Exhibit 11.1  Approved
  by the Board of Directors
  of OJSC Rostelecom
  on December 27, 2007
  Minutes No. 12  CODE OF
ETHICS OJSC ROSTELECOM  I.INTRODUCTION  Open Joint Stock Company Long-Distance and International
Telecommunications Rostelecom (hereinafter, OJSC
Rostelecom, or the Company)
has approved and adopted Regulations on 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 in respect of employment
agreements, as well as 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 the Board of Directors and
Audit Commission, Officers and Employees of the Company (hereinafter, the Code or the Code of Ethics) setting high standards of business
conduct, which must be obeyed by all members of the 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 Companys Charter,
Corporate Governance Code and other internal documents, the recommendations of
OECD Corporate Governance Principles, the recommendations of the Corporate
Conduct Code drawn up by the Russian Federal Commission for the Securities
Market (FCSM), the requirements of the U.S. securities laws, U.S. Securities
and Exchange Commission (SEC), 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.  II.TERMS  The following
terms are used in this Code of Ethics:


·Directorsshall be used with respect to the members
of the Board of Directors of the Company.  ·Officersshall be used with respect to the
Companys CEO, 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.  ·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.  ·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).  ·Confidential
Information information with actual or potential commercial value
due to the fact that it is unknown to third parties, that legal access to it is
absent and the holder of such information acts to protect its confidentiality.  ·Insider Information material,
non-public information (e.g. information which being available to public could
reasonably be expected to affect the price of the Companys shares or that a
reasonable investor would find the most relevant in the total mix of
information, such as information on the
operation of the Company, shares and other securities of the Company and
transactions herewith).  ·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.  ·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/or
cohabitants.  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:  ·full compliance with the requirements of
all applicable laws, rules and regulations;  ·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;  ·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;  ·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;  2


·no abuse of official powers for personal
gain, including the use of Companys property; and  ·notification to the Audit Committee of
the Board of Directors 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 Director of Internal Audit Department or
Corporate Secretary.  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 associated with
material transactions or business relationships must be promptly communicated
to the Audit Committee of the Board of Directors.  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.  3


VI.CORPORATE OPPORTUNITIES  Covered Persons are prohibited from using corporate
opportunities for personal gain, including:  ·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;  ·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;  ·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  ·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 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.  4


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, 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:  ·keeping of the Companys financial and
accounting documents and records in conformity with applicable law;  ·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;  ·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;  5


·fair reflection of all of the Companys
assets, liabilities, profits and losses in the Companys financial and
accounting documentation;  ·absence of knowingly made misstatements
and deliberate misrepresentations in the Companys financial and accounting
documentation;  ·reflection of all transactions and
relevant entries specifying necessary details, its reflection in proper
accounts and during relevant periods; and  ·effective interaction with the Audit
Commission, the Audit Committee of the Board of Directors and the independent
auditor.  XIII.COMPLIANCE WITH THE CODE OF ETHICS  Each Covered Person shall comply with this Code of Ethics and shall
advise the Audit Committee of the Board of Directors 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 the Audit Committee of the Board of Directors.  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 Director of Internal Audit Department of OJSC Rostelecom who
is directly reporting to the Board of Directors.  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.  6


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.  7