SEC 1746
(11-03)

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UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE
COMMISSION

OMB Number:
3235-0145

Washington, D.C. 20549

Expires: December 31, 2005

SCHEDULE 13D

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Item 2.

Identity and Background

This Statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

(i)                                     Alfa Telecom Limited (“Alfa Telecom”);

(ii)                                  Alfa Capital Holdings (Cyprus) Limited (“Alfa Capital Holdings”);

(iii)                               ABH Financial Limited (“ABH Financial”);

(iv)                              Alfa Finance Holdings S.A. (“Alfa Finance”);

(v)                                 CTF Holdings Limited (“CTF Holdings”); and

(vi)                              Crown Finance Foundation (“Crown Finance”).

This Statement relates to Shares held for the account of Alfa Telecom.

The Reporting Persons

Alfa Telecom is a British Virgin Islands company, with its principal address at P.O. Box 3339, Geneva Place, Second Floor, 333 Waterfront Drive, Road Town, Tortola, British Virgin Islands.  The principal business of Alfa Telecom is to function as a holding company.  Current information concerning the identity and background of the directors and officers of Alfa Telecom is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2.

Alfa Capital Holdings is a Cyprus company, with its principal address at Julia House, 3 Themistocles Dervis Street, First Floor 1066, Nicosia, Cyprus.  The principal business of Alfa Capital Holdings is to function as a holding company.  Current information concerning the identity and background of the directors and officers of Alfa Capital Holdings is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2.

ABH Financial is a British Virgin Islands company, with its principal address at P.O. Box 3339, Geneva Place, Second Floor, 333 Waterfront Drive, Road Town, Tortola, British Virgin Islands.  The principal business of ABH Financial is to function as a holding company.  ABH Financial is the sole shareholder of Alfa Capital Holdings.  Current information concerning the identity and background of the directors and officers of ABH Financial is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2.

Alfa Finance is a Luxembourg limited liability company with its principal address at 22, Grand Rue, 2nd Floor, Luxembourg, L-1660.  The principal business of Alfa Finance is to function as a holding company.  Alfa Finance is the sole shareholder of Alfa Telecom and, in such capacity, may be deemed to be the beneficial owner of Shares held for the account of Alfa Telecom.  Current information concerning the identity and background of the directors and officers of Alfa Finance is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2.

CTF Holdings is a Gibraltar limited liability company with its principal address at Suite 2, 4 Irish Place, Gibraltar.  The principal business of CTF Holdings is to function as a holding company.  CTF Holdings is the majority owner of Cotesmore Holdings Limited, a Bahamas corporation (“Cotesmore”), Laketown Services Limited, an Isle of Man corporation (“Laketown”), and Bardsley Investment Corp., a British Virgin Islands corporation (“Bardsley” and, together with Cotesmore and Laketown, the “Holding Companies”).  Collectively, the Holding Companies own a majority of the shares of Alfa Finance.  As a consequence of its ownership interests in the Holding Companies, CTF Holdings may be deemed to have the power to direct the voting of a majority of the shares of Alfa Finance and may therefore be deemed to be the beneficial owner of Shares held for the account of Alfa Telecom.  Current information concerning the identity and background of the directors and officers of CTF Holdings is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2.

Crown Finance is a Liechtenstein foundation with its principal address at Am Schragen Weg 14, P.O. Box 1618, FL-9490, Vaduz, Liechtenstein.  The principal business of Crown Finance is investment and management of the assets and capital of the foundation.  Crown Finance is the sole shareholder of CTF Holdings and, in such capacity, may be deemed to be the beneficial owner of Shares held for the account of Alfa Telecom.  Current information concerning the identity and background of the directors and officers of Crown Finance is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2.

The Supervisory Board coordinates the strategic development of a group of affiliated entities, often referred to as “Alfa Group Consortium,” which includes the Reporting Persons.  In certain instances, the Supervisory Board issues recommendations regarding strategic business decisions to the entities that are members of Alfa Group Consortium.  Current information

regarding the identity and background of the members of the Supervisory Board is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2.

During the past five years, none of the Reporting Persons and, to the best of the Reporting Persons’ knowledge, no other person identified in response to this Item 2 has been (a) convicted in a criminal proceeding or (b) a party to any civil proceeding as a result of which it or he or she has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration

This Item 3 is supplementally amended as follows:

In consideration of the cancellation of the Option (as defined in Item 6 hereof), pursuant to the Stock Option Cancellation Agreement (as defined in Item 6 hereof), Alfa Telecom paid to ABH Financial US$25,000,000 (the “Consideration”).  Alfa Telecom obtained the funds necessary to pay the Consideration from its own working capital.

Item 4.

Purpose of Transaction

The information set forth in Items 5 and 6 hereof is hereby incorporated by reference into this Item 4.

This Item 4 is hereby supplementally amended as follows:

Alfa Telecom, Alfa Capital Holdings, and ABH Financial have entered into the Stock Option Cancellation Agreement (as described in Item 6 hereof and a copy of which is attached as Exhibit U), pursuant to the parties thereto have agreed to the cancellation of the Option as of the date thereof.

Each of Peter Aven, Andrey Kosogov, and Alexander Vinogradov serve as directors of the Issuer nominated by Alfa Telecom. Mr. Aven is chairman of the board of directors of the Issuer.  Mr Vinogradov serves as the Chief Executive Officer of the Issuer.  Mr. Aven and Mr. Kosogov are also directors of Alfa Finance.

As directors of the Issuer, Mr. Aven, Mr. Kosogov and Mr. Vinogradov may have influence over the corporate activities of the Issuer, including activities which may relate to transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.  In addition, as a result of their beneficial ownership positions, the Reporting Persons may have influence over the corporate activities of the Issuer, including activities which may relate to transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

The Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors.

Item 5.

Interest in Securities of the Issuer

The information set forth in Items 4 and 6 hereof is hereby incorporated by reference into this Item 5.

(a)                                  (i)                                     Each of Alfa Telecom, Alfa Finance, CTF Holdings, and Crown Finance may be deemed to be the beneficial owner of the 10,731,707 Shares held for the account of Alfa Telecom (approximately 30.0% of the total number of Shares outstanding).  This percentage is calculated on the basis of the Issuer having 35,798,766 Shares issued and outstanding.

(ii)                                  The Issuer, Nye Telenor East Invest AS, a company organized under the laws of Norway (“Telenor”), OAO Rostelecom, a company organized in the Russian Federation (“RTK”), Alfa Telecom, Capital International Global Emerging Markets Private Equity Fund, L.P., a Delaware limited partnership (“CIG”), Cavendish Nominees Limited, a limited liability company organized and registered under the laws of Guernsey (“Cavendish”), and First NIS Regional Fund SICAV, a private institutional fund organized and registered under the laws of Luxembourg (“First NIS Fund”) entered into a Shareholders Agreement, dated as of August 19, 2003 (the “Shareholders Agreement”), a Standstill Agreement, dated as of August 19, 2003 (the “Standstill Agreement”), and a Registration Rights Agreement, dated as of August 19, 2003 (the “Registration Rights Agreement”).  Copies of the Shareholders Agreement, the Standstill Agreement, and the Registration Rights Agreement are attached as Exhibits R, S, and T to Amendment 7 to this Statement on Schedule 13D and are incorporated herein by reference.

Reference is made to such statements on Schedule 13D or Schedule 13G as have been or may be filed with the Securities and Exchange Commission by each of Telenor, RTK, CIG, Cavendish, and First NIS Fund for information regarding such entities, their respective beneficial ownership of Shares, and any changes to such respective beneficial ownership of Shares.  To the best of the Reporting Persons’ knowledge, as of the date hereof, each of Telenor, RTK, CIG, Cavendish and First NIS Fund, respectively, may be deemed to beneficially own the following numbers of Shares:  Telenor - 7,329,972 (20.5%); RTK - 4,024,067 (11.2% of the Issuer); CIG - 2,166,405 (6.1% of the Issuer); Cavendish - 1,845,769 (5.2% of the Issuer) and First NIS Fund - 723,906 (2.0% of the Issuer).  To the best of the Reporting Persons’ knowledge, as of the date hereof, Telenor, RTK, CIG, Cavendish, First NIS Fund, and certain of the Reporting Persons, in the aggregate but not individually, may be deemed to beneficially own 26,821,826 Shares (74.9% of the Issuer).  These percentages are calculated on the basis of the Issuer having 35,798,766 Shares issued and outstanding.  The Reporting Persons and any other person named in response to Item 2 hereof disclaim beneficial ownership of any Shares held by Telenor, RTK, CIG, Cavendish, or First NIS Fund, and the filing of this Statement shall not be construed as an admission that any of the Reporting Persons

or any other person named in response to Item 2 hereof is part of a “group” (as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 13d-5 under the Exchange Act) or is the beneficial owner of any Shares beneficially owned by Telenor, RTK, CIG, Cavendish, or First NIS Fund.

(b)                                 (i)                                     Each of Alfa Telecom, Alfa Finance, CTF Holdings, and Crown Finance may be deemed to have the sole power to direct the voting and disposition of the 10,731,707 Shares held for the account of Alfa Telecom.

(ii)                                  Under the terms of the Shareholders Agreement, Alfa Telecom has agreed to take such actions as are necessary from time to time to maintain the composition of the board of directors of the Issuer in accordance with the terms of Section 3 of the Shareholders Agreement.  These actions include, without limitation, the voting of Shares, the execution of written consents, the calling of special meetings, the removal of directors, the filling of vacancies on the board of directors, the waiving of notice of and attendance at meetings, the amendment of the Issuer’s by-laws, and the like.  As noted above, the Reporting Persons and any other person named in Item 2 hereof disclaim beneficial ownership of any Shares held by Telenor, RTK, CIG, Cavendish or First NIS Fund.

(c)                                  The Reporting Persons have effected no transactions with respect to the Shares within 60 days prior to the date hereof.

(d)                                 The shareholder of Alfa Telecom has the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held by Alfa Telecom in accordance with its ownership interest in Alfa Telecom.

(e)                                  Alfa Capital Holdings and ABH Financial each ceased to be the beneficial owner of more than five percent of the Shares of the Issuer as of December 23, 2003. 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth in Items 4 and 5 hereof is hereby incorporated by reference into this Item 6.

This Item 6 is hereby supplementally amended as follows:

Stock Option Cancellation Agreement:  On November 1, 2002, Alfa Telecom and Alfa Capital Holdings entered into a stock option agreement (the “Stock Option Agreement”) pursuant to which Alfa Telecom granted to Alfa Capital Holdings an option (the “Option”) to acquire 1,609,756 Shares held by Alfa Telecom.  The term of the Option was from November 1, 2002, until May 11, 2004.  A copy of the Stock Option Agreement is attached as Exhibit Q to Amendment 5 to this Statement on Schedule 13D and is incorporated herein by reference.

Alfa Capital Holdings did not exercise the Option to acquire the Shares pursuant to the Stock Option Agreement.  On December 23, 2003, Alfa Telecom, Alfa Capital Holdings, and

ABH Financial entered into a stock option cancellation agreement (the “Stock Option Cancellation Agreement”) pursuant to which Alfa Telecom and Alfa Capital Holdings have agreed to cancel the Option and, in consideration for such cancellation, Alfa Telecom has agreed to make a cash payment to ABH Financial of US$25,000,000.  As of the date of the Stock Option Cancellation Agreement, Alfa Capital Holdings has no right to acquire Shares pursuant to the Option and neither Alfa Telecom nor Alfa Capital Holdings have any rights, duties, or obligations under the Stock Option Agreement.  A copy of the Stock Option Cancellation Agreement is attached hereto as Exhibit U and is incorporated herein by reference.

The foregoing description of the Stock Option Cancellation Agreement does not purport to be complete and is qualified in its entirety by the terms of the Stock Option Cancellation Agreement, which are incorporated herein by reference.

Telenor Transaction:  As previously disclosed in Amendment 7 to this Statement on Schedule 13D, on August 19, 2003, the Issuer entered into a share exchange agreement with Telenor, pursuant to which Telenor was to acquire Shares of the Issuer upon the satisfaction of certain conditions (the “Telenor Transaction”).  In connection with the Telenor Transaction, Alfa Telecom entered into (i) the Shareholders Agreement, which contains certain provisions relating to business combinations, transfers of Shares, the nomination and removal of the directors of the Issuer and the approval of special transactions, (ii) the Standstill Agreement, which contains certain provisions relating to proxy contests and the acquisition of Shares, and (iii) the Registration Rights Agreement, which contains certain provisions relating to the registration of Shares under the United States Securities Act of 1933, as amended.  Each of the Shareholders Agreement, the Standstill Agreement and the Registration Rights Agreement was intended to be effective as of the effective date of the Telenor Transaction (the “Telenor Effective Date”).  The Telenor Effective Date occurred on December 1, 2003, and in connection therewith, the Shareholders Agreement, Standstill Agreement, and Registration Rights Agreement became effective.  Copies of the Shareholders Agreement, Standstill Agreement, and Registration Rights Agreement are attached as Exhibits R, S, and T, respectively, to Amendment 7 to this Statement on Schedule 13D and are incorporated herein by reference.

From time to time, each of the Reporting Persons may lend portfolio securities to brokers, banks, or other financial institutions.  These loans typically obligate the borrower to return the securities, or an equal amount of securities of the same class, to the lender and typically provide that the borrower is entitled to exercise voting rights and to retain dividends during the term of the loan.  From time to time, to the extent permitted by applicable laws, each of the Reporting Persons may borrow securities, including the Shares, for the purpose of effecting, and may effect, short sale transactions and may purchase securities for the purpose of closing out short positions in such securities.

Except as set forth herein, the Reporting Persons do not have any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer.

Item 7.

Material to Be Filed as Exhibits

The Exhibit Index is incorporated herein by reference.

Date:

December 23, 2003

ALFA TELECOM LIMITED

By:

 /s/ Douglas Colombo

Name:  Douglas Colombo

Title:  Attorney-in-fact

Date:

December 23, 2003

ALFA CAPITAL HOLDINGS
(CYPRUS) LIMITED

By:

 /s/ Douglas Colombo

Name:  Douglas Colombo

Title:  Attorney-in-fact

Date:

December 23, 2003

ABH FINANCIAL LIMITED

By:

 /s/ Douglas Colombo

Name:  Douglas Colombo

Title:  Attorney-in-fact

Date:

December 23, 2003

ALFA FINANCE HOLDINGS S.A.

By:

 /s/ Douglas Colombo

Name:  Douglas Colombo

Title:  Attorney-in-fact

Date:

December 24, 2003

CTF HOLDINGS LIMITED

By:

 /s/ Franz Wolf

Name:  Franz Wolf

Title:  Director

Date:

December 24, 2003

CROWN FINANCE FOUNDATION

By:

 /s/ Franz Wolf

Name:  Franz Wolf

Title:  Attorney-in-fact

Name/Title/Citizenship

Principal Occupation

Business Address

Pavel Nazarian
Director
(Russia)

Director of Headquarters / Head of International Compliance of Alfa Finance Holdings S.A.

22, Grand Rue, 2nd Floor,
Luxembourg, L-1660

Joseph Louis Moss
Director
(United Kingdom)

Administrative Director of Crown Resources AG

Suite 3, 4 Irish Place,
Gibraltar

Name/Title/Citizenship

Principal Occupation

Business Address

Pavel Nazarian
Director
(Russia)

Director of Headquarters / Head of International Compliance of Alfa Finance Holdings S.A.

22, Grand Rue, 2nd Floor,
Luxembourg, L-1660

Michael Georghiou
Director
(Cyprus)

Partner of Abacus Financial Services Limited

Julia House, 1st Floor 3
Themistocles Dervis Street,
1066 Nicosia, Cyprus

Andriy Glavatskyy
Director
(Ukraine)

Director of Alfa Capital Holdings (Cyprus) Limited

Presidium Building, 3rd Floor,
6 Demosthenis Severis
Avenue, 1080 Nicosia, Cyprus

Valery Ziukin
Director
(Russia)

Director of Alfa Capital Holdings (Cyprus) Limited

Presidium Building, 3rd Floor,
6 Demosthenis Severis
Avenue, 1080 Nicosia, Cyprus

Name/Title/Citizenship

Principal Occupation

Business Address

Pavel Nazarian
Director
(Russia)

Director of Headquarters / Head of International Compliance of Alfa Finance Holdings S.A.

22, Grand Rue, 2nd Floor
Luxembourg, L-1660

Joseph Louis Moss
Director
(United Kingdom)

Administrative Director of Crown Resources AG

Suite 3, 4 Irish Place,
Gibraltar

Name/Title/Citizenship

Principal Occupation

Business Address

Peter Aven
Director
(Russia)

President of OJSC Alfa Bank

11 Mashy Poryvaevoy Street,
107078 Moscow, Russia

Mikhail Fridman
Director
(Russia)

Chairman of the Board of Directors of OJSC Alfa Bank

11 Mashy Poryvaevoy Street,
107078 Moscow, Russia

David Gould
Director
(United States)

Deputy Director of Corporate Development, Finance and Control for CTF Holdings Limited

3 Smolenskaya Square,
121099 Moscow, Russia

Alexander Knaster
Director
(United States)

Chief Executive Officer of OJSC Alfa Bank

11 Mashy Poryvaevoy Street,
107078 Moscow, Russia

Andrey Kosogov
Director
(Russia)

First Deputy Chairman of the Executive Board of Directors of OJSC Alfa Bank

11 Mashy Poryvaevoy Street,
107078 Moscow, Russia

Alexey Kuzmichev
Director
(Russia)

Chairman of the Board of Directors of Crown Resources AG

21 Novy Arbat Street,
121019 Moscow, Russia

Pavel Nazarian
Officer - Director of
Headquarters / Head of
International Compliance
(Russia)

Director of Headquarters / Head of International Compliance of Alfa Finance Holdings S.A.

22, Grand Rue, 2nd Floor
Luxembourg, L-1660

Aleksandr Tolchinsky
Director
(United States)

Head of the Corporate Finance Department of OJSC Alfa Bank

12 Acad. Sakharov Prospect,
107078 Moscow, Russia

Name/Title/Citizenship

Principal Occupation

Business Address

Adrian Collister
Director
(United Kingdom)

Director and Chartered Accountant, ESC International

ESC International - Gibraltar
Office - P.O. Box 398, Ground
Floor, Neptune House, Marina
Bay, Gibraltar

Alla Koudriavtseva
Director
(Russia)

Director of CTF Holdings Limited

Suite 2, 4 Irish Place,
Gibraltar

Franz Wolf
Director
(Germany)

Director of CTF Holdings Limited

Suite 2, 4 Irish Place,
Gibraltar

Name/Title/Citizenship

Principal Occupation

Business Address

Christian Rosenow
Director
(Switzerland)

Financial Advisor

Claridenstrasse 25, CH-8002,
Zurich, Switzerland

Dr. Norbert Seeger
Director
(Liechtenstein)

Attorney, ArComm Trust Company

Am Schragen Weg 14, P.O.
Box 1618, FL-9490 Vaduz,
Liechtenstein

Dr. Christian Zangerle
Director
(Austria)

Attorney, Law Office of Dr. Norbert Seeger

Am Schragen Weg 14, P.O.
Box 1618, FL-9490 Vaduz,
Liechtenstein

Name/Title/Citizenship

Principal Occupation

Business Address

Peter Aven
Director
(Russia)

President, OJSC Alfa Bank

11 Mashy Poryvaevoy Street,
107078 Moscow, Russia

Vladimir Bernstein
Director
(Russia)

Director of Strategic and Investment Planning, Alfa Group

3, Smolenskaya Square, Floor
9, 121099 Moscow, Russia

Alexander Fain
Director
(Russia)

Chief Executive Officer, LLC Alfa Eco

21 Novy Arbat Street,
121019 Moscow, Russia

Mikhail Fridman
Director
(Russia)

Chairman of the Board of Directors, OJSC Alfa Bank

11 Mashy Poryvaevoy Street,
107078 Moscow, Russia

Mikhail Gamzin
Director
(Russia)

Chief Executive Officer, United Food Company

3rd Golutvinsky Pereulok,
10 Building 6, 109180 Moscow,
Russia

German Khan
Director
(Russia)

Member of the Board of Directors, OJSC Tyumen Oil Company

18/2, Schipok Street,
113097 Moscow, Russia

Lev Khasis
Director
(Russia)

Chairman of the Board of Directors, JSC Perekriostok and TH GUM

89 Dmitrovskoye Shosse,
127486 Moscow, Russia

Alexander Kosiyanenko
Director
(Russia)

Chief Executive Officer, JSC Perekrestok

14817 Moscow Region,
District of Mytischy, Paveltsevo Village, Russia

Alexey Kuzmichev
Director
(Russia)

Chairman of the Board of Directors, Crown Resources AG

21 Novy Arbat Street,
121019 Moscow, Russia

Nigel John Robinson
Director
(United Kingdom)

Director of Corporate Development, Finance and Control, Alfa Group

3 Smolenskaya Square, Floor
9, 121099 Moscow, Russia

Alexei Reznikovich
Director
(Russia)

Director for Asset Management and Control, Alfa Group

3 Smolenskaya Square, Floor
9, 121099 Moscow, Russia

U.

Stock Option Cancellation Agreement, dated as of December 23, 2003, by and among Alfa Telecom Limited, Alfa Capital Holdings (Cyprus) Limited, and ABH Financial Limited

ALFA TELECOM LIMITED

By:

 /s/ Douglas Colombo

Name:

Douglas Colombo

Title:

Attorney-in-fact

ALFA CAPITAL HOLDINGS (CYPRUS) LIMITED

By:

 /s/ Douglas Colombo

Name:

Douglas Colombo

Title:

Attorney-in-fact

ABH FINANCIAL LIMITED

By:

 /s/ Douglas Colombo

Name:

Douglas Colombo

Title:

Attorney-in-fact