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                                                                   EXHIBIT 10.4




                    AMENDMENT TO PROJECT COMPLETION AGREEMENT

         AMENDMENT (the "Amendment"), dated as of June 3, 1999, among CLOSED
JOINT- STOCK COMPANY "FOREST-STARMA", a joint stock company of the closed type,
organized and existing under the legislation of the Russian Federation (the
"Company"), THE PIONEER GROUP, INC., a corporation organized and existing under
the laws of the state of Delaware (the "U.S. Sponsor"), PIONEER FOREST, INC., a
corporation organized and existing under the laws of the state of Delaware and a
wholly owned subsidiary of the U.S. Sponsor (the "U.S. Subsidiary Sponsor"),
INTERNATIONAL JOINT-STOCK COMPANY "STARMA HOLDING", a closed joint stock
company, organized and existing under the legislation of the Russian Federation
(the "Russian Sponsor") and OVERSEAS PRIVATE INVESTMENT CORPORATION, an agency
of the United States of America ("OPIC").


                                   WITNESSETH:

         WHEREAS, the Company, the U.S. Sponsor, the Russian Sponsor and OPIC
are parties to a Project Completion Agreement dated as December 21, 1995 (the
"Project Completion Agreement");

         WHEREAS, all capitalized terms used herein and not otherwise defined
herein shall have their respective meanings set forth in the Finance Agreement
dated December 21, 1995, as amended, between the Company and OPIC or in the
Project Completion Agreement;

         WHEREAS, as a result of the Recapitalization, the U.S. Subsidiary
Sponsor now owns 97% of the shares of capital stock of the Company and the
Russian Sponsor no longer holds any capital stock of the Company; and

         WHEREAS, the parties wish to substitute the U.S. Subsidiary Sponsor for
the Russian Sponsor, as a party to and under the terms of, the Project
Completion Agreement.

         NOW, THEREFORE, the parties agree as follows:

         1.       AMENDMENTS.
                  (a)   The U.S. Subsidiary Sponsor is hereby substituted for
                        the Russian Sponsor as a party to the Project Completion
                        Agreement and the words "U.S.Subsidiary Sponsor" are
                        hereby subsituted for the words "Russian Sponsor" in
                        each instance in the definition of Sponsors in Section
                        1(b) of the Project Completion Agreement. The U.S.
                        Sponsor shall remain a party to the Project Completion
                        Agreement and its obligations thereunder shall not be
                        affected by such substitution.


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                  (b)   Section 24 of the Project Completion Agreement is hereby
                        amended by the addition of the following paragraph:

                             "Notwithstanding the foregoing, the U.S. Sponsor
                             hereby indemnifies and holds harmless the
                             Indemnified Persons from and against any and all
                             losses, liabilities, obligations, damages,
                             penalties, actions, judgments, suits, costs,
                             expenses, or disbursements of any kind or nature
                             whatsoever (Losses) that may be imposed on,
                             incurred by, or asserted against any Indemnified
                             Person in any way relating to the Contract of
                             Pledge of Shares between the U.S. Subsidiary
                             Sponsor and OPIC on the Recapitalization, if such
                             Losses would not have occurred had the U.S. Sponsor
                             and the Russian Sponsor not transferred their
                             shares of the Company, directly or indirectly, to
                             the U.S. Subsidiary Sponsor in connection with the
                             Recapitalization. In particular, but without
                             limitation, this indemnity extends to any Losses
                             incurred by an Indemnified Person as a result of
                             the bankruptcy of the U.S. Subsidiary Sponsor or
                             due to the existence of any contract for pledge of
                             shares in the Company which the U.S. Subsidiary
                             Sponsor may have entered into, and having priority
                             to, the contract for the Pledge of Shares with
                             OPIC."

         2.       REPRESENTATIONS AND WARRANTIES.
                  (a)   Each of the Company, the U.S. Sponsor, the U.S.
                        Subsidiary Sponsor and the Russian Sponsor represents
                        and warrants to OPIC that this Amendment consititutes a
                        legal, valid and binding obligation of it, enforceable
                        against it in accordance with its terms. (b) Each of the
                        U.S. Sponsor and the U.S. Subsidiary Sponsor represents
                        and warrants to OPIC, jointly and severally that: (i) As
                        of the effective date hereof the U.S. Subsidiary Sponsor
                        owns of record and beneficially, and the U.S. Sponsor
                        owns beneficially, 97% of the issued and outstanding
                        shares of capital stock of the Company, and the U.S.
                        Sponsor owns of record and beneficially all of the
                        issued and outstanding shares of capital stock of the
                        U.S. Subsidiary Sponsor; (ii) As of the date hereof each
                        of the representation and warranties of the Sponsors in
                        paragraphs (b) through (j) of Section 8.A of the Project
                        Completion Agreement are true and accurate.

         3.       UNDERTAKING OF U.S. SUBSIDIARY SPONSOR. The U.S. Subsidiary
                  Sponsor hereby agrees to be bound by the terms of Project
                  Completion Agreement as amended by this Amendment and to
                  appoint an agent for service of process satisfactory to OPIC
                  in compliance with Section 14(b) of the Project Completion
                  Agreement and give written notice thereof to OPIC within 30
                  days after the date hereof. Notices to the U.S. Subsidiary
                  Sponsor pursuant to






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                  Section 18 of the Project Completion Agreement may be given
                  to it at the following address:

                           60 State Street
                           Boston, MA 02109
                           Tel: 617-742-7825
                           Fax: 617-422-4286

         4.       RATIFICATION AND CONFIRMATION. As amended hereby, all the
                  terms and provisions of the Project Completion Agreement are
                  hereby ratified and confirmed and shall apply in full force
                  and effect.

         5.       EFFECTIVE DATE. This Amendment shall be effective as of the
                  date hereof.

         6.       COUNTERPARTS. This Amendment may be executed in counterparts,
                  each of which when so executed and delivered shall be deemed
                  an original and all of which shall constitute one and the same
                  instrument.


         IN WITNESS whereof, the parties hereto have caused this Amendment to be
  executed by their authorized representatives as of the day and year first
  above written.


                             CLOSED JOINT-STOCK COMPANY "FOREST-STARMA"

                             By:  /s/ Donald H. Hunter
                             Its: Authorized Officer

                             By:  /s/ Catherine V. Mannick
                             Its: Authorized Officer

                             By:  /s/ Inna Verdini
                             Its: Chief Accountant


                             THE PIONEER GROUP, INC.

                             By:  /s/ Eric W. Reckard
                             Its: Executive Vice President, CFO and Treasurer


                             PIONEER  FOREST, INC.

                             By:  /s/ Stephen G. Kasnet
                             Its: President



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                             INTERNATIONAL JOINT-STOCK COMPANY "STARMA HOLDING"

                             By:  /s/ Donald H. Hunter
                             Its: Authorized Officer

                             By:  /s/ Inna Verdini
                             Its: Chief Accountant


                             OVERSEAS PRIVATE INVESTMENT CORPORATION

                             By:  /s/ Steven S. Smith
                             Its: Investment Officer