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                                                                EXHIBIT 10.42





                      AMENDMENT TO SHAREHOLDERS AGREEMENT


                         DATED AS OF NOVEMBER 26 , 1997





                 THIS AMENDMENT ("this Amendment") to the Subscription and
Shareholder Agreement dated 28th December 1994 between the parties hereto (the
"Shareholders Agreement") is entered into as of the date set forth above.

                 The parties hereto agree as follows:

1.       Terms used herein with an initial capital and not otherwise
         specifically defined herein shall have the meanings given to them in
         the Shareholders Agreement.

2.       The definition of the term "the Option Agreements" shall be amended so
         as to read hereafter as follows:

                 "the put and call option agreements to be entered into between
                 Plicom and PLD and EIL and PLD, each in the agreed form, and
                 each as may be amended from time to time by the relevant
                 parties thereto"

3.       Clause 5 of, and Schedule II to the Shareholders Agreement shall be
         deleted therefrom in their entirety, with effect as of the date
         hereof.

4.       The proviso at the end of Clause 12.13 shall be deleted therefrom,
         with effect as of the date hereof.

5.       Clause 12.14 of the Shareholders Agreement shall be amended so as to
         read hereafter as follows:

                 "Each of the parties hereby appoint those persons, details of
                 which are set out below, in each case for service of process
                 in connection with legal proceedings in England and arising
                 out of or in connection with this Agreement:





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<TABLE>
<CAPTION>
                                  FOR THE
         PARTY    AGENT           ATTENTION OF           ADDRESS/FAX
     <S>         <C>              <C>                        <C>
            PLD                   E. Clive Anderson          c/o PLD Telekom Inc.
                                  and Philip R. Eager        680 Fifth Avenue
                                                             24th Floor
                                                             New York, NY 10019
                                                             (212) 262-8870

            EIL  Charles          M. Moncreiffe              8-10 New Fetter Lane
                 Russell          and J. Holder              London EC4A 1RS
                                                             44 71 203 0202

         PLICOM  Charles          M. Moncreiffe              8-10 New Fetter Lane
                 Russell          and J. Holder              London EC4A 1RS
                                                             44 71 203 0202

    THE COMPANY
                 A&L Goodbody     E. Fitzgerald              Pinnacle House
                                  and T. Scanlon             23-26 St. Dunstan's Hill
                                                             London EC3R 8HL"
</TABLE>



7.       Clause 12.15 of the Shareholders Agreement shall be amended so as to
         read hereafter as follows:

                 Copies of all submissions and requests for consent to be
                 served pursuant to clauses 4.2 and 5.1 shall also be sent to
                 PLD at its offices in New York, U.S.A., to Messrs. E. Clive
                 Anderson and Philip R. Eager, at c/o PLD Telekom Inc., 680
                 Fifth Avenue, New York, NY 10019, U.S.A.

8.       PLD and Technocom, on the one part, and Plicom and the Plicom
         Director, on the other part, hereby waive and release any claims which
         either of them may have against the other in respect of any breach of
         the Shareholders Agreement occurring up to and including the date
         hereof.

9.       Except as set forth above, all of the other provisions of the
         Shareholders Agreement shall remain in full force and effect, and the
         Shareholders Agreement, as amended hereby, is hereby ratified and
         confirmed by the parties hereto.





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ATTESTATIONS


Signed by JAMES HATT                               )s/s JAMES R. S. HATT
For and on behalf of                               )
PLD TELEKOM INC.                                   )
In the presence of:                                )s/s DOROTHEA H. HATT




Signed by MARK MONCREIFFE                          )s/s MARK MONCREIFFE
For and on behalf of                               )
PLICOM LIMITED                                     )
In the presence of:                                )s/s VINCENZO JANNI



Signed by                                          )s/s BORIS ANTONIUK
For and on behalf of                               )
ELITE INTERNATIONAL LIMITED                        )
In the presence of:                                )s/s DOROTHEA H. HATT



Signed by JAMES HATT                               )s/s JAMES R. S. HATT
For and on behalf of                               )
TECHNOCOM LIMITED                                  )
In the presence of:                                )s/s DOROTHEA H. HATT



Signed by SUE COZENS AS ATTORNEY FOR               )s/s SUE COZENS
MARK KLABIN                                        )
In the presence of:                                )s/s VINCENZO JANNI



Signed by                                          )s/s BORIS ANTONIUK
BORIS ANTONIUK                                     )
In the presence of:                                )s/s DOROTHEA H. HATT





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