Exhibit 11.1


                                             Approved
                                             by the Board of Directors
                                             of OJSC Rostelecom at its meeting
                                             held on April 28, 2004
                                             Minutes No. 5

                                             Valery N. Yashin __________________

                                             Chairman of the Board of Directors
                                             of OJSC Rostelecom


                         CODE OF ETHICS OJSC ROSTELECOM

I.   INTRODUCTION

     Open Joint Stock Company Long-Distance and International Telecommunications
Rostelecom (hereinafter, "OJSC Rostelecom", or the "Company") have approved and
adopted Regulations for the Board of Directors, Audit Commission, the Management
Board and the General Director, providing for rights and duties of members of
the Board of Directors, Audit Commission, Management Board and the General
Director, respectively. The Company has also approved and adopted Internal
Regulations governing, among other things, the principal rights, duties and
liabilities of the parties to employment agreements and incentives and
reprimands applicable to the Company's Officers and Employees.

     In addition to the above mentioned Regulations, OJSC Rostelecom has
approved and adopted a Code of Ethics for members of Board of Directors and
Audit Commission, Officers and Employees of the Company (hereinafter, the "Code"
or the "Code of Ethics") setting the high standards of business conduct, which
must be obeyed by all members of Board of Directors and Audit Commission,
Officers and Employees (collectively, "Covered Persons"). Failure to do so could
result in disciplinary action pursued in accordance with Relevant Regulations,
up to and including removal or termination for Officers and Employees.

     The provisions of this Code have been prepared on the basis of Civil and
Labor Codes, the Federal Law "On Joint Stock Companies," the OJSC Rostelecom
Charter, the OJSC Rostelecom Corporate Governance Code and other of the
Company's internal documents, the OECD Corporate Governance Principles
Recommendations, the Corporate Conduct Code Recommendations drawn up by the
Russian Federal Commission for the Securities Market (FCSM), the requirements of
the U.S. securities laws and U.S. Securities and Exchange Commission (SEC) and
the listing requirements of New York Stock Exchange (NYSE) and Russian stock
exchanges (hereinafter, "Relevant Regulations").

     While in most instances Relevant Regulations set formal requirements, this
Code of Ethics establishes business conduct and ethics standards for Covered
Persons.

     This Code of Ethics is primarily based on the expectation that Covered
Persons shall comply with all applicable laws, rules and regulations.
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II.  TERMS

     The following terms are used in this Code of Ethics:

     o    "Directors" shall be used with respect to the members of the Board of
          Directors of the Company.

     o    "Officers" shall be used with respect to the Company's CEO, CFO, Chief
          Accountant, other members of the Management Board, deputies of CEO not
          serving on the Management Board, Chief Accountant, Heads of branches
          and representative offices, persons fulfilling their duties and other
          officers acting in similar positions.

     o    "Employees" shall be used with respect to full-time employees,
          part-time employees and temporarily employed by the Company for the
          whole period of employment.

     o    "Subsidiary" shall be defined as an enterprise that is controlled by
          OJSC Rostelecom and accounted in its consolidated financial statements
          in accordance with International Accounting Standards (IAS 27).

     o    "Confidential Information" - information with actual or potential
          commercial value due to the fact that it is not publicly disclosed to
          third parties.

     o    "Insider Information" - material, non-public information (e.g.,
          information (1) which could reasonably be expected to affect the price
          of the Company's securities or (2) that a reasonable investor
          contemplating a purchase/disposal of the Company's shares would be
          substantially likely to take into account in making his or her
          investment decision, for example such as information on the operation,
          earnings or financial position of the Company, shares and other
          securities of the Company and transactions therewith.

     o    "Conflict of Interest" shall mean a situation where the personal
          interests of one or more members of Covered Persons or their Immediate
          Family Members clash or appear to clash with the interests of the
          Company.

     o    "Immediate Family Member" shall mean spouse, parents, including
          adoptive parents, children, including adopted children, siblings,
          mothers and fathers-in-law, sons and daughters-in-law, brothers and
          sisters-in-law and anyone who shares the Covered Person's home.

III. BASIC ETHICAL PRINCIPLES

     Covered Persons shall act honestly and abide their operation by the
following principles underlying the Code of Ethics of the Company:

     o    full compliance with the requirements of all applicable laws, rules
          and regulations;

     o    compliance with high standards of business ethics and ways of
          resolving overt and covert Conflicts of Interest arising out of mutual
          impacts of personal and professional activities;

     o    prompt and full disclosure of information that is to be submitted to
          Russian and foreign governments, regulatory agencies, stock exchanges,
          shareholders, investors and other stakeholders;

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     o    compliance with the requirements of the Company's internal documents
          with respect to the safekeeping and use of Confidential Information
          obtained as a result of performance of official duties;

     o    no abuse of official powers for personal gain, including the use of
          Company's property; and

     o    notification to the Nominations and Compensation Committee of the
          Board of Directors of OJSC Rostelecom of any instances of any Covered
          Person breaching this Code or, if required, on the necessity of
          considering a possible waiver from the Code.

     The Company may conduct its business globally where applicable laws, rules,
regulations, customs and social requirements may be different from those in
Russia. It is the Company's policy to abide by the national and local laws of
our host nations and communities. The fact that certain standards of legal
conduct are legally prohibited, but these prohibitions are not enforced in
practice, or their violation is not subject to public criticism or censure, will
not excuse any illegal action by a Covered Person. In the case of any conflict
between applicable law and the Code, in any situation where a Covered Person has
a doubt as to the proper course of conduct, it is incumbent upon such person to
immediately consult the Nominations and Compensation Committee of the Board of
Directors of OJSC Rostelecom.

IV.  CONFLICTS OF INTEREST

     Covered Persons shall use their best efforts to avoid situations which lead
or may potentially lead to a Conflict of Interest. Such situations may arise in
relations with business partners and clients of the Company, including suppliers
of equipment and services, and governmental agencies.

     None of the Covered Persons and none of their Immediate Family Members may
have a personal interest in any business partner of the Company. This rule shall
apply with respect to any type of expected benefit from the Company's business
partners, including participation in capital and direct or indirect personal
interest in a transaction involving the Company.

     Additionally, no Covered Persons may engage in any outside activity that
materially detracts from or interferes with the performance by such person of
his or her services to the Company.

     All actual and potential Conflicts of Interests of material transactions or
relationships that reasonably could be expected to give rise to such a conflict
or the appearance of such a conflict must be promptly communicated to the
Nominations and Compensation Committee of the Board of Directors of OJSC
Rostelecom. Reporting persons should take care to report conflicts to a person
who they believe is not involved in the matter giving rise to the conflict.

V.   CONFIDENTIAL INFORMATION

     Covered Persons who have access to Confidential Information (whether or not
entrusted to them by the Company) shall only use it in connection with the
performance of their official duties. Covered Persons shall not permit
Confidential Information to be transferred to third parties, including Immediate
Family Members or the Company's employees whose work does not require the use of
such information, except when disclosure is authorized by OJSC Rostelecom or
legally required.

     The procedure for the disclosure of necessary information to mass media,
shareholders, investors and other stakeholders, as well as the filing of
necessary reports with government agencies shall be governed by the Company's
internal documents.

     The obligation to preserve Confidential Information continues after the end
of employment or service.

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<PAGE>

VI.  CORPORATE OPPORTUNITIES

     Covered Persons are prohibited from using corporate opportunities for
personal gain, including:

     o    in order to receive any gifts, remuneration or other benefits for
          oneself or others in exchange for the provision by the Company of any
          service, performance of any action or transfer of Confidential
          Information;

     o    in order to receive any gifts, remuneration or other benefits for
          oneself or others in the conduct of the Company's business both prior
          to and after the negotiation and execution of transactions;

     o    in order to receive any gifts, remuneration or other benefits on the
          grounds different from ones stipulated by the internal documents,
          decisions taken by the General Shareholders' Meeting and employment
          agreements for oneself or others in the performance of one's official
          duties; and

     o    in order to obtain services, including loans, from those directly or
          indirectly affiliated with the Company, except from financial
          institutions or service providers offering similar loans or services
          to third parties under similar terms in the ordinary course of their
          respective businesses.

VII. INSIDER TRADING

     Exercising of or recommending transactions ("tipping") with respect to the
securities of OJSC Rostelecom and its Subsidiaries by Covered Persons who have
access to Confidential Information or Insider Information, shall be governed by
the Insider Trading Policy of OJSC Rostelecom approved and adopted by the Board
of Directors.

VIII. PART-TIME EMPLOYMENT

     Directors and Officers of the Company shall inform the Nominations and
Compensation Committee of the Board of Directors of OJSC Rostelecom of all posts
and positions they hold outside of the Company to the benefit of third parties,
including persons, organizations and governmental agencies.

     To avoid a potential Conflict of Interest, before consenting to hold the
position as a member of the Management Board, the Board of Directors or as an
officer of a different organization or to act as a consultant or to render other
services to third parties, the Company's Directors and Officers shall give prior
notice of his or her intention to the Nominations and Compensation Committee of
the Board of Directors of OJSC Rostelecom.

     Notwithstanding the provisions of Article IV, Covered Persons shall have
the right to engage in any political, educational, charitable or civic
activities, provided such activities do not affect performance of their direct
official duties and do not contradict or interfere with the Company's interests.

     For the purposes of assessing the likelihood of a possible Conflict of
Interest, the Company's Directors and Officers shall give prior notice of the
nature of the prospective activities to the Nominations and Compensation
Committee of the Board of Directors of OJSC Rostelecom.

IX.  FAIR DEALING

     Covered Persons shall treat colleagues as well as all representatives of
the Company's clients and business partners, irrespective of their age,
disability, gender, nationality, ethnic background,

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race, religion or sexual affiliation, and other factors not related to interests
of the Company and act with respect, honesty and integrity.

     Covered Persons in their relations with colleagues, clients and business
partners shall refrain from any kind of manipulation, concealment or
misrepresentation of information, abuse of official position or other improper
ways of conducting business.

X.   ENVIRONMENTAL PROTECTION

     The Company shall contribute to the protection and sustainable development
of the environment. The Company shall support the efforts of the Russian and
international public in this respect.

     As the Company participates in various projects, it shall not ignore or
disregard compliance with applicable environmental protection laws.

XI.  PROTECTION AND USE OF COMPANY'S ASSETS

     Covered Persons shall assure the protection, safekeeping and use of
Company's assets in good faith.

     Covered Persons shall use their best efforts to prevent any pilfering or
negligent, illegal or ineffective use of the Company's assets.

XII. DISCLOSURE OF INFORMATION

     Covered Persons shall do their utmost to assure full, fair, timely,
accurate and understandable disclosure of information to Russian and foreign
governments, regulatory agencies, shareholders, investors and other
stakeholders. Such disclosure must comply with all applicable legal and stock
exchange requirements and may not contain material misstatements or omissions.
This policy applies to all public disclosure of material information about the
Company.

     Particular attention shall be accorded to disclosure of information on the
Company's financial position, and the following principles shall be used to
prepare such information:

     o    keeping of the Company's financial and accounting documents and
          records in conformity with applicable law;

     o    compliance with the requirements of applicable accounting standards
          and the standards of the Company's internal control system in the
          preparation of books and financial statements;

     o    accurate and full reflection in the Company's financial and accounting
          documentation of all necessary entries and financial transactions
          undertaken, as well as of all necessary additional information;

     o    fair reflection of all of the Company's assets, liabilities, profits
          and losses in the Company's financial and accounting documentation;

     o    absence of knowingly made misstatements and deliberate
          misrepresentations in the Company's financial and accounting
          documentation;

     o    reflection of all transactions and relevant entries specifying
          necessary details, its reflection in proper accounts and during
          relevant periods; and

     o    effective interaction with the Audit Commission, the Audit Committee
          of the Board of Directors and the independent auditor.

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XIII. COMPLIANCE WITH THE CODE OF ETHICS

     Each Covered Person shall comply with this Code of Ethics and shall advise
the Nominations and Compensation Committee of the Board of Directors of OJSC
Rostelecom of any instances of actual or potential breach of the requirements of
this Code, applicable laws, rules and regulations of which he or she is aware.
Any person wishing to make a report with respect to any of these matters may
anonymously send e-mail to Ethics Hotline's address: ethics@rostelecom.ru.

     Otherwise persons reporting such information should take care to report
breaches to a person who they believe is not involved in the matter giving rise
to the breach. The Company will not allow any retaliation against any person who
acts in good faith in reporting any such breach. All reports of breaches (actual
or potential) shall be promptly investigated and, if appropriate, remedied, and
if legally required, immediately reported to the proper governmental agency.

     Covered Persons that breach applicable laws, rules, regulations of this
Code will face appropriate, case specific disciplinary action in accordance with
Relevant Regulations, which may include demotion, removal or termination for
Officers and Employees and bringing lawsuits for members of Board of Directors
and Audit Commission.

     Any questions with respect to compliance with this Code shall be addressed
to the Nominations and Compensation Committee of the Board of Directors of OJSC
Rostelecom.

XIV. WAIVERS FROM THE CODE OF ETHICS

     Covered Persons shall abide by this Code throughout the period during which
they perform their respective official duties at the Company.

     However, certain exceptional circumstances may call for waivers from the
Code. If requested by Covered Person, the decision on the waiver shall be made
by the Board of Directors or the Nominations and Compensation Committee of the
Board of Directors of OJSC Rostelecom upon consideration of actual
circumstances.

     Information on any exception from the Code of Ethics made by the Board of
Directors or the Nominations and Compensation Committee of the Board of
Directors shall be promptly disclosed by OJSC Rostelecom and included in its
annual reports for the relevant year provided to the shareholders, investors,
government and regulatory agencies and other stakeholders.

XV.  FINAL PROVISIONS

     The Code of Ethics of OJSC Rostelecom shall be approved and adopted by the
Board of Directors of the Company.

     At any time, with or without notice, the Board of Directors of the Company
may amend this Code by introducing necessary amendments to this Code for the
benefit of the Company, its shareholders, investors and other stakeholders.

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