposes of
this table, a person or group of persons is deemed to have "beneficial
ownership" of any shares which such person or group has the right to acquire
within 60 days after such date, but such shares are not deemed to be outstanding
for the purpose of computing the percentage ownership of any other person.

     The percentage of ownership for each beneficial owner is based upon
24,621,958 shares of common stock issued and 22,349,231 shares outstanding, both
as of October 19, 2001.

     The Selling Stockholders may sell their shares in the over-the-counter
market, in the Nasdaq Stock Market, in privately negotiated transactions or
otherwise. Shares will be sold at market prices prevailing at the time of sale,
at prices related to such prevailing market price or at negotiated prices.
Transferees of these stockholders or other persons acquiring shares, including
brokers who borrow the shares to settle short sales of the common stock, may
also use this prospectus.

     The Selling Stockholders will receive all of the net proceeds from the
sales of shares and will pay any underwriting discounts and selling commissions.

     This prospectus covers shares of our common stock that have or may be
acquired by the Selling Stockholders upon exercise of the non-qualified stock
options granted pursuant to the Plan held as of October 19, 2001.

     There are set forth in the following table opposite the name of each of the
Selling Stockholders:

1.   Under the heading "Shares of common stock beneficially owned", the shares
     of our common stock beneficially owned by the Selling Stockholder on
     October 19, 2001, including shares of our common stock (if any) of which
     the Selling Stockholder had the right on such date to acquire beneficial
     ownership pursuant to the exercise on or before December 19, 2001 of
     options that we have granted;

2.   Under the heading "Shares awarded under the Plan or which may be acquired
     and offered", the shares of our common stock which have been acquired or
     may be acquired upon exercise of options under the Plan.

3.   Under the heading "Shares of common stock to be owned after the completion
     of the offering", the shares of our common stock to be beneficially owned
     by the Selling Stockholder after completion of the offering, based on the
     number of shares owned on October 19, 2001.

     Certain options granted pursuant to the Plan may be transferred to a member
of a Selling Stockholder's immediate family or to a trust for the benefit of
such immediate family members. The names of such transferees and the number of
award shares that may be offered by them under the Prospectus will be included
in a supplement when such information becomes known. The information as to
security holdings is based on information that we receive from the Selling
Stockholders and from our Compensation Committee.
Shares awarded
                                                                            under the Plan    Shares of common
                                                      Shares of common      or which may be   stock to be owned
                         Present principal position   stock beneficially    acquired and      after completion
Selling Stockholder      with us or affiliates        owned (a)             offered (b)       of offering
-----------------------------------------------------------------------------------------------------------------
Stewart P. Reich         President Chief Executive
                         Officer and Director         430,760               594,094           54,094

Stan Abbeloos            Senior Vice President,
                         Chief Operating Officer
                         and Director                 246,061               344,673           19,673
19
Shares awarded
                                                                            under the Plan    Shares of common
                                                      Shares of common      or which may be   stock to be owned
                         Present principal position   stock beneficially    acquired and      after completion
Selling Stockholder      with us or affiliates        owned (a)             offered (b)       of offering
-----------------------------------------------------------------------------------------------------------------
David J. Wisher (c)      Senior Vice President        240,897               339,509           14,509

Jeffrey A. Riddell       Senior Vice President,
                         General Counsel and
                         Secretary                    226,576               325,188           188

Mark Burden              Corporate Controller         59,007                85,953            953

Darrell Lauterbach       Vice President, Business
                         Development                  62,552                95,053            5,053
(a) Included in this column are the number of shares of our common stock
which the Selling Stockholder has the right to acquire beneficial ownership of
pursuant to the exercise on or before December 19, 2001 of options that we
granted, as follows: Stewart P. Reich, 376,666; Stan Abbeloos, 226,388; David J.
Wisher, 226,388; Jeffrey A. Riddell, 226,388; Mark Burden, 58,054; and Darrell
Lauterbach, 57,499. Inclusion of such shares does not constitute an admission by
any Selling Stockholder that such person is the beneficial owner of such shares.

     (b) Included in this column are the number of shares of our common stock
which the Selling Stockholder has acquired or may acquire in the future upon
exercise of option, under the Plan. The numbers of such options are as follows:
Stewart P. Reich, 163,334; Stan Abbeloos, 98,612; David J. Wisher, 98,612;
Jeffrey A. Riddell, 98,612; Mark Burden, 26,946; and Darrell Lauterbach, 32,501.
Inclusion of such shares does not constitute an admission by any Selling
Stockholder that such person is the beneficial owner of such shares.

     (c) Mr. Wisher resigned as Chief Financial Officer of the Company effective
October 1, 2001 but will remain as Senior Vice President until December 31,
2001.

                              PLAN OF DISTRIBUTION

     The shares may be sold from time to time to purchasers directly by the
Selling Stockholders. Alternatively, the Selling Stockholders may from time to
time offer the shares to or through underwriters, broker/dealers or agents, who
may receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Stockholders or the purchasers of such securities
for whom they may act as agents. The Selling Stockholders and any underwriters,
broker/dealers or agents that participate in the distribution of the shares may
be deemed to be "underwriters" within the meaning of the Securities Act and any
profit on the sale of such securities and any discounts, commissions,
concessions or other compensation received by any such underwriter,
broker/dealers or agents may be deemed to be underwriting discounts and
commissions under the Securities Act.

     The shares may be sold from time to time in one or more transactions at
fixed prices, at prevailing market prices at the time of sale, at varying prices
determined at the time of sale or at negotiated prices. Such prices will be
determined by the Selling Stockholders or by agreement between such Selling
Stockholders and underwriters or dealers who receive fees or commissions in
connection therewith. The sale of the shares may be effected in transactions
(which may involve crosses, block transactions and borrowings, returns and
reborrowings of the shares pursuant to stock loan agreements to settle short
sales of the common stock) (1) on any national securities exchange or quotation
service on which the shares may be listed or quoted at the time of sale, (2) in
the over-the-counter markets, (3) in transactions otherwise than on such
exchange or in the over-the-counter market or (4) through the writing of
options. Shares also may be delivered in connection with the issuance of
securities by issuers other than the Company that are exchangeable for (whether
optional or mandatory) or payable in, such shares or pursuant to which such
shares may be distributed. At the time a particular offering of the shares is
made, a Prospectus Supplement, if required, will be distributed which will set
forth the aggregate amount and type of the shares being offered and the terms of
the offering, including the name or names of any underwriter, broker/dealers or
agents, any discounts, commissions and other terms constituting compensation
from the Selling Stockholders and any discounts, commissions or concessions
allowed or reallowed or paid to broker/dealers. This prospectus also may be used
by pledges, donees and transferees of the Selling Stockholders or by other
persons acquiring shares, including brokers who borrow the shares to settle
short sales of shares of the common stock. In addition, the shares which qualify
for sale under an applicable exemption from registration under the Securities
Act may be sold pursuant to such exemption rather than this prospectus.

                                       20
To comply with the securities laws of certain jurisdictions, if applicable,
the shares will be offered or sold in such jurisdictions only through registered
or licensed brokers or dealers. In addition, in certain jurisdictions the shares
may not be offered or sold unless they have been registered or qualified for
sale in such jurisdictions or any exemption from registration or qualification
is available and is complied with.

     The Selling Stockholders will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, which provision may limit
the timing of purchases and sales of any of the shares by the Selling
Stockholders. The foregoing may affect the marketability of such securities.

     The Selling Stockholders will pay all underwriting discounts and selling
commissions, if any.

                                  LEGAL MATTERS

     The validity of the common stock offered hereby has been passed upon for
Golden Telecom, Inc. by Jeffrey A. Riddell, General Counsel and Secretary of
Golden Telecom, Inc.

                                     EXPERTS

     The consolidated financial statements of Golden Telecom, Inc. appearing in
Golden Telecom, Inc.'s Annual Report (Form 10-K) for the year ended December 31,
2000, have been audited by Ernst & Young (CIS) Limited, independent auditors, as
set forth in their report thereon included therein and incorporated herein by
reference. Such financial statements are, and audited financial statements to be
included in subsequently filed documents will be, incorporated herein in
reliance upon the reports of Ernst & Young (CIS) Limited pertaining to such
financial statements (to the extent covered by consents filed with the
Securities and Exchange Commission) given on the authority of such firm as
experts in accounting and auditing.

     The financial statements of EDN Sovintel LLC appearing in Golden Telecom,
Inc.'s Annual Report (Form 10-K) for the year ended December 31, 2000, have been
audited by Ernst & Young (CIS) Limited, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference. Such
financial statements are, and audited financial statements to be included in
subsequently filed documents will be, incorporated herein in reliance upon the
reports of Ernst & Young (CIS) Limited pertaining to such financial statements
(to the extent covered by consents filed with the Securities and Exchange
Commission) given upon the authority of such firm as experts in accounting and
auditing.

                                       21
PART II
                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Golden Telecom, Inc.'s Certificate of Incorporation and By-laws provide for
indemnification of its directors and officers to the fullest extent permitted by
the Delaware General Corporate Law, as such law may be amended from time to
time. In addition, Golden Telecom, Inc. maintains liability insurance for its
directors and officers.

ITEM 8.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

a)       Exhibits

         DESIGNATION    DESCRIPTION
         -----------    -----------
         4.1            Golden Telecom, Inc. 1999 Equity Participation Plan is
                        incorporated herein by reference to the Registrant's
                        Proxy Statement dated April 25, 2000.
         4.2            Amendment to the 1999 Equity Participation Plan is
                        incorporated herein by reference to the Registrant's
                        Proxy Statement dated May 23, 2001.
         5.1            Opinion of Jeffrey A. Riddell, General Counsel of
                        Registrant, as to the legality of the securities
                        registered hereby.
         23.1           Consent of Independent Auditors (Golden Telecom, Inc.)
         23.2           Consent of Independent Auditors (EDN Sovintel LLC)
         23.3           Consent of the General Counsel of Golden Telecom, Inc.
                        (included in Exhibit 5.1)
         24             Powers of Attorney (included on signature page)

                                      II-1
SIGNATURES

     Pursuant to the requirements of the Securities Act 1933, as amended, the
registrant certifies that is has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Moscow, Russian Federation, on this 19th day of October, 2001.

                                 GOLDEN TELECOM, INC.

                                 By: /s/ STEWART P. REICH
                                    --------------------------------------
                                    Name: Stewart P. Reich
                                    Title: President and Chief Executive Officer

                                POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Stewart P. Reich, Jeffrey A. Riddell and David J.
Wisher and each of them severally, his true and lawful attorney or attorneys
with power of substitution and resubstitution to sign his name, place and stead
in any and all such capacities the Registration Statement and any and all
amendments thereto (including post-effective amendments) and any documents in
connection therewith, and to filed the same with the Securities and Exchange
Commission, each of said attorneys to have power to act with or without the
other, and to have full power and authority to do and perform, in the name and
on behalf of each such officer and director of the Registrant who shall have
executed such power of attorney, every act whatsoever which such attorneys, or
any one of them, may deem necessary or desirable to be done in connection
therewith as fully and to all intents and purposes as such officer or director
of the Registrant might or could do in person.

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 19th day of October 2001.
SIGNATURE                            TITLE                    DATE
                ----------                           -----                    ----
/s/ STEWART P. REICH                President, Chief Executive
-----------------------------------       Officer and Director
        Stewart P. Reich                  (Principal Executive Officer)

       /s/ DAVID STEWART                  Chief Financial Officer
-----------------------------------       (Principal Financial Officer)
         David Stewart

       /s/ STAN ABBELOOS
-----------------------------------       Director
         Stan Abbeloos

         /s/ PETR AVEN
-----------------------------------       Chairman of the Board of
           Petr Aven                      Directors

     /s/ TIGRAN AGADZHANOV
-----------------------------------       Director
       Tigran Agadzhanov

      /s/ MICHAEL CALVEY
-----------------------------------       Director
        Michael Calvey

      /s/ ASHLEY DUNSTER
-----------------------------------       Director
        Ashley Dunster

      /s/ IZZET GUNEY
-----------------------------------       Director
         Izzet Guney

     /s/ ANDREY KOSOGOV
-----------------------------------       Director
        Andrey Kosogov

      /s/ MARK BURDEN                     Corporate Controller
-----------------------------------       (Principal Accounting Officer)
         Mark Burden
II-2
EXHIBIT INDEX

         DESIGNATION    DESCRIPTION
         -----------    -----------
         4.1            Golden Telecom, Inc. 1999 Equity Participation Plan is
                        incorporated herein by reference to the Registrant's
                        Proxy Statement dated April 25, 2000.
         4.2            Amendment to the 1999 Equity Participation Plan is
                        incorporated herein by reference to the Registrant's
                        Proxy Statement dated May 23, 2001.
         5.1            Opinion of Jeffrey A. Riddell, General Counsel of
                        Registrant, as to the legality of the securities
                        registered hereby.
         23.1           Consent of Independent Auditors (Golden Telecom, Inc.)
         23.2           Consent of Independent Auditors (EDN Sovintel LLC)
         23.3           Consent of the General Counsel of Golden Telecom, Inc.
                        (included in Exhibit 5.1)
         24             Powers of Attorney (included on signature page)