Exhibit 1.3

                                                                        Approved
                                            by the General Shareholders' Meeting
                                             of OJSC Rostelecom on June 26, 2004


                                   REGULATIONS

                          on the Board of Directors of
                          the Open Joint-Stock Company
          Long-Distance and International Telecommunications Rostelecom

                            (restated version No. 3)



                                     Moscow
                                      2004
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                              1. General Provisions

1.1. These Regulations on the Board of Directors (hereinafter, "Regulations")
     shall, in accordance with the Civil Code of the Russian Federation, the Law
     "On Joint-Stock Companies" and the Charter of the Company, govern the
     procedure for convocation and holding of meetings of the Board of
     Directors, the amount and procedure for payment of remuneration and
     compensation to members of the Board of Directors of the Company.

1.2. The Board of Directors is the collegial governing body of the Company which
     carries out general management activities except for the issues relegated
     by federal laws and the Company's Charter to the General Shareholders
     Meeting of the Company.

       2. Purposes and Principles of Operation of the Board of Directors

2.1. The purposes of the Board of Directors activities shall be the procurement
     of maximum profits and increase of assets of the Company, protection of
     rights and legitimate interests of the shareholders and provision of
     complete, accurate and objective public information about the Company.

2.2. In order to accomplish its purposes the Board of Directors shall adhere to
     the following principles:

     -    make decisions on the basis of reliable information about the
          Company's activities;

     -    exclude restrictions on rights of the shareholders to participate in
          the management of the Company's activities and to receive dividends
          and information on the Company;

     -    procure the balance between interests of different groups of
          shareholders and make decisions of Board of Directors in an objective
          manner for the benefit of all shareholders of the Company.

2.3. Any irremovable ambiguity of rules, stipulated in legislative and other
     acts shall be interpreted by the Board of Directors in favor of rights and
     legitimate interests of the shareholders.

          3. Rights and Duties of a Member of the Board of Directors;
                         Proceedings for Their Execution

3.1. A member of the Board of Directors shall have the right:

     -    to request from the officers of the Company any information on the
          Company's activities and documents specified in Article 89 of the Law
          "On Joint-Stock Companies" in accordance with the procedure stipulated
          by these Regulations;

     -    to receive remuneration for performance of his or her duties and
          compensation of expenses related to the performance of functions of a
          member of the Company's Board of Directors in the instances and in the
          amounts stipulated herein;

     -    to demand his or her dissenting opinion on issues on the agenda and
          approved decisions to be recorded in the minutes of the meeting of the
          Board of Directors.

3.2. A member of the Board of Directors shall:

     -    be loyal to the Company, i.e., refrain from using his or her position
          in the Company for the benefit of other persons;

     -    act within the scope of his or her authorities in accordance with the
          purposes and principles of operation of the Board of Directors;

     -    act reasonably and in good faith with respect to the Company's
          affairs;

     -    not disclose confidential information on the activities of the Company
          known to him or her;

     -    initiate meetings or absentee voting by the Board of Directors in
          order to decide urgent matters;

     -    participate in the decision-making of the Board of Directors by voting
          on issues on the agenda of meetings or by absentee voting;

     -    make reasonable decisions having reviewed all necessary information
          (materials);

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     -    evaluate risks and adverse consequences in the course of
          decision-making;

     -    notify the Company in time that he or she is affiliated or that there
          are changes in the grounds for his or her affiliation;

     -    notify the Board of Directors of proposed transactions in which he/she
          may be deemed interested; and

     -    not establish or participate in organizations competing with the
          Company except where this has been permitted by a majority of the
          independent directors of the Board of Directors or by the shareholders
          holding a majority of the ordinary shares in the Company.

3.3. The activities of a member of the Board of Directors shall be continuous
     and shall not be limited to participation in decision-making of the Board
     of Directors.

3.4. The Company shall, at the oral or written request of a member of the Board
     of Directors, provide him or her with access to the information and
     documents stipulated in Section 3.1 hereof.

     The requested information and documents shall be provided to a member of
     the Board of Directors for review within five days from the moment when
     such request was made or within another period agreed upon with the member
     of the Board of Directors who had made such request.

     The Company shall, at the request of a member of the Board of Directors,
     provide him or her with copies of the requested documents.

                     4. Chairman of the Board of Directors

4.1. The Chairman of the Board of Directors shall be elected by and from among
     the members of the Board of Directors by a majority of votes of the members
     of the Board of Directors participating in the first meeting following
     their election by the General Shareholders Meeting of the Company.

4.2. The person performing the functions of the individual executive body of the
     Company may not at the same time be the Chairman of the Board of Directors.

4.3. The Board of Directors may re-elect the Chairman of the Board of Directors
     at any time.

4.4. The members of the Board of Directors shall have the right to elect a
     Deputy Chairman. In the absence of the Chairman of the Board of Directors
     of the Company, all of his or her functions (including the right to sign
     documents) shall be performed by the Deputy Chairman and, in the absence of
     the latter, by one of the members of the Board of Directors authorized by a
     decision of the Board of Directors of the Company made by the majority of
     votes of its members participating in the meeting.

4.5. The Chairman of the Board of Directors shall organize the work of the Board
     of Directors, convene and chair its meetings, organize absentee voting and
     keeping of minutes at the meetings of the Board of Directors.

4.6. The Chairman of the Board of Directors may not delegate his or her
     functions to another person.

                     5. Secretary of the Board of Directors

5.1. The Secretary of the Board of Directors shall be appointed by a majority of
     votes of the members of the Board of Directors participating in the first
     meeting following their election by the General Shareholders Meeting of the
     Company.

5.2. The Board of Directors may at any time dismiss the Secretary of the Board
     of Directors and appoint a new Secretary of the Board of Directors.

5.3. In the absence of the Secretary of the Board of Directors, his or her
     functions shall be performed by another person authorized by a decision
     made by the majority of votes of the Board of Directors members
     participating at the meeting.

5.4. The Secretary of the Board of Directors shall have the right:

     -    to request from the Company's officers information and documents
          required for the preparation of materials regarding the agenda issues
          of meetings of the Board of Directors;

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     -    to receive remuneration for the performance of his or her duties and
          compensation for expenses related to the performance of functions of
          the Secretary of the Board of Directors.

5.5. The Secretary of the Board of Directors shall:

     -    keep and draw up minutes of meetings and absentee voting of the Board
          of Directors;

     -    record and keep incoming documentation and copies of outgoing
          documentation of the Board of Directors;

     -    notify members of the Board of Directors about meetings (absentee
          voting) of the Board of Directors in the manner and within the time
          stipulated herein;

     -    send out the materials necessary for consideration of the agenda
          issues of meetings (absentee voting) of the Board of Directors to the
          members of the Board of Directors in the manner and within the term
          stipulated herein;

     -    make extracts from minutes of meetings and absentee voting of the
          Board of Directors; and

     -    perform other functions as provided herein.

5.6. The Secretary of the Board of Directors shall be remunerated for the
     performance of his or her functions and compensated for expenses related to
     the performance of functions of the Secretary of the Board of Directors.

     The amount of remuneration and compensation payable to the Secretary of the
     Board of Directors, the procedure, sources and order for their calculation
     and the payment period shall be determined by a decision of the Board of
     Directors.

                      6. Meeting of the Board of Directors

6.1. A decision of the Board of Directors may be taken in the form of joint
     presence or by absentee voting.

6.2. The meetings of the Board of Directors shall be held regularly in
     accordance with the work schedule approved by the meeting of the Board of
     Directors, but not less than one time every three months. If so required,
     the Board of Directors shall consider issues that are not included in the
     work schedule.

     Meeting of the Board of Directors to be held with respect to preparation to
     and holding of the annual General Shareholders' Meeting shall be held not
     later than one (1) month upon the occurrence of the time for submission of
     annual accounting statements in order to consider draft annual reports, the
     annual balance sheet including profit and loss statement of the Company,
     distribution of its profit and loss based on the results of the fiscal
     year, and the report of the external auditor of the Company.

6.3. A meeting (absentee voting) of the Board of Directors shall be convened
     (initiated) by the Chairman of the Board of Directors on his or her own
     initiative, at the request of a member of the Board of Directors, the Audit
     Committee, the external auditor of the Company or the individual executive
     body or collegial management body of the Company or at the request of a
     shareholder (shareholders) holding in aggregate not less than two (2)
     percent of the Company's voting shares.

6.4. The request to convene a meeting of the Board of Directors shall contain
     the following information:

     -    name of the person initiating the meeting or the name of the body or
          the legal entity making the request;

     -    if the request for convocation of a meeting is submitted by a
          shareholder, it shall include the number and category (type) of his or
          her shares;

     -    the form of decision-making (by joint presence or by absentee voting);

     -    the date of the meeting or, in the event of absentee voting, the final
          date for collecting of written opinions of the members of the Board of
          Directors on the agenda issues;

     -    agenda of the meeting (of absentee voting);

     -    list of information (materials) to be furnished to the members of the
          Board of Directors for the meeting;

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     -    if the proposals on behalf of a shareholder are signed by his or her
          authorized representative, the proposal of agenda issues shall be
          accompanied by a notarized copy of the power of attorney or other
          evidence of the powers of the representative (minutes of election as a
          person entitled to represent a shareholder which is a legal entity
          without a power of attorney).

     In addition, the request to convene a meeting of the Board of Directors may
     contain the following information:

     -    time and venue of the meeting (in case of a meeting);

     -    draft resolutions on the agenda issues; and

     -    other information at the discretion of the party initiating the
          convening of the meeting.

6.5. The Chairman of the Board of Directors may not refuse to convene a meeting
     (initiate absentee voting) except for the cases, where:

     -    the request to convene a meeting (absentee voting) does not comply
          with the Company's Charter or these Regulations;

     -    the initiating person has no right to request the convocation of a
          meeting (absentee voting) of the Board of Directors.

6.6. The Chairman of the Board of Directors shall consider a submitted request
     for the convocation of a meeting (initiation of absentee voting) of the
     Board of Directors and send to the initiating person notification of the
     decision not later than three (3) days from the date when the decision was
     made.

     In the event the Chairman of the Board of Directors satisfies the request
     for the convocation of a meeting (absentee voting) the Chairman of the
     Board of Directors shall have the right to change the form of the
     decision-making by the Board of Directors and add to the agenda of the
     meeting (absentee voting).

6.7. Meetings of the Board of Directors may not consider issues not specified in
     the notification of the meeting of the Board of Directors unless it is
     decided unanimously by all of the members of the Board of Directors present
     at the meeting.

6.8. Notification of the convocation of the meeting of the Board of Directors
     shall be signed by the Chairman of the Board of Directors and delivered to
     each member of the Board of Directors together with the necessary materials
     not less than fourteen (14) days prior to the date of the meeting.

     If it is required to hold a meeting of the Board of Directors on a tighter
     schedule in accordance with applicable legislation, the term for delivering
     the notification with necessary materials shall be reduced.

     Such term may also be reduced if it is required to decide urgently on any
     issues provided that none of the members of the Board of Directors objects.

     Notification period about a meeting in accordance with the first paragraph
     of Clause 6.8 hereof may not be reduced if the agenda includes an issue
     related to the Company's budget (including its approval, adjustment and
     results of its performance).

     The first (organizational) meeting of the Board of Directors shall be held
     without prior notification on the date of the General Shareholders Meeting
     which has elected the Board of Directors (provided that the decision on
     election of the Board of Directors and the voting results thereon were
     announced at the General Shareholders Meeting at which the voting took
     place).

     Notification of a meeting shall be sent to the members of the Board of
     Directors in writing or in any other form convenient to them (including
     mail, telegraph, teletype, telephone, e-mail or other types of
     communication).

     Notification of a meeting shall specify the address to which the members of
     the Board of Directors may send their written opinions.

     Should it become impossible or predicament to hold a meeting of the Board
     of Directors at the venue or time notified to the members of the Board of
     Directors, the meeting under the planned agenda may be held at another
     location or at another time.

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     All the members of the Board of Directors shall be notified sufficiently in
     advance of a change of either location or time of the meeting of the Board
     of Directors so the members of the Board of Directors are able to arrive to
     the meeting. Notification of such changes shall be sent to the members of
     the Board of Directors in any form guaranteeing receipt of such
     notification by a member of the Board of Directors at his or her
     residential mailing address.

6.9. In the course of making decisions by the Board of Directors the members of
     the Board of Directors who are present at the meeting shall express their
     opinion on the agenda issues by voting.

6.10. If a member of the Board of Directors cannot attend a meeting in person
     and if a meeting is held by absentee voting, the member of the Board of
     Directors shall express his or her opinion on the issues on the agenda in
     writing.

     If the written opinion of a member of the Board of Directors contains his
     or her vote on all or a number of issues on the agenda, it shall be counted
     in determining the quorum and the voting results.

     A written opinion shall be submitted by a member of the Board of Directors
     prior to the meeting of the Board of Directors or, if the meeting is held
     in the form of absentee voting, by the final date for the collection of
     written opinions from members of the Board of Directors.

6.11. The Chairman shall announce the written opinion of a member of the Board
     of Directors who is absent from the meeting prior to the commencement of
     voting on an agenda issue with respect to which such opinion is submitted.

     In the event of absentee voting the Secretary of the Board of Directors
     shall, on the basis of the written opinions received from the members of
     the Board of Directors in the form of signatures affixed to questionnaires
     or other written evidence of expression of will of the members of the Board
     of Directors (facsimile message, telegram, etc.), draw up the minutes of
     the absentee voting within three (3) business days of the final date for
     collecting written opinions from the members of the Board of Directors.

     If the received written opinion contains a proposal of a draft resolution
     materially different from that proposed for voting initially, the Secretary
     of the Board of Directors shall, prior to the drawing up of the minutes,
     bring such opinion to the attention of the other members of the Board of
     Directors and suggest that they express their opinion by voting in writing
     or in any other form convenient for them (including but not limited to
     mail, telegraph, teletype, telephone, e-mail or other means of
     communication).

6.12. When the Board of Directors consider the issues each member of the Board
     of Directors shall have one vote.

     A member of the Board of Directors may not delegate his or her voting right
     to another person, including another member of the Board of Directors.

     In the event of a tie vote the Chairman of the Board of Directors shall
     have the deciding vote.

6.13. The Secretary of the Board of Directors shall keep the minutes of the
     meetings of the Board of Directors.

     The minutes of a meeting (absentee voting) of the Board of Directors shall
     be drawn up within three (3) business days of the date of the meeting
     (final day for the collecting of written opinions in the event of absentee
     voting).

     The minutes of a meeting shall specify:

     -    venue, date and time or, in the event of absentee voting, the place
          where the minutes are drawn up and the final date for collecting of
          written opinions of the members of the Board of Directors;

     -    persons who were present at the meeting (in case of meeting);

     -    persons who have submitted written opinions on agenda issues;

     -    agenda of the meeting;

     -    issues put to a vote and the voting results thereof; and

     -    taken decisions.

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     The minutes of a meeting of the Board of Directors shall be signed by the
     Chairman of the meeting and by the Secretary of the Board of Directors.

     In case of absentee voting, the minutes of the meeting of the Board of
     Directors shall be signed by the Chairman of the Board of Directors and the
     Secretary of the Board of Directors.

     If the written opinions received from members of the Board of Directors are
     taken into account in determining the quorum and the voting results, such
     written opinions shall be attached to the minutes.

6.14. The Company shall keep the minutes of meetings of the Board of Directors
     at the location of its executive body in accordance with the procedure and
     during the periods determined by the federal executive body for the
     securities market. If such period is not determined, the Company shall keep
     the minutes of the meetings of the Board of Directors permanently.

     The Company shall provide the members of the Board of Directors, the Audit
     Committee, the external auditor of the Company and in accordance with
     stipulated by applicable legislation the shareholders of the Company with
     access to minutes of the meetings of the Board of Directors.

6.15. In the event where a decision is made in accordance with the Charter of
     the Company by a three-quarters majority or unanimously by all members of
     the Board of Directors without taking into account the votes of dismissed
     members of the Board of Directors, persons indicated in the Charter of the
     Company shall be deemed as dismissed members of the Board of Directors.

              7. Remuneration of Members of the Board of Directors
                    and Compensation for Expenses Related to
                       the Performance of Their Functions

7.1. For the period of performance by the members of the Board of Directors of
     their duties, the Company shall remunerate them and compensate costs
     connected with the performance by members of the Board of Directors of
     their functions.

7.2. The Company shall, in order to remunerate members of the Board of
     Directors, establish a fund for the remuneration of members of the Board of
     Directors, which is formed by deducting three tenths (0.3) of one percent
     of the Company's net profits.

     The amount of personal remuneration shall be proposed by the Chairman of
     the Board of Directors depending on the volume and intensity of the work
     performed by a member of the Board of Directors.

     A decision on the amount of personal remuneration of a member of the Board
     of Directors shall be made at a meeting of the Board of Directors by a
     simple majority of votes of the members of the Board of Directors who are
     present at the meeting. The member of the Board of Directors whose
     remuneration is put to vote shall not participate in the voting.

     Those members of the Board of Directors who are governmental officials
     shall act without compensation.

     The amount of remuneration to be paid to the Chairman of the Board of
     Directors shall exceed by at least 30 per cent the amount of remuneration
     to any member of the Board of Directors, established in accordance with
     this Section 7.2.

     The members of the Board of Directors shall be insured at the expense of
     the Company against accidents.

7.3. Members of the Board of Directors may not receive remuneration or
     compensation for expenses for the performance of their duties in any kind
     or manner for making decisions by the Board of Directors or other bodies of
     the Company, or also for the exercise of their rights and performance of
     their duties as members of the Board of Directors, other than remuneration
     and compensation for expenses received in accordance with these Regulations
     or by the decision of the General Shareholders Meeting.

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                8. Proceedings for Approval and Introduction of
                   Amendments and Additions to the Regulations

8.1. These Regulations shall be approved by the General Shareholders Meeting by
     a majority of votes of the shareholders holding the voting shares of the
     Company and participating in the meeting.

8.2. The Regulations may be amended by the General Shareholders Meeting by a
     majority of votes of the shareholders holding the voting shares of the
     Company and participating in the meeting.

8.3. If, as a result of a change in the legislation of the Russian Federation or
     the Charter of the Company, certain provisions of these Regulations will
     not be in compliance with such changes, such provisions shall cease to be
     in force and before amendments to these Regulations are made the members of
     the Board of Directors shall act in accordance with effective legal acts of
     the Russian Federation and the Company's Charter.

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                                                                         Annex 1
                                    to the Regulations on the Board of Directors

                                  NOTIFICATION
                    of the Meeting of the Board of Directors

Dear Mr./Ms. [name of the member of the Board of Directors or his or her
authorized representative]

You are invited to take part in the meeting of the Board of Directors to be held
on [date] at [address] [name or number of the room]

The meeting will start at [specify exact time]

Agenda of the meeting:

1.
     ---------------
2.
     ---------------

[wording of items to be decided on the meeting of the Board of Directors].

Attachment:

1.
     ---------------
2.
     ---------------

[draft resolutions of the Board of Directors to be attached to the notification
and materials on the agenda issues, specifying the number of pages in each
document]


            20
-----------   --                             -----------------------------------
                                             [name of location]

Chairman of the Board of Directors           -----------------------------------
                                             [name]

                                             -----------------------------------
                                             [signature]

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