Exhibit 4.4

                          SUPPLEMENTAL AGREEMENT No. 1

               to Shareholders' Agreement dated September 3, 2001

THIS SUPPLEMENTAL  AGREEMENT No. 1 (this "Supplemental  Agreement No. 1") to the
Shareholders'  Agreement dated 3 September 2001 (the "Shareholders'  Agreement")
is made on May 29, 2003 in Moscow, Russian Federation,

BY AND BETWEEN

     (1) Open Joint Stock Company Long-Distance and International Commutications
     "Rostelecom" located at: 5 Delegatskaya Street, Moscow, 127091, represented
     by its General Director S.I. Kuznetsov acting pursuant to the Charter;

     Non-Governmental   Pension   Fund   "Rostelecom-Garantia"   located  at:  5
     Delegatskaya Street,  Moscow,  127091,  represented by its General Director
     A.A. Nedbai acting pursuant to the Charter;

     (2) Open Joint  Stock  Company  "RTC-Leasing"  located  at: 5  Delegatskaya
     Street, Moscow,  127091,  represented by its General Director M.G. Trufanov
     acting pursuant to the Charter;

     (3) Closed  Joint Stock  Company  "North-West  Telecombank"  located at: 12
     Baskov pereulok, St. Petersburg,  191014, represented by Yu. I Novikov, the
     Chairman of its Board of Directors, acting pursuant to the Charter;

     Non-Profit  Partnership "Center for  Telecommunications  Problems Research"
     located at: 55 Pluschikha Street,  building 2, Moscow, 119121,  represented
     by its Director A.V. Lopatin acting pursuant to the Charter;

     Closed  Join Stock  Company  "KB Russian  Industrial  Bank"  located at: 11
     Petrovsky boulevard,  Moscow,  103051,  represented by its General Director
     A.A. Gaiduk acting pursuant to the Charter;

     Closed  Joint  Stock  Company  "GAMMA-Invest"  located  at: 5 Marsovo  Pole
     Street,  St. Petersburg,  191186,  represented by its General Director N.S.
     Ivanov acting pursuant to the Charter;

     Closed  Joint Stock  Company  "KFP-FINANCE"  located at: 24  Krasnoprudnaya
     Street,  Moscow,   107140,   represented  by  its  General  Director  O.Yu.
     Rumentseva acting pursuant to the Charter; and

     Closed  Joint Stock  Company  "GAMMA-Capital"  located  at: 5 Marsovo  Pole
     Street,  St. Petersburg,  191186,  represented by its General Director D.M.
     Gerkusov acting pursuant to the Charter.


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     The  terms  defined  in the  Shareholders'  Agreement  shall  have the same
     meaning in this  Supplemental  Agreement  No. 1, unless  this  Supplemental
     Agreement No. 1 provides for otherwise.

     WHEREAS

     (a) with support from the  Consortium,  certain steps were taken in 2001 to
     restructure  Rostelecom's  debt owed to the Company  (RTC-Leasing)  for the
     amount of two billion nine hundred twenty three million four hundred eighty
     thousand  (2,923,480,000)  Rubles,  as a result of which OAO Rostelecom and
     RTC-Leasing  concluded  and  implemented  the  Amendment  Agreement  to the
     financial lease (leasing) arrangements, dated September 28, 2001, which was
     certified by the Acknowledgement of Performance of April 15, 2003 signed by
     the Initial Shareholders, the Company (RTC-Leasing) and the Consortium; and

     (b) Closed Joint Stock Company "GAMMA-Capital"  ("GAMMA-Capital"),  being a
     shareholder  of the Company  (RTC-Leasing)  as of the date of conclusion of
     this Supplemental  Agreement No. 1, acceded to the Shareholders'  Agreement
     and  recognizes  itself  as a  member  of  the  Consortium  from  the  date
     GAMMA-Capital acquired shares in the Company (RTC-Leasing);

     the Parties hereby have agreed on as follows:

     1. To amend Article 7.1. of the Shareholders'  Agreement,  which Article as
     from the date of conclusion of this  Supplemental  Agreement No. 1 shall be
     restated as follows:

     "7.1. The Consortium undertakes to procure that:

     7.1.1 within six (6) months of the date of conclusion  of the  Supplemental
     Agreement, dated May 29, 2003:

     (a)  Rostelecom's  obligations  to the Company  (RTC-Leasing)  specified in
     Annex 1 to the Supplemental  Agreement No. 1 of May 29, 2003 and subject to
     fulfillment  within  2004-2012  for the total  amount over one billion five
     hundred  million  (1,500,000,000)  Rubles  plus  VAT  worth  three  hundred
     thousand (300,000,000) Rubles shall be terminated; and

     (b) a third party and/or member of the Consortium (the constituent  members
     of which are listed on the title page of the  Supplemental  Agreement No. 1
     of 29 May,  2003) shall acquire from the Initial  Shareholders  one million
     two hundred  thousand twenty five eight hundred  seventy three  (1,255,873)
     shares in the  Company  (RTC-Leasing)  (constituting  30.15% of the charter
     capital of the Company  (RTC-Leasing)  as of the date of  conclusion of the
     Supplemental  Agreement  No. 1 of May 29,  2003) at a price  not less  than
     seven hundred fifty million (750,000,000) Rubles for the above block of the
     shares.

     7.1.2  within  twelve  (12)  months  from  the  date of  conclusion  of the
     Supplemental Agreement No. 1 dated May 29, 2003:


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     (a) all  Rostelecom's  third party  obligations  (under pledge  agreements,
     payment  guarantees,  suretyship  agreements)  specified  in Annex 2 to the
     Supplemental Agreement No. 1 of May 29, 2003 shall be terminated.

     The Consortium's  obligations specified in clauses 7.1.1. and 7.1.2. of the
     Shareholders'  Agreement  shall be  performed  by  entering  into  separate
     agreements and drawing up other documents requisite therefor.

     The parties  undertake to draw up and sign acts  certifying the fulfillment
     by the Consortium of its obligations specified in this Article 7.1, as such
     obligations are actually fulfilled. "

     2. To set out  Article  10.3 of the  Shareholders'  Agreement  restated  as
     follows:

     "10.3. Until the Consortium shall have fulfilled its obligations  specified
     by Article 7.1,  members of the  Consortium may sell the shares they own in
     the Company to third  persons only if the Initial  Shareholders  give their
     written consent thereto".

     3. The parties determine that the new versions of Articles 7.1. and 10.3 of
     the Shareholders' Agreement shall be taken into account for the purposes of
     application of provisions of the  Shareholders'  Agreement as from the date
     of signing this Supplemental Agreement No. 1.

SIGNATURES OF THE PARTIES:

General Director
OJSC "Rostelecom"                                                 S.I. Kuznetsov

General Director
OJSC "Rostelecom-Garantia"                                           A.A. Nedbai

General Director
OJSC "RTC-Leasing"                                                 M.G. Trufanov

General Director
CJSC "North-West Telecombank"                                      Yu.I. Novikov

Director
NP "Center for Telecommunications Problems
Research"                                                          A.V. Lopatin

Chairman
CJSC "KB Russian Industrial Bank"                                    A.A. Gaiduk

General Director
CJSC "GAMMA-Invest"                                                  N.S. Ivanov

General Director
CJSC "KFP-FINANCE"                                             O.Yu. Rumiantseva



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<PAGE>

General Director
CJSC "GAMMA-Capital"                                               D.M. Gerkusov


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