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                                                                EXHIBIT 10.47





               AMENDED AND RESTATED PUT AND CALL OPTION AGREEMENT



DATED AS OF NOVEMBER 26, 1997


PARTIES

1)  PLD TELEKOM INC. (a company incorporated in the State of Delaware, U.S.A.)
    whose registered office is at 1209 Orange Street, Wilmington, Delaware
    18901, U.S.A. ("the Grantee"); and

2)  ELITE INTERNATIONAL LIMITED (a company incorporated under the Irish
    Companies Acts 1963 to 1990 with registered number 178152) whose registered
    office is at First Floor, 14-15 Parliament Street, Dublin 2, Ireland ("the
    Grantor", such term to include any permitted transferee).

RECITALS

The parties hereto are parties to a Put and Call Option Agreement dated 28
December 1994, and desire to amend and restate its provisions as hereinafter
set forth.

OPERATIVE PROVISIONS

                                1   DEFINITIONS

1.1   In this Agreement unless the context otherwise requires the following
      expressions shall bear the meanings shown:

      Business Day                         a day, other than a Saturday, on
                                           which banks in each of the City of
                                           London, Vienna, Toronto, Dublin and
                                           Moscow generally are open for normal
                                           banking business

      the Call Options                     the rights granted to the Grantee
                                           pursuant to Clause 2 to purchase or
                                           procure the purchase of Option
                                           Shares at the applicable Option
                                           Price during the applicable Option
                                           Period

      the Company                          Technocom Limited, a private company
                                           limited by shares incorporated under
                                           the Companies Acts, 1963 to 1990 of
                                           Ireland whose registered number is
                                           183622 and with its registered
                                           office at First Floor, 14-15
                                           Parliament Street, Dublin 2, Ireland



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      Completion                           the performance by the parties
                                           hereto of their respective
                                           obligations under Clause 4 or 5

      the First Call
      Option                               the right granted to the Grantee
                                           pursuant to subclause (A) of Clause
                                           2.1 to acquire two (2) Ordinary
                                           Shares from the Grantor

      the First Option
      Period                               the period commencing on June 30,
                                           1998 and ending on the earlier of:
                                           (i) June 30, 2119 and (ii) the date
                                           on which the First Put Option or the
                                           First Call Option, as the case may
                                           be, is exercised

      the First Option
      Price                                the price for the First Option
                                           Shares calculated in accordance
                                           with Clause 9.1

      the First Option
      Shares                               the two (2) Ordinary Shares which
                                           are the subject of the First Put
                                           Option and the First Call Option

      the First Put
      Option                               the right granted to the Grantor
                                           pursuant to subclause (A) of Clause
                                           3.1 to require the Grantee to
                                           purchase two (2) Ordinary Shares

      the Grantee's
      Solicitors                           Morgan, Lewis & Bockius, of 4
                                           Carlton Gardens, London SW1Y 5AA

      the Grantor's
      Solicitors                           Charles Russell currently of 8-10
                                           New Fetter Lane, London EC4A 1RS, or
                                           such other firm of solicitors as the
                                           Grantor may hereafter notify the
                                           Grantee in writing

      Option Period                        the First Option Period or the
                                           Second Option Period, as applicable

      Option Shares                        any of the ten (10) Ordinary Shares
                                           which are the subject of the Put
                                           Options and the Call Options

      Ordinary Shares                      ordinary shares in the capital of
                                           the Company





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      the Put Options                      the rights granted to the Grantor
                                           pursuant to Clause 3 to require the
                                           Grantee to purchase or procure the
                                           purchase of Option Shares at the
                                           applicable Option Price during the
                                           applicable Option Period

      Reorganization                       in relation to the Company includes
                                           every issue by way of capitalization
                                           of profits or reserves and every
                                           issue by way of rights and every
                                           consolidation or sub-division or
                                           reduction of capital or capital
                                           dividend or other reconstruction or
                                           adjustment relating to the equity
                                           share capital (or any shares or
                                           securities derived therefrom) and
                                           any amalgamation or reconstruction
                                           affecting the equity share capital
                                           (or any shares, stocks or securities
                                           derived therefrom)


      the Second Call
      Option                               the right granted to the Grantee
                                           pursuant to subclause (B) of Clause
                                           2.1 to acquire eight (8) Ordinary
                                           Shares from the Grantor

      the Second Option
      Period                               the period commencing on June 30,
                                           1999 and ending on the earlier of:
                                           (i) June 30, 2119 and (ii)  the date
                                           on which the Second Put option or
                                           the Second Call Option, as the case
                                           may be, is exercised

      the Second Option
      Price                                the price for the Second Option
                                           Shares calculated in accordance
                                           with Clause 9.2

      the Second Option
      Shares                               the eight (8) Ordinary Shares which
                                           are the subject of the First Put
                                           Option and the First Call Option

      the Second Put
      Option                               the right granted to the Grantor
                                           pursuant to subclause (B) of Clause
                                           3.1 to require the Grantee to
                                           purchase eight (8) Ordinary Shares

1.2   Reference to clauses and the parties are respectively to clauses of and
      the parties to this Agreement.





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1.3   References to documents in the agreed form are to documents initialled
      for the purpose of identification only by the Grantee's Solicitors and
      the Grantor's Solicitors.

                              2   THE CALL OPTIONS

2.1   In consideration of the sum of pound sterling 1 (receipt of which the
      Grantor acknowledges) the Grantor grants to the Grantee (A) the right
      exercisable during the First Option Period to purchase two (2) Ordinary
      Shares at the First Option Price, and (B) the right exercisable during
      the Second Option Period to purchase eight (8) Ordinary Shares at the
      Second Option Price.

2.2   The First Call Option shall be exercisable at any time during the First
      Option Period and the Second Call Option shall be exercisable at any time
      during the Second Option Period, in either case by notice in writing of
      exercise served on the Grantor.

2.3   All Option Shares shall be sold free from all liens, charges and
      encumbrances and with all rights attached thereto at the date of such
      exercise.

                              3   THE PUT OPTIONS

3.1   In consideration of the sum of pound sterling 1 (receipt of which the
      Grantee acknowledges) the Grantee grants to the Grantor (A) the right
      exercisable during the First Option Period to require the Grantee to
      purchase two (2) Ordinary Shares at the First Option Price, and (B) the
      right exercisable during the Second Option Period to require the Grantee
      to purchase eight (8) Ordinary Shares at the Second Option Price.

3.2   The First Put Option shall be exercisable at any time during the First
      Option Period and the Second Put Option shall be exercisable at any time
      during the Second Option Period, in either case by notice in writing of
      exercise served on the Grantee, and the documents listed in clause 4.1(b)
      hereof duly executed but undated shall be delivered to the Grantee's
      Solicitors, to be held to the order of the Grantor pending payment of the
      applicable Option Price.

3.3   All Option Shares shall be sold free from all liens, charges and
      encumbrances and with all rights attached thereto at the date of such
      exercise.

                       4   COMPLETION OF THE CALL OPTION

4.1   Completion of the purchase and sale of any Option Shares pursuant to the
      exercise of the First or Second Call Option shall take place at the
      offices of the Grantee's Solicitors (or at such other place as the
      parties shall mutually agree).  In the case of the First Call Option,
      Completion shall take place on such date as the Grantor and the Grantee
      shall agree, but in all events not later than ten Business Days after the
      Grantor shall have received the notice of exercise.  In the case of the
      Second Call





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      Option, Completion shall take place on the date specified in Clause
      9.2(e).  At either such Completion:

                 (a)      the Grantee shall either pay or procure the payment
                          by telegraphic transfer to the Grantor (or as the
                          Grantor may direct) of the applicable Option Price
                          for the Option Shares being acquired  (or, in respect
                          of the First Call Option, in the event that the
                          Grantor shall elect pursuant to Clause 9.1 to receive
                          the Additional Consideration Shares (as defined
                          therein) in lieu of cash,  the Grantee shall deliver
                          to the Grantor the share certificates for the
                          Additional Consideration Shares (legended as required
                          pursuant to the United States securities laws) and
                          such other documents as shall be required to vest
                          title to the Additional Consideration Shares with the
                          Grantor ); and

                 (a)      the Grantor shall deliver to the Grantee:

                                  (i)      duly executed but undated stock
                                           transfer forms in respect of the
                                           Option Shares being purchased by the
                                           Grantee together with the relative
                                           share certificates or, to the extent
                                           that the Grantor can so provide,
                                           such other documents as shall be
                                           required to vest title to the Option
                                           Shares being purchased with the
                                           Grantee or its designee, and, if it
                                           is taking the Additional
                                           Consideration Shares, an undertaking
                                           satisfactory to the Grantee that it
                                           is taking such Shares for investment
                                           purposes only and not with a view to
                                           the distribution thereof; and

                                  (i)      to the extent that the Grantor can
                                           so provide, such other deeds and
                                           documents and opinions of Counsel as
                                           may be necessary to transfer to the
                                           Grantee or its designee or as it may
                                           direct the unencumbered beneficial
                                           ownership of the Option Shares being
                                           purchased.

4.2   If the Grantor makes default in transferring any of the Option Shares as
      aforesaid the Directors of the Company shall be entitled to receive and
      give a good discharge for the Option Price payable for such Option Shares
      on behalf of the Grantor (but shall not be bound to earn any interest
      thereon) and the Grantor hereby irrevocably appoints such one of the
      Directors of the Company as the Grantee shall nominate in writing as the
      Grantor's attorney to execute on its behalf the transfer or transfers of
      the Option Shares in favour of the Grantee (or as the Grantee may direct)
      and such other documents as may be necessary to transfer title to such
      Option Shares to the Grantee (or  as the Grantee may direct) and hereby
      authorizes the Directors of the





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      Company to approve the registration of such transfer or transfers or such
      other documents.

4.3   The Grantor shall (so far as it is able) procure the Grantee or its
      designee will be registered as the holder of any Option Shares being
      purchased.

4.4   Any payments by the Grantee under the First or Second Put Options or the
      First or Second Call Options shall be made free and clear of all
      withholdings and deductions, howsoever arising.

                        5   COMPLETION OF THE PUT OPTION

      Completion of the transfer or sale of any Option Shares pursuant to the
      exercise of the First or the Second Put Option shall take place at the
      offices of the Grantee's Solicitors (or at such other place as the
      parties shall mutually agree).  In the case of the First Put Option,
      Completion shall take place on such date as the Grantor and the Grantee
      shall agree, but in all events not later than ten Business Days after the
      Grantee shall have received the notice of exercise.  In the case of the
      Second Put Option, Completion shall take place on the date specified in
      Clause 9.2(e).  At either such Completion the Grantee shall take the
      actions specified in Clause 4.1(a), and upon such actions having been
      taken, the Grantee's Solicitors shall release to the Grantee the
      documents delivered to them to hold to the order of the Grantor pursuant
      to the terms of Clause 3.2.

                        6   EFFECTS OF A REORGANIZATION

6.1   If any Reorganization shall take place after the date hereof all the
      shares, stock and other securities (if any) which shall have become owned
      by the Grantor or successors in title as a result of each such
      Reorganization and which shall derive (whether directly or indirectly)
      from the Option Shares shall be deemed to be subject to an exercise of
      either the First or Second Call Options or the First or Second Put Option
      (as the case may be) and shall be transferred or sold to the Grantee (or
      as the Grantee may direct) in accordance with Clause 2 or 3 (as the case
      may be).

6.2   References in this Agreement to the Option Shares shall be so construed
      as to give full effect to this Clause 6.

                          7   PROHIBITION ON DISPOSAL

      Subject to the terms of a Shareholder Agreement relating to the Company
      entered into on 28 December 1994 and made between inter alia the Grantor
      and the Grantee, as heretofore amended or supplemented  ("the Shareholder
      Agreement"), and notwithstanding the provisions of Clause 6, while either
      the First Call Option or the Second Call Option remains exercisable the
      Grantor shall not, without the prior written consent of the Grantee,
      sell, transfer or otherwise dispose of (including





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      without prejudice to the generality of the foregoing accept an offer made
      to all holders for the class or classes of securities to which the
      applicable Option Shares belong) or mortgage, charge, pledge or otherwise
      encumber any of the Option Shares or any interest therein subject to the
      applicable Call Option.


                            8   GRANTOR'S WARRANTIES

8.1   The Grantor warrants to the Grantee that it is and will remain until the
      exercise of either the First Call Option or the First Put Option (as the
      case may be) or the expiry of the First Option Period (whichever is the
      later), the beneficial owner of the First Option Shares, subject only to
      such Options, that it is and will remain until the exercise of either the
      Second Call Option or the Second Put Option (as the case may be) or the
      expiration of the Second Option Period (whichever is the later), the
      beneficial owner of the Second Option Shares, subject only to such
      Options, and that it has and will have full power and authority to grant
      Options in respect of the same upon the terms and conditions of this
      Agreement.

8.2   The Grantee warrants to the Grantor that it has and will have full power
      and authority to execute and comply with the terms and conditions of this
      Agreement.

                             9   THE OPTION PRICES

9.1   The First Option Price shall be US $1,000,000 or, if the Grantor so
      elects in its notice of exercise of the First Option, that amount of
      shares of common stock of the Grantee (the "Additional Consideration
      Shares") which results from dividing the sum of $1,000,000 by the lesser
      of: (i) $5.85 and (ii) the average closing price of the Grantee's common
      stock over the ten trading days prior to the applicable Completion date.
      In the event that the Grantor shall elect to take the Additional
      Consideration Shares, the Grantor and/or any other party in whose name
      the Additional Consideration Shares may be issued shall give an
      undertaking satisfactory to the Grantee that such Shares are being taken
      for investment purposes only and not with a view to the distribution
      thereof, and all certificates for Additional Consideration Shares shall
      be appropriately legended to comply with the United States securities
      laws.

9.2   The Second Option Price shall be calculated and paid as follows:

      (a)  Within thirty (30) days after the exercise of the Second Call Option
           or the Second Put Option, as the case may be, the Grantee shall
           deliver to the Grantor its valuation of the entire issued ordinary
           share capital of the Company (the "Valuation").  The Valuation, as
           determined by the Grantee, shall be conclusive and binding upon the
           Grantor for all purposes hereof and the Grantor's sole rights in
           respect thereof shall be as specifically set forth hereinafter.





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      (b)  If the Valuation shall be less than US $111,000,000, then the
           Second Option Price shall be US $6,689,655.  If the Valuation shall
           be more than US $145,000,000, then the Second Option Price shall be
           US $9,620,689.  Under no circumstances shall the Second Option Price
           exceed US $9,620,689.

      (c)  If the Valuation shall be between US $111,000,000 and US
           $145,000,000, then the Second Option Price shall be the amount
           which results from the following calculation:


US $6,689,655 plus   US $2,931,034 multiplied by the Valuation less 111,000,000
                                                 ------------------------------
                                                          divided by 34,000,000

      (d)  Following the finalization of the Second Option Price as set forth
           above, both parties shall be obligated to proceed to the Completion
           of the purchase and sale of the Second Option Shares.

      (e)  Completion of the purchase and sale of the Second Option Shares
           pursuant to the exercise of either the Second Call Option or the
           Second Put Option shall take place in the manner provided in Clauses
           4.1 and 5, as the case may be, on the ninetieth (90th) day following
           the delivery of the Valuation to the Grantor (the "Due Date"), at
           which time the actions specified in such Clauses shall be taken.

                                   10 GENERAL

10.1  No amendment, change or addition hereto shall be effective or binding on
      either party unless reduced to writing and executed by both parties.

10.2  This Agreement and the rights hereunder may not be assigned in whole or
      in part to any company or person, save that the Grantor may assign its
      rights to a Member of the same Group (as that term is defined in the
      Shareholder Agreement) as the Grantor.

10.3  The headings to clauses of this Agreement are for ease of reference only
      and do not form part of this Agreement and are not in any way to affect
      its construction.

10.4    Any notice to be given under this Agreement:
         (a)     must be in writing;

         (b)     may be given to the Grantor at its registered office (or such
                 other address as it may notify to the Grantee for such
                 purpose);

         (c)     may be given to the Grantee at its registered office (or such
                 other address as it or its assignee may notify to the Grantor
                 for such purpose); and





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         (d)     will be effectively served:
                          (i)     on the day of receipt, where any hand
                                  delivered letter, telex or telefax message is
                                  received on any Business Day before or during
                                  normal working hours;

                          (ii)    on the following Business Day, where any hand
                                  delivered letter, telex or telefax message is
                                  received either on an Business Day after
                                  normal working hours or on any day which is
                                  not a Business Day; or

                          (iii)on the second Business Day following the day of
                                  posting, upon despatch from within the United
                                  Kingdom of any posted letter by post office
                                  inland first class mail postage prepaid, or
                                  the fifth Business Day following the day of
                                  posting of any letter sent by air mail
                                  postage prepaid, and in proving such service
                                  it shall only be necessary to prove that the
                                  same was stamped, properly addressed and
                                  posted as aforesaid.

10.5  Copies of all notices served on the Grantee must also be served by
      facsimile transmission sent to 680 Fifth Avenue, New York, New York
      10019, U.S.A., marked for the attention of Mr. E. Clive Anderson and Mr.
      Philip Eager (1-212-262-8870) and copies of all notices served on the
      Grantor must also be served by facsimile transmission sent to Messrs.
      Charles Russell of 8-10 New Fetter Lane, London EC4A 1RS marked for the
      attention of Mr. M. Moncreiffe and Mr. J. Holder (44-71-203-0202).

10.6  This Agreement is governed by and is to be construed in accordance with
      English Law, including its rules as to the conflict of laws.

10.7  Each of the parties irrevocably submits to the non-exclusive jurisdiction
      of the appropriate court of law in England in relation to any matters
      arising out of or in connection with this Agreement and waives any
      objection to legal proceedings being made in such courts whether on the
      ground of venue or on the ground that such proceedings have been brought
      in an inconvenient forum.  These submissions shall not limit the rights
      of the parties to bring any action in any other court having or claiming
      jurisdiction (whether concurrently or not), provided that no proceedings
      shall be undertaken by either party in any federal or state court in the
      United States of America.

10.8  The Grantee hereby appoints Messrs. Morgan, Lewis & Bockius, of 4 Carlton
      Gardens, London SW1Y 5AA all communications to be marked for the
      attention of Mr. Thomas J. Benz and the Grantor hereby appoints Messrs.
      Charles Russell of 8-10 New Fetter Lane, London EC4A 1RS all
      communications to be marked for the attention of Mr. M. Moncreiffe and
      Mr. J. Holder in each case for service of process





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      in connection with legal proceedings in England and arising out of or in
      connection with this Agreement.

10.9  In the event that any legal action in respect of this Agreement is
      started, the process by which it is started may be served on the
      defendant or, if specified in this Agreement, any other person on its
      behalf at the place at which and in the manner in which notices may be
      given to that party.





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      ATTESTATIONS


      Executed as a Deed by                        )
      PLD TELEKOM INC.                             )
      acting by:                                   )



      Director    s/s JAMES R.S. HATT



      Director    s/s SIMON EDWARDS




      Given under the Common Seal of               )
      ELITE INTERNATIONAL LIMITED                  )
      acting by:                                   )



      Director    s/s BORIS ANTONIUK



      Secretary   s/s TATIANA SALTANOVA





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