REGISTRATION RIGHTS AGREEMENT





EXHIBIT 1.02




AMENDMENT
NO. 1 TO 

SERIES
B CONVERTIBLE PREFERRED STOCK 

SUBSCRIPTION
AGREEMENT


This AMENDMENT NO. 1
(this "Amendment") with respect to the Series B Convertible Preferred
Stock Subscription Agreement (the "Agreement") dated August 26, 2004,
between Moscow CableCom Corp. (formerly known as Andersen Group Inc.), a
Delaware corporation (the "Company"), and Columbus Nova Investments
VIII Ltd., a Bahamas company ("CN" and together with the Company, the
"Parties" and each individually a "Party"), is made and entered
into by the Parties as of December 1, 2004. 
Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Agreement.


WHEREAS, as a result
of the application of the National Association of Securities Dealers, Inc. Rule
4351, the voting rights of the Series B Preferred Stock may be less than one
(1) vote per share, and 


WHEREAS, the Parties
would like to amend the Agreement to reflect this change in the voting rights
of the Series B Preferred Stock, in accordance with the terms and conditions of
this Amendment;


NOW, THEREFORE, in
consideration of the mutual agreements herein contained and intending to be
legally bound hereby, the Parties agree as follows:


1.                 
Amendment to the Certificate of Amendment


The
Parties hereby agree to amend the Agreement to provide that each share of
Series B Stock shall have such number of votes equal to the quotient (rounded
to the nearest five decimal places) of $5.00 divided by the closing bid price
of one share of Common Stock reported in The Nasdaq Stock Market for the last
complete trading session prior to the Closing Date; provided, however, that a
share of Series B Stock shall not be entitled to a greater number of votes than
the number of votes to which a share of Common Stock shall be entitled, and,
provided further, that, if the holders of shares of Series B Stock are entitled
to vote as a separate class with respect to any matter, each share of Series B
Stock shall, for purpose of such vote, be entitled to one vote on such
matter.  The form of the Certificate of
Amendment is hereby amended and restated in its entirety to reflect the
foregoing and is attached hereto as Attachment I.


2.                 
Amendment
to the Purchaser's Conditions to Closing


Section
6.03 of the Agreement shall be amended by adding condition 6.03(h), which shall
state as follows:


"(h)
The Purchaser shall have received irrevocable proxies, substantially in the
form of Attachment III to this Agreement, from stockholders of the Company with
respect to 800,000 shares of Common Stock (or such lesser number of shares
that, together with (i) the 200,000 shares of Common Stock that are subject to
the Irrevocable Proxy and Power of Attorney dated December 1, 2004, among the
Purchaser, Oliver Grace, Jr., Francis E. Baker and The Anglo American Security
Fund, L.P., and (ii) the votes to which the New Securities are entitled when
voting as one class with the Common Stock, shall have such number of votes
equal to the number of votes to which 4,500,000 shares of Common Stock are
entitled as of the Closing Date)."


Attachment
III to the Agreement shall be in the form of Attachment II to this Amendment. 


3.                 
Release


Subject
to satisfaction or waiver of condition 6.03(h) of the Subscription Agreement
(or the deemed satisfaction or waiver of such condition in the event of the
Closing of the Transactions), each of the Parties confirms that it shall have
no claim outstanding against the other Party or any of its Affiliates for
breach of the provisions of the Agreement that are amended pursuant to this
Amendment and each Party waives all and any rights it has to bring a claim for
breach by the other Party of the provisions of the Agreement that are amended
pursuant to this Amendment.


4.                 
Governing law


            This Amendment shall be governed by
and construed in accordance with the laws of the State of New York without
giving effect to any choice or conflict of law provision or rule (whether of
the State of New York or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of New York.


5.                 
Counterparts


            This Amendment may be executed in
any number of counterparts, each of which shall be deemed an original, but all
such counterparts shall together constitute one and the same instrument.






IN WITNESS WHEREOF, the Parties have executed
this Amendment as of the date first written above.




            COLUMBUS NOVA INVESTMENTS VIII LTD.






            By __/s/
Andrew Intrater

            Name:  Andrew Intrater

            Title:  Attorney-in-Fact                                                  






            MOSCOW CABLECOM CORP.          






            By _/s/
Oliver R. Grace, Jr.     

            Name: 
Oliver R. Grace, Jr. 

            Title:  Chief Executive Officer