METROMEDIA INTERNATIONAL GROUP INC, S-8, 1999-09-30

METROMEDIA INTERNATIONAL GROUP INC
S-8, 1999-09-30
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As filed with the Securities and Exchange Commission on September 30, 1999

Registration No. 333--
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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METROMEDIA INTERNATIONAL GROUP, INC.

(Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
DELAWARE 58-0971455
<S> <C>
(State or other jurisdiction of (IRS Employer)
incorporation or organization) (Identification No.)
</TABLE>

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METROMEDIA INTERNATIONAL GROUP, INC.
ONE MEADOWLANDS PLAZA
EAST RUTHERFORD, NJ 07073-2137
(201) 531-8000
(Address of Principal Executive Offices)
(Zip Code)

PLD TELEKOM INC. EQUITY COMPENSATION PLAN
(Full title of the plan)
ARNOLD L. WADLER, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
METROMEDIA INTERNATIONAL GROUP, INC.
ONE MEADOWLANDS PLAZA
EAST RUTHERFORD, NJ 07073-2137
(Name and address of agent for service)

(201) 531-8000
(Telephone number, including area code, of agent for service)

COPY TO:
PLD TELEKOM INC.
505 PARK AVENUE, 21ST FLOOR
NEW YORK, NEW YORK 10022
ATTENTION: GENERAL COUNSEL
(212) 527-3800
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CALCULATION OF REGISTRATION FEE

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<CAPTION>
PROPOSED MAXIMUM OFFERING
TITLE OF EACH CLASS OF AMOUNT TO BE PRICE PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PERSHARE AGGREGATE OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common stock, par value $1.00
per share...................... 2,890,827 shares(1) 100%(2) $12,466,692(2) $3,466(3)
</TABLE>

(1) The amount of shares to be registered has been determined based on the
product of (i) 4,550,333 shares of PLD Telekom Inc. common stock reserved
for issuance upon exercise of options granted or to be granted under the PLD
Telekom Inc. Equity Compensation Plan that will be assumed by Metromedia
International Group, Inc. pursuant to the Agreement and Plan of Merger,
dated as of May 18, 1999, by and among Metromedia International Group, Inc.,
PLD Telekom Inc., and Moscow Communications Inc., a wholly owned subsidiary
of Metromedia International Group, multiplied by (ii) an exchange ratio of
.6353, as determined pursuant to the Agreement and Plan of Merger.

(2) Estimated solely for the purpose of computing the registration fee in
accordance with Rules 457(c) and 457(h) under the Securities Act of 1933, as
amended. The proposed maximum offering price was determined by multiplying
(i) 2,890,827, the amount of shares to be registered, by (ii) $4.3125, the
average of the high and low prices of the shares of common stock of
Metromedia International Group, Inc., as reported on the American Stock
Exchange on September 27, 1999.

(3) The registration fee has been calculated pursuant to Rules 457(c) and 457(h)
under the Securities Act of 1933 by multiplying (i) $12,466,692, the
proposed maximum aggregate offering price, by (ii) .000278.

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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

This Form S-8 relates to 2,890,827 shares of common stock of Metromedia
International Group, Inc., par value $1.00 per share (the "Metromedia Common
Stock"), which may be issued upon the exercise of options granted under the PLD
Telekom Inc. Equity Compensation Plan.

Pursuant to the Agreement and Plan of Merger, dated as of May 18, 1999, by
and among Metromedia International Group, Inc., PLD Telekom Inc. and Moscow
Communications Inc., a wholly owned subsidiary of Metromedia International
Group, the following events will occur:

(a) PLD Telekom Inc. will be acquired by and become a wholly owned
subsidiary of Metromedia International Group, Inc. through the merger of
Moscow Communications, Inc. with and into PLD Telekom, with PLD Telekom
as the surviving entity in the merger; and

(b) Options to purchase shares of common stock of PLD Telekom, par value
$0.01 per share (the "PLD Common Stock"), outstanding under the PLD
Telekom Inc. Equity Compensation Plan will be assumed by Metromedia
International Group in the merger and will become exercisable for a
number of shares of Metromedia Common Stock equal to the product of the
number of shares of PLD Common Stock subject to the original options
multiplied by .6353, the ratio used in the merger for the exchange of PLD
Common Stock for Metromedia Common Stock. In the merger, the exercise
price per share of PLD Common Stock under the original option will become
equal to the exercise price per share of PLD Common Stock under the
original option divided by .6353, the exchange ratio in the merger
(rounded to the nearest $0.01). In addition, fractional shares of any
assumed option in the merger resulting from these adjustments will be
eliminated.

The documents containing the information specified in Part I of this Form
S-8 are not required to be filed with the Securities and Exchange Commission
either as part of this registration statement or as prospectuses or prospectus
supplements pursuant to the notes to Part I of Form S-8 and rule 424 under the
Securities Act of 1933. The information required in the Section 10 (a)
prospectus is included in documents being maintained and delivered by Metromedia
International Group, as required by Part I of Form S-8 and by Rule 428 under the
Securities Act of 1933.

Metromedia International Group will provide to participants in the PLD
Telekom Inc. Equity Compensation Plan a written statement advising them of the
availability without charge, upon written or oral request, of the documents
incorporated by reference in this Form S-8, as is required by Item 3 of Part II
of this Form S-8 and stating that these documents are incorporated by reference
into the Section 10(a) prospectus. The statement will also indicate the
availability without charge, upon written or oral request, of other documents
required to be delivered to participants pursuant to Rule 428(b) under the
Securities Act of 1933. Requests for these documents should be directed to:
Metromedia International Group, Inc., One Meadowlands Plaza, East Rutherford, NJ
07073-2137, Attention: Arnold L. Wadler, Executive Vice President, General
Counsel and Secretary; Tel.: (201) 531-8000.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

Metromedia International Group files annual, quarterly and current reports,
proxy statements and other information with the Securities and Exchange
Commission. Participants in the PLD Telekom Inc. Equity Compensation Plan may
read and copy any document that is filed at the Securities and Exchange
Commission's Public Reference Room at 450 Fifth Street N.W., Washington, D.C.
20549 and also at the regional offices of the Securities and Exchange Commission
located at 7 World Trade Center, Suite 1300, New York, New York 10048 and the
Citicorp Center at 500 West Madison Street,

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Suite 1400, Chicago, Illinois 60661-2511. Please call 1-800-SEC-0330 for further
information on the operation of the Public Reference Room. Reports, proxy
statements and other information regarding issuers that file electronically with
the Securities and Exchange Commission, including filings made by Metromedia
International Group, are also available to the public from the Securities and
Exchange Commission's web site at "http://www.sec.gov."

The following documents, which have been filed previously with the
Securities and Exchange Commission by Metromedia International Group and PLD
Telekom are incorporated by reference in this Registration Statement on Form
S-8:

1. Annual Report on Form 10-K/A (Amendment No. 2) of Metromedia International
Group (file no. 001-5706) filed on August 31, 1999 for the fiscal year ended
December 31,1998;

2. Quarterly Report on Form 10-Q/A (Amendment No. 1) of Metromedia
International Group (file no. 001-5706) filed on August 31, 1999 for the
fiscal quarter ended March 31, 1999;

3. Quarterly Report on Form 10-Q/A (Amendment No. 1) of Metromedia
International Group (file no. 001-5706) filed on August 31, 1999 for the
fiscal quarter ended June 30, 1999;

4. Current Report on Form 8-K dated May 18, 1999 of Metromedia International
Group (file no. 001-5706) filed on May 20, 1999;

5. Current Report on Form 8-K dated August 4, 1999 of Metromedia International
Group (file no. 001-5706) filed on August 4, 1999;

6. Current Report on Form 8-K dated September 24, 1999 of Metromedia
International Group (file no. 001-5706) filed on September 27, 1999;

7. Current Report on Form 8-K dated September 28, 1999 of Metromedia
International Group (file no. 001-5706) filed on September 28, 1999;

8. Registration Statement on Form S-4 of Metromedia International Group (file
no. 333-86203);

9. Registration Statement on Form S-4 of Metromedia International Group (file
no. 333-79325);

10. The description of the shares of common stock of Metromedia International
Group contained in Metromedia International Group's registration statement
on Form 8-A (file no. 001-5706) filed on October 10, 1995;

11. Annual report on Form 10-K/A (Amendment No. 2) of PLD Telekom (file no.
000-20444) filed on August 31, 1999, for its fiscal year ended December 31,
1998,

12. Quarterly report on Form 10-Q/A (Amendment No.2) of PLD Telekom (file
no.000-20444) filed on August 31, 1999, for its fiscal quarter ended March
31,1999,

13. Quarterly report on Form 10-Q/A (Amendment No.1) dated May 18, 1999 of PLD
Telekom (file no.000-20444) filed on August 31, 1999, for its fiscal quarter
ended June 30, 1999, and

14. Current report on Form 8-K/A (Amendment No.1) dated May 18, 1999 of PLD
Telekom (file no.000-20444) filed on August 30, 1999.

All documents subsequently filed by Metromedia International Group pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
before the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all these securities then
remaining unsold, shall be deemed incorporated by reference in this Registration
Statement and to be part of this Registration Statement from the date of filing
of these documents. Any statement contained in this Registration Statement or in
a document incorporated by reference or deemed to be incorporated by reference
in this Registration Statement shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
in

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this Registration Statement or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference in this
Registration Statement modifies or supersedes this statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145(a) of the Delaware General Corporation Law provides that a
Delaware corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
other than an action by or in the right of the corporation, by reason of the
fact that the person is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in connection with such action, suit or proceeding if the person
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no cause to believe the person's conduct was
unlawful.

Section 145(b) of the Delaware General Corporation Law provides that a
Delaware corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that the person acted in any of the capacities described
above, against expenses (including attorneys' fees) actually and reasonably
incurred by the person in connection with the defense or settlement of this
action or suit if the person acted under similar standards as those described
above, except that no indemnification may be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the court in which such action or
suit was brought shall determine that, despite the adjudication of liability but
in view of all the circumstances of the case, this person is fairly and
reasonably entitled to be indemnified for these expenses which the court shall
deem proper.

Section 145 of the Delaware General Corporation Law further provides that to
the extent a present or former director or officer of a corporation has been
successful in the defense of any action, suit or proceeding referred to above or
in the defense of any claim, issue, or matter therein, this person must be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by this person in connection therewith. Section 145 also provides that
this indemnification shall not be deemed exclusive of any other rights to which
the party seeking indemnification may be entitled and that the corporation may
purchase and maintain insurance on behalf of a director, officer, employee or
agent of the corporation or, at the corporation's request, as such in another
corporation, partnership, trust or other enterprise against any liability
asserted against this person or incurred by this person in any such capacity or
arising out of this person's status as such whether or not the corporation would
have the power to indemnify this person against these liabilities under Section
145 of the Delaware General Corporation Law.

Section 102(b)(7) of the Delaware General Corporation Law provides that a
corporation in its certificate of incorporation may eliminate or limit personal
liability of members of its board of directors

4
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or governing body to the corporation or its stockholders for monetary damages
for breach of a director's fiduciary duty. However, no such provision may
eliminate or limit the liability of a director for breaching his duty of
loyalty, failing to act in good faith, engaging in intentional misconduct or
knowingly violating a law, unlawfully paying a dividend or approving a stock
repurchase which was illegal, or obtaining an improper personal benefit. A
provision of this type has no effect on the availability of equitable remedies,
such as injunction or rescission, for breach of fiduciary duty.

In accordance with Section 145 of the Delaware General Corporation Law,
Metromedia International Group's restated certificate of incorporation provides
that Metromedia International Group will indemnify its officers and directors
against, among other things, any and all judgments, fines, penalties, amounts
paid in settlements and expenses paid or incurred by virtue of the fact that
this officer or director was acting in that capacity to the extent not
prohibited by law. In addition, as permitted by Section 102(b)(7) of the
Delaware General Corporation Law, Metromedia International Group's restated
certificate of incorporation contains a provision limiting the personal
liability of its directors for violations of their fiduciary duties to the
fullest extent permitted by the Delaware General Corporation Law. The general
effect of this provision is to eliminate a director's personal liability for
monetary damages for actions involving a breach of his or her fiduciary duty of
care, including any action involving gross negligence. Also, in accordance with
the Delaware General Corporation Law and pursuant to its restated certificate of
incorporation, Metromedia International Group is authorized to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of Metromedia International Group, is or was serving at its
request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against this person and incurred by this person in that capacity, or
arising out of this person's status as such, whether or not Metromedia
International Group would have the power to indemnify this person against
liability under the Delaware General Corporation law.

Metromedia International Group has entered into agreements with certain of
its directors and officers which require it to indemnify each of these directors
and officers against, and to advance expenses incurred by each of them in the
defense of, any claim arising out of their employment to the fullest extent
permitted under law. These indemnification agreements also provide, among other
things, for (1) advancement by Metromedia International Group of expenses
incurred by the director or officer in defending certain litigation, (2) the
appointment of an independent legal counsel to determine whether the director or
officer is entitled to indemnity and (3) the continued maintenance by Metromedia
International Group of directors' and officers' liability insurance providing
each director or officer who is a party to any such agreement with $5 million of
primary coverage and an excess policy providing $5 million of additional
coverage. These indemnification agreements were approved by Metromedia
International Group's stockholders at their 1993 annual meeting.

Metromedia International Group is a party to a management agreement with
Metromedia Company dated November 1, 1995 pursuant to which Metromedia Company
provides it with management services, including legal, insurance, payroll and
financial accounting systems and cash management, tax and benefit plans in
return for a management fee. Metromedia International Group is also obligated to
reimburse Metromedia Company for all its out-of-pocket costs and expenses
incurred and advances paid by Metromedia Company in connection with the
agreement. Metromedia International Group has also agreed to indemnify and hold
harmless Metromedia Company from and against any and all damages, liabilities,
losses, claims, actions, suits, proceedings, fees, costs or expenses (including
reasonable attorneys' fees and other costs and expenses to any suit, proceeding
or investigation of any kind) imposed on, incurred by or asserted against
Metromedia Company in connection with the management agreement.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

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ITEM 8. EXHIBITS

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<CAPTION>
EXHIBIT NUMBER: TITLE
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3.1** Restated Certificate of Incorporation of Metromedia International Group (incorporated by
reference from Metromedia International Group's Registration Statement on Form S-3 (Registration
No. 33-63853).

3.2** By-laws of Metromedia International Group (incorporated by reference from Metromedia
International Group's Registration Statement on Form S-3 (Registration No. 33-63853).

3.3** Certificate of Amendment to the Restated Certificate of Incorporation of Metromedia International
Group (incorporated by reference from Metromedia International Group's Schedule 14A, dated August
6, 1996, for the annual meeting of stockholders dated August 29, 1996).

3.4** Form of certificate for the shares of common stock of Metromedia International Group
(incorporated by reference from Metromedia International Group's Registration Statement on Form
S-4 (Registration No. 333-86203).

4.1* PLD Telekom Inc. Equity Compensation Plan.

5.1* Opinion of Paul, Weiss, Rifkind, Wharton & Garrison regarding the legality of the securities
being registered.

23.1* Consent of KPMG LLP.

23.2* Consent of KPMG LLP.

23.3* Consent of KPMG LLP.

23.4* Consent of KPMG LLP.

23.5* Consent of KPMG.

23.6* Consent of KPMG.

23.7* Consent of KPMG.

23.8* Consent of KPMG.

23.9* Consent of Moore Stephens.

23.10* Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in Exhibit 5.1).

24.1* Power of Attorney (included on the signature page of this Registration Statement).
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* Filed herewith.

** Previously filed.
</TABLE>

ITEM 9. UNDERTAKINGS

The undersigned registrant hereby undertakes:

(a) to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any
material information with respect to the plan of

6
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distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;

(b) that, for the purpose of determining any liability under the Securities
Act of 1933, as amended, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and

(c) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934), that is incorporated by reference
in this registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers and controlling
persons of the registrant pursuant to the registrant's restated certificate of
incorporation or by-laws, by contract, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934, and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on September 30, 1999.

METROMEDIA INTERNATIONAL GROUP, INC.

BY: /S/ STUART SUBOTNICK
-----------------------------------------
Name: Stuart Subotnick
Title: President and Chief Executive
Officer

KNOWN ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Silvia Kessel and Arnold L. Wadler
and each of them, his or her true and lawful agent, proxy and attorney-in-fact,
each acting alone, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all capacities to (i)
act on, sign and file with the Securities and Exchange Commission any and all
amendments (including post-effective amendments) to this registration statement
together with all schedules and exhibits thereto and any subsequent registration
statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, together with all schedules and exhibits thereto, (ii) act on, sign and
file such certificates, instruments, agreements and other documents as may be
necessary or appropriate in connection therewith, (iii) act on and file any
supplement to any prospectus included in this registration statement or any such
amendment or any subsequent registration statement filed pursuant to Rule 426(b)
under the Securities Act of 1933, as amended, and (iv) take any and all actions
which may be necessary or appropriate in connection therewith, granting unto
such agents, proxies and attorneys-in-fact, and each of them, full power and
authority to do and perform each and every act and thing necessary or
appropriate to be done, as fully for all intents and purposes as he or she might
or could do in person, hereby approving, ratifying and confirming all that such
agents, proxies and attorneys-in-fact, any of them or any of his or her or their
substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.

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SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------

/s/ JOHN W. KLUGE
- ------------------------------ Chairman of the Board of September 30, 1999
John W. Kluge Directors

Vice Chairman of the Board
/s/ STUART SUBOTNICK of Directors, President
- ------------------------------ and Chief Executive September 30, 1999
Stuart Subotnick Officer (Principal
Executive Officer)

Executive Vice President,
/s/ SILVIA KESSEL Chief Financial Officer,
- ------------------------------ Treasurer and Director September 30, 1999
Silvia Kessel (Principal Financial
Officer)

/s/ ARNOLD L. WADLER Executive Vice President,
- ------------------------------ General Counsel, September 30, 1999
Arnold L. Wadler Secretary and Director

/s/ VINCENT D. SASSO, JR.
- ------------------------------ Vice President (Principal September 30, 1999
Vincent D. Sasso, Jr. Accounting Officer)

JOHN P. IMLAY, JR.
- ------------------------------ Director September 30, 1999
John P. Imlay, Jr.

/s/ CLARK A. JOHNSON
- ------------------------------ Director September 30, 1999
Clark A. Johnson

/s/ CARL E. SANDERS
- ------------------------------ Director September 30, 1999
Carl E. Sanders

/s/ RICHARD J. SHERWIN
- ------------------------------ Director September 30, 1999
Richard J. Sherwin

/s/ LEONARD WHITE
- ------------------------------ Director September 30, 1999
Leonard White

9
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INDEX TO EXHIBITS

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<CAPTION>
Exhibits
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3.1** Restated Certificate of Incorporation of Metromedia International Group
(incorporated by reference from Metromedia International Group's Registration
Statement on Form S-3 (Registration No. 33-63853).

3.2** By-laws of Metromedia International Group (incorporated by reference from
Metromedia International Group's Registration Statement on Form S-3
(Registration No. 33-63853).

3.3** Certificate of Amendment to the Restated Certificate of Incorporation of
Metromedia International Group (incorporated by reference from Metromedia
International Group's Schedule 14A, dated August 6, 1996, for the annual
meeting of stockholders dated August 29, 1996).

3.4** Form of certificate for the shares of common stock of Metromedia
International Group (incorporated by reference from Metromedia International
Group's Registration Statement on Form S-4 (Registration No. 333-86203).

4.1* PLD Telekom Inc. Equity Compensation Plan.

5.1* Opinion of Paul, Weiss, Rifkind, Wharton & Garrison regarding the legality of
the securities being registered.

23.1* Consent of KPMG LLP.

23.2* Consent of KPMG LLP.

23.3* Consent of KPMG LLP.

23.4* Consent of KPMG LLP.

23.5* Consent of KPMG.

23.6* Consent of KPMG.

23.7* Consent of KPMG.

23.8* Consent of KPMG.

23.9* Consent of Moore Stephens.

23.10* Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in Exhibit
5.1).

24.1* Power of Attorney (included on the signature page of this Registration
Statement).
- ------------------------

* File herewith.

** Previously filed.
</TABLE>

<PAGE>

EXHIBIT 4.1

PLD TELEKOM INC.
EQUITY COMPENSATION PLAN

(including amendments adopted by the Board of Directors
effective as of June 6, 1997)

The purpose of the PLD Telekom Inc. Equity Compensation Plan (the
"Plan") is to provide (i) employees of PLD Telekom Inc. (the "Company") and
designated key employees of its subsidiaries, (ii) certain consultants and
advisors who perform services for the Company or its subsidiaries, and (iii)
non-employee members of the Board of Directors of the Company (the "Board"),
with the opportunity to receive grants of incentive stock options, nonqualified
stock options, stock appreciation rights, restricted stock and performance
units, to the extent and upon the terms hereinafter set forth. The Company
believes that the Plan will encourage the participants to contribute materially
to the growth of the Company, thereby benefiting the Company's shareholders, and
will align the economic interests of the participants with those of the
shareholders.

The Plan amends and supersedes in its entirety the PLD Telekom Inc.
Stock Option Plan (the "Prior Plan"). No further grants shall be made under the
Prior Plan following the adoption of this Plan and grantees under the Prior Plan
shall have the option of continuing to have their existing grants covered by the
terms of the Prior Plan or (by so electing in writing) having their grants
covered by the terms of the Plan.

I. Administration

A. Committee. The Plan shall be administered and interpreted by
a committee appointed by the Board (the "Committee"). The Committee shall
consist of two or more persons appointed by the Board, all of whom shall be
"outside directors" as defined under section 162(m) of the Internal Revenue Code
of 1986, as amended (the "Code") and related Treasury regulations and may be
"non-employee directors" as defined under Rule 16b-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Grants made to
Non-Employee Directors (as hereinafter defined in Section 4(a) below) shall be
made in accordance with Section 6 below.

B. Committee Authority. Except as provided in Section 6, the Committee
shall have the sole authority to (i) determine the individuals to whom grants
shall be made under the Plan, (ii) determine the type, size and terms of the
grants to be made to each such individual, (iii) determine the time when the
grants will be made and the duration of any applicable exercise or restriction
period, including the criteria for exercisability and the acceleration of
exercisability and (iv) deal with any other matters arising under the Plan.

C. Committee Determination. The Committee shall have full power and
authority to administer and interpret the Plan, to make factual determinations
and to adopt or amend such rules, regulations, agreements and instruments for
implementing the Plan and for the conduct of its business as it deems necessary
or advisable, in its sole discretion. The Committee's interpretations of the
Plan and all determinations made by the Committee pursuant to the powers vested
in it hereunder shall be conclusive and binding on all persons having any
interest in the Plan or in any awards granted hereunder. All powers of the
Committee shall be executed in its sole discretion, in the best interest of the
Company, not as a

<PAGE>

fiduciary, and in keeping with the objectives of the Plan and need not be
uniform as to similarly situated individuals.

II. Grants.

Awards under the Plan may consist of grants of incentive stock options
as described in Section 5 ("Incentive Stock Options"), nonqualified stock
options as described in Section 5 and Section 6 ("Nonqualified Stock Options")
(Incentive Stock Options and Nonqualified Stock Options are collectively
referred to as "Options"), restricted stock as described in Section 7
(Restricted Stock"), stock appreciation rights as described in Section 8
("SARs"), and performance units as described in Section 9 ("Performance Units")
(hereinafter collectively referred to as "Grants"). All Grants shall be subject
to the terms and conditions set forth herein and to such other terms and
conditions consistent with this Plan as the Committee deems appropriate and as
are specified in writing by the Committee to the individual in a grant
instrument (the "Grant Instrument") or an amendment to the Grant Instrument. The
Committee shall approve the form and provisions of each Grant Instrument. Grants
under a particular Section of the Plan need not be uniform as among the
grantees.

III. Shares Subject to the Plan

A. Shares Authorized. Subject to the adjustment specified below, (i)
the maximum aggregate number of shares of the Company's Common Stock
(hereinafter, "Company Stock") that may be reserved for issuance or issued under
this Plan (after taking into account Company Stock underlying SARs or which may
be issued in respect of any Performance Units) shall not at any time exceed
fifteen percent (15%) of the total issued and outstanding shares of Company
Stock (provided, however, that, if the number of shares of Company Stock
outstanding is reduced, this shall not affect the number of shares subject to
then outstanding Grants"), (ii) the maximum aggregate number of shares of
Company Stock that may be subject to the Grant of Incentive Stock Options under
the Plan shall be 1,000,000, and (iii) the maximum aggregate number of shares of
Company Stock that shall be subject to the Grant of Options under this Plan to
any individual during any calendar year shall be 1,500,000 shares. Unless such
reduction shall occur as a result of the operation of any of the adjustments
specified below, no reduction in the total number of issued and outstanding
shares of Common Stock shall have the effect of reducing the number of shares of
Common Stock which are then issued or reserved for issuance under this Plan. The
shares issued or reserved for issuance may be authorized but unissued shares of
Company Stock or reacquired shares of Company Stock, including shares purchased
by the Company on the open market for purposes of the Plan. If and to the extent
Options or SARs granted under the Plan terminate, expire, or are canceled,
forfeited, exchanged or surrendered without having been exercised or if any
shares of Restricted Stock or Performance Units are forfeited, the shares
subject to such Grants shall again be available for purposes of the Plan.

B. Adjustments. If there is any change in the number or kind of shares
of Company Stock outstanding (i) by reason of a stock dividend, spinoff,
recapitalization, stock split, or combination or exchange of shares, (ii) by
reason of a merger, reorganization or consolidation in which the Company is the
surviving corporation, (iii) by reason of a reclassification or change in par
value, or (iv) by reason of any other extraordinary or unusual event affecting
the outstanding Company Stock as a class without the Company's receipt of
consideration, or if the value of outstanding shares of Company Stock is
substantially reduced as a result of a spinoff or the Company's payment of an
extraordinary dividend or distribution, the maximum number of shares of Company
Stock available for Grants, the maximum number of shares of Company Stock that
any individual participating in the Plan may be granted in any

<PAGE>

year, the number of shares covered by outstanding Grants, the kind of shares
issued under the Plan, and the price per share or the applicable market value of
such Grants shall be appropriately adjusted by the Committee to reflect any
increase or decrease in the number of, or change in the kind or value of, issued
shares of Company Stock to preclude, to the extent practicable, the enlargement
or dilution of rights and benefits under such Grants; provided, however, that
any fractional shares resulting from such adjustment shall be eliminated. If any
questions shall at any time arise with respect to any adjustment, such questions
shall be conclusively determined by the Company's auditors or, if they decline
to so act, any other member of so-called "Big Six" accounting firms that the
Company may designate and who shall have access to all appropriate records, and
such determination shall be binding upon the Company and the affected
Grantee(s).

IV. Eligibility for Participation

A. Eligible Persons. All employees of the Company and designated key
employees of its subsidiaries (collectively, "Employees"), including Employees
who are officers or members of the Board, shall be eligible to participate in
the Plan. Members of the Board who are not Employees ("Non-Employee Directors")
shall be eligible to receive Grants only under Section 6 of the Plan.
Consultants and advisors who perform services for the Company or any of its
subsidiaries ("Key Advisors") shall be eligible to participate in the Plan only
if the Key Advisors render services which are bona fide and substantial and such
services are not in connection with the offer or sale of securities in a
capital-raising transaction.

B. Selection of Grantees. The Committee shall select the Employees and
Key Advisors to receive Grants and shall determine the numbers of shares of
Company Stock subject to a particular Grant in such manner as the Committee
determines. Employees, Key Advisors and Non-Employee Directors who receive
Grants under this Plan shall hereinafter be referred to as "Grantees".

(c) Records. The Company shall maintain records of each Grant made
under the Plan, including a copy of the Grant Instrument and any other details
of the Grant not set forth therein. Upon request therefore from any Grantee and
at such other times as the Company shall determine, the Company shall furnish
each Grantee with a statement setting forth the details of his or her Grants
(which may be a copy of the Grant Instrument). Such statement shall be deemed to
have been accepted by the affected Grantee unless written notice to the contrary
is given to the Company within thirty (30) days after such statement is given to
such Grantee.

V. Granting of Options

A. Number of Shares. The Committee shall determine the number of shares
of Company Stock that will be subject to each Grant of Options to Employees and
Key Advisors.

B. Type of Option and Price.

(i) The Committee may grant Incentive Stock Options that are
intended to qualify as "incentive stock options" within the meaning of section
422 of the Code or Nonqualified Stock Options that are not intended so to
qualify or any combination of Incentive Stock Options and Nonqualified Stock
Options, all in accordance with the terms and conditions set forth herein.
Incentive Stock Options may be granted only to Employees, Nonqualified Stock
Options may be granted to Employees and Key Advisors and, pursuant to Section 6
of the Plan, to Non-Employee Directors.

<PAGE>

(ii) The purchase price (the "Exercise Price") of Company Stock
subject to an Option shall be determined by the Committee and may be equal to,
greater than, or less than the Fair Market Value (as defined below) of a share
of Company Stock on the date the Option is granted; provided, however, that (x)
the Exercise Price of an Incentive Stock Option shall be equal to, or greater
than, the Fair Market Value of a share of Company Stock on the date the
Incentive Stock Option is granted and (y) an Incentive Stock Option may not be
granted to an Employee who, at the time of grant, owns stock possessing more
than 10% of the total combined voting power of all classes of stock of the
Company or any parent or subsidiary of the Company, unless (A) the Exercise
Price per share is not less than 110% of the Fair Market Value of Company Stock
on the date of grant and (B) the term of such Incentive Stock Option is not more
than five years.

(iii) So long as the Company Stock is publicly is publicly
traded, then the Fair Market Value per share shall be determined as follows: (x)
if the principal trading market for the Company Stock is a national securities
exchange or the Nasdaq national market, the last reported sale price thereof on
the relevant date or (if there were no trades on that date) the latest preceding
date upon which a sale was reported, or (y) if the Company Stock is not
principally traded on such exchange or market, the mean between the last
reported "bid" and "asked" prices of Company Stock on the relevant date, as
reported on Nasdaq or, if not so reported, as reported by the National Daily
Quotation Bureau, Inc. or as reported in a customary financial reporting
service, as applicable and as the Committee determines. If the Company Stock
ceases to be publicly traded or, if publicly traded, is not subject to reported
transactions or "bid" or "asked" quotations as set forth above, the Fair Market
Value per share shall be as determined by the Committee.

C. Options Term. The Committee shall determine the term of each Option.
The term of any Option shall not exceed then years from the date of grant.
However, an Incentive Stock Option that is granted to an Employee who, at the
time of grant, owns stock possessing more than 10 percent of the total combined
voting power of all classes of stock of the Company, or any parent or subsidiary
of the Company, may not have a term that exceeds five years from the date of
grant.

D. Exercisability of Options. Options shall become exercisable in
accordance with such terms and conditions, consistent with the Plan, as may be
determined by the Committee and specified in the Grant Instrument or an
amendment to the Grant Instrument. The Committee may accelerate the
exercisability of any or all outstanding Options at any time for any reason.

E. Termination of Employment, Disability or Death.

1. Except as provided below, an Option may only be exercised
while the Grantee is employed by the Company as an Employee, Key Advisor or
member of the Board. In the event that a Grantee ceases to be employed by the
Company for any reason other than a "disability", death, or "termination for
cause", any Option other than an Incentive Stock Option which is otherwise
exercisable by the Grantee shall terminate unless exercised within one (1) year
after the date on which the Grantee ceases to be employed by the Company (or
within such other period of time as may be specified by the Committee), but in
any event no later than the date of expiration of the Option term, and any
Incentive Stock Option shall terminate unless exercised by the earlier of three
(3) months after the date on which the Grantee ceases to be employed by the
Company (or within such other period of time as may be specified by the
Committee) but in any event no later than the date of expiration of the Option
term. Unless the

<PAGE>

terms of the Grant specify otherwise, any of the Grantee's Options that are not
otherwise exercisable as of the date on which the Grantee ceases to be employed
by the Company shall terminate as of such date.

2. In the event the Grantee ceases to be employed by the
Company on account of a "termination for cause" by the Company, any Option held
by the Grantee shall terminate as of the date the Grantee ceases to be employed
by the Company, or upon such other date as may be determined by the Committee.

3. In the event the Grantee ceases to be employed by the
Company because the Grantee is "disabled", any Option which is otherwise
exercisable by the Grantee shall terminate unless exercised within one (1) year
after the date on which the Grantee ceases to be employed by the Company (or
within such other period of time as may be specified by the Committee), but in
any event no later than the date of expiration of the Option term. Unless the
terms of the Grant specify otherwise, any of the Grantee's Options which are not
otherwise exercisable as of the date on which the Grantee ceases to be employed
by the Company by reason of disability shall terminate as of the date of
cessation of employment.

4. If the Grantee dies while employed by the Company or within
a period of time following such Grantee's termination of employment during which
the Option continues to be exercisable by the Grantee pursuant to this Section
5(e), such Option to the extent that it is otherwise exercisable by the Grantee
shall terminate unless exercised within two (2) years after the Grantee's date
of death, but in any event no later than the date of expiration of the Option
term. Unless the terms of the Grant specify otherwise, any of the Grantee's
Options that are not otherwise exercisable as of the date on which the Grantee
dies shall terminate as of the date of death.

5. For purposes of this Section 5(e) and Sections 6, 7,
8 and 9:

(A) the term "Company" shall mean the Company and its
subsidiary corporations.

(B) the term "employed by the Company" shall mean employment or
service as an Employee, Key Advisor or member of the Board (so that,
for purposes of exercising Options and SARs and satisfying conditions
with respect to Restricted Stock and Performance Units, a Grantee shall
not be considered to have terminated employment or service until the
Grantee ceases to be an Employee, Key Advisor and member of the Board),
unless the Committee determines otherwise.

(D) the term "termination for cause" shall mean termination of
a Grantee's employment or other relationship with the Company in
connection with which the Committee has made a finding that the Grantee
has (i) materially breached his or her employment or service contract
with the Company, (ii) failed (after due warning) to comply with
announced Company policies, (iii) failed (after due warning) to perform
his or her duties in a diligent and competent manner, (iv) engaged in
fraud, embezzlement, theft or proven dishonesty in the course of his or
her employment or service, or (v) engaged in other acts of disloyalty
to the Company, including without limitation disclosing trade secrets
or confidential information of the Company to persons not entitled to
receive such information. In the event a Grantee's employment is
terminated for cause, in addition to the immediate termination of all
Grants, the Grantee shall automatically

<PAGE>

forfeit all shares underlying any exercised portion of an Option for
which the Company has not yet delivered the share certificates, upon
refund by the Company of the Exercise Price paid by the Grantee for
such shares.

F. Exercise of Options. A Grantee may exercise an Option that has
become exercisable, in whole or in part, by delivering a notice of exercise to
the Company with payment of the Exercise Price. The Grantee shall pay the
Exercise Price for an Option as specified by the Committee (x) in cash, (y) with
the approval of the Committee, by delivering shares of Company Stock owned by
the Grantee (including Company Stock acquired in connection with the exercise of
an Option, subject to such restrictions as the Committee deems appropriate) and
having a Fair Market Value on the date of exercise equal to the Exercise Price
or (z) by such other method as the Committee may approve, including payment
through a broker in accordance with procedures permitted by Regulation T of the
Federal Reserve Board. Shares of Company Stock used to exercise an Option shall
have been held by the Grantee for the requisite period of time to avoid adverse
accounting consequences to the Company with respect to the Option. The Grantee
shall pay the Exercise Price and the amount of any withholding tax due (pursuant
to Section 11) at the time of exercise. As of the date the Company receives such
payment, the Grantee (or any person claiming through him, as the case may be)
shall be entitled to be entered on the share register of the Company as the
holder of the number of shares of Company Stock in respect of which the Option
was exercised, and as promptly as possible thereafter shall be delivered a
certificate representing that number of shares.

G. Limits on Incentive Stock Options. Each Incentive Stock Option shall
provide that, if the aggregate Fair Market Value of the stock on the date of the
grant with respect to which Incentive Stock Options are exercisable for the
first time by a Grantee during any calendar year, under the Plan or any other
stock option plan of the Company or a parent or subsidiary, exceeds $100,000,
then the option, as to the excess, shall be treated as a Nonqualified Stock
Option. An Incentive Stock Option shall not be granted to any person who is not
an Employee of the Company or a subsidiary (within the meaning of section 424(f)
of the Code).

VI. Formula Option Grants to Non-Employee Directors

A Non-Employee Director shall be entitled to receive Nonqualified Stock
Options in accordance with this Section 6.

A. Initial Grant. Subject to the approval of the Board, each
Non-Employee Director who first becomes a member of the Board after the
effective date of this Plan as amended and restate, (as specified in Section 20)
shall receive a grant of a Nonqualified Stock Option to purchase 10,000 shares
of Company Stock on the date as of which he or she first becomes a member of the
Board.

B. Annual Grants. Subject to the approval of the Board, on each date
that the Company holds its annual meeting of shareholders, commencing with the
1998 annual meeting, each Non-Employee Director who is in office immediately
after the annual election of directors (other than a director who is first
elected to the Board at such meeting) shall receive a grant of a Nonqualified
Stock Option to purchase 5,000 shares of Company Stock. The date of grant of
each such annual Grant shall be the date of the annual meeting of the Company's
shareholders.

C. Exercise Price. The Exercise Price per share of Company Stock
subject to an Option granted under this Section 6 shall be equal to the Fair
Market Value of a share of Company Stock on the date of grant.

<PAGE>

D. Option Term and Exercisability. The term of each Option granted
pursuant to this Section 6 shall be ten years or such shorter period as shall be
determined by the Board. Options granted under this Section 6 shall be fully
exercisable as of the date of grant.

E. Payment-of-Exercise Price.

1. The Exercise Price for an Option granted under this Section 6
shall be paid in cash. The Grantee shall pay the Exercise Price and the amount
of any withholding tax due at the time of exercise. Shares of Company Stock
shall not be issued upon exercise of an Option until the Exercise Price is fully
paid and any required withholding is made.

2. A Grantee may exercise an Option granted under this Section 6 by
delivering to the Committee a notice of exercise as described below, with
accompanying payment of the Exercise Price in accordance with Section 6(e)(i)
above. The notice of exercise may instruct the Company to deliver shares of
Company Stock due upon the exercise of the Option to any registered broker or
dealer designated by the Committee in lieu of delivery to the Grantee, and shall
designate the account into which the shares are to be deposited. With the
approval of the Board, a Grantee may exercise an Option by delivering shares of
Company Stock owned by the Grantee as permitted under Section 5(f).

F. Applicability of Plan Provisions. Except as otherwise provided in
this Section 6, Nonqualified Stock Options granted to Non-Employee Directors
shall be subject to the provisions of this Plan applicable to Nonqualified Stock
Options granted to other persons, provided however that (i) if an event
described in Section 3(b) occurs, appropriate adjustments, as described in that
Section, shall be made automatically, (ii) with respect to the provisions of
Section 5(e), the Committee shall not have discretion to modify the terms of
such provisions in the Grant Instrument, and (iii) in the event of a Change of
Control (as defined in Section 13), the provisions of Section 14 shall apply to
Options granted pursuant to this Section 6, except that the Committee shall not
have discretion under Section 14(c) to modify the automatic provisions of that
Section.

G. Administration. Except to the extent provided herein, the provisions
of this Section 6 are intended to operate automatically and not require
administration. To the extent that any administrative determinations are
required, any determinations with respect to the provisions of this Section 6
shall be made by the Board. If at any time there are not sufficient shares
available under the Plan to permit a Grant as described in this Section 6, the
Grant shall be reduced pro rata (to zero, if necessary) so as not to exceed the
number of shares then available under the Plan.

VII. Restricted Stock Grants

The Committee may issue or transfer shares of Company Stock to an
Employee or Key Advisor under a Grant of Restricted Stock, upon such terms as
the Committee deems appropriate. The following provisions are applicable to
Restricted Stock:

A. General Requirements. Shares of Company Stock issued or transferred
pursuant to Restricted Stock Grants may be issued or transferred for
consideration or for no consideration, as determined by the Committee. The
Committee may establish conditions under which restrictions on shares of
Restricted Stock shall lapse over a period of time or according to such other
criteria as the

<PAGE>

E. Payment-of Exercise Price.

VII. Restricted Stock Grants

<PAGE>

Committee deems appropriate. The period of time during which the Restricted
Stock will remain subject to restrictions will be designated in the Grant
Instrument as the "Restriction Period."

B. Number of Shares. The Committee shall determine the number of shares
of Company Stock to be issued or transferred pursuant to a Restricted Stock
Grant and the restrictions applicable to such shares.

C. Requirement of Employment. If the Grantee ceases to be employed by
the Company (as defined in Section 5(e) above) during a period designated in the
Grant Instrument as the Restriction Period, or if other specified conditions are
not met, the Restricted Stock Grant shall terminate as to all shares covered by
the Grant as to which the restrictions have not lapsed, and those shares of
Company Stock must be immediately returned to the Company. The Committee may,
however, provide for complete or partial exceptions to this requirement as it
deems appropriate.

D. Restrictions on Transfer and Legend on Stock Certificate. During the
Restriction Period, a Grantee may not sell, assign, transfer, pledge or
otherwise dispose of the shares of Restricted Stock except to a Successor
Grantee under Section 12(a). Each certificate for a share of Restricted Stock
shall contain a legend giving appropriate notice of the restrictions in the
Grant. The Grantee shall be entitled to have the legend removed from the stock
certificate covering the shares subject to restrictions when all restrictions on
such shares have lapsed. The Committee may determine that the Company will not
issue certificates for shares of Restricted Stock until all restrictions on such
shares have lapsed, or that the Company will retain possession of certificates
for such shares have lapsed, or that the Company will retain possession of
certificates for shares of Restricted Stock until all restrictions on such
shares have lapsed.

E. Right to Vote and to Receive Dividends. Unless the Committee
determines otherwise, during the Restricted Period, the Grantee shall have the
right to vote shares of Restricted Stock and to receive any dividends or other
distributions paid on such shares, subject to any restriction deemed appropriate
by the Committee.

F. Lapse of Restrictions. All restrictions imposed on Restricted Stock
shall lapse upon the expiration of the applicable Restriction Period and the
satisfaction of all conditions imposed by the Committee. The Committee may
determine, as to any or all Restricted Stock Grants, that the restrictions shall
lapse without regard to any Restriction Period.

VII. Stock Appreciation Rights

A. General Requirements. The Committee may grant stock appreciation
rights ("SARs") to an Employee or Key Advisor separately or in tandem with any
Option (for all or a portion of the applicable Option). Tandem SARs may be
granted either at the time the Option is granted or at any time thereafter while
the Option remains outstanding; provided, however, that, in the case of an
Incentive Stock Option, SARs may be granted only at the time of the Grant of the
Incentive Stock Option. The Committee shall establish the base amount of the SAR
at the time the SAR is granted. Unless the Committee determines otherwise, the
base amount of each SAR shall be equal to the per share Exercise Price of the
related Option or, if there is no related Option, the Fair Market Value of a
share of Company Stock as of the date of Grant of the SAR.

B. Tandem SARs. In the case of tandem SARs, the number of SARs granted
to a Grantee that shall be exercisable during a specified period shall not
exceed the number of shares of Company

<PAGE>

Stock that the Grantee may purchase upon the exercise of the related Option
during such period. Upon the exercise of an Option, the SARs relating to the
Company Stock covered by such Option shall terminate. Upon the exercise of SARs,
the related Option shall terminate to the extent of an equal number of shares of
Company Stock.

C. Exercisability. An SAR shall be exercisable during the period
specified by the Committee in the Grant Instrument and shall be subject to such
vesting and other restriction as may be specified in the Grant Instrument. The
Committee may accelerate the exercisability of any or all outstanding SARs at
any time for any reason. SARs may only be exercised while the Grantee is
employed by the Company or during the applicable period after termination of
employment as described in Section 5(e). A tandem SAR shall be exercisable only
during the period when the Option to which it is related is also exercisable.

D. Value of SARs. When a Grantee exercises SARs, the Grantee shall
receive in settlement of such SARs an amount equal to the value of the stock
appreciation for the number of SARs exercised, payable in cash. The stock
appreciation for an SAR is the amount by which the Fair Market Value of the
underlying Company Stock on the date of exercise of the SAR exceeds the base
amount of the SAR as described in Section (8)(a).

IX. Performance Units.

A. General Requirements. The Committee may grant performance units
("Performance Units") to an Employee or Key Advisor. Each Performance Unit shall
represent the right of the Grantee to receive an amount based on the value of
the Performance Unit, if performance goals established by the Committee are met.
A Performance Unit shall be based on the Fair Market Value of a share of Company
Stock or on such other measurement base as the Committee deems appropriate. The
Committee shall determine the number of Performance Units to be granted and the
requirements applicable to such Units.

B. Performance Period and Performance Goals. When Performance Units are
granted, the Committee shall establish the performance period during which
performance shall be measured (the "Performance Period"), performance goals
applicable to the Units ("Performance Goals") and such other conditions of the
Grant as the Committee deems appropriate. Performance Goals may relate to the
financial performance of the Company or its operating units, the performance of
Company Stock, individual performance, or such other criteria as the Committee
deems appropriate.

C. Payment with respect to Performance Units. At the end of each
Performance Period, the Committee shall determine to what extent the Performance
Goals and other conditions of the Performance Units are met and the amount, if
any, to be paid with respect to the Performance Units. Payments with respect to
Performance Units shall be made in cash.

D. Requirement of Employment. If the Grantee ceases to be employed by
the Company (as defined in Section 5(e) above) during a Performance Period, or
if other conditions established by the Committee are not met, the Grantee's
Performance Units shall be forfeited. The Committee may, however, provide for
complete or partial exceptions to this requirement as it deems appropriate.

10. Qualified Performance-Based Compensation

(a) Designation as Qualified Performance-Based Compensation. The
Committee may determine that Performance Units or Restricted Stock granted to an
Employee shall be considered

<PAGE>

"qualified performance-based compensation" under Section 162(m) of the Code. The
provisions of this Section 10 shall apply to Grants of Performance Units and
Restricted Stock that are to be considered "qualified performance-based
compensation" under Section 162(m) of the Code.

(b) Performance Goals. When Performance Units or Restricted Stock that
are to be considered "qualified performance-based compensation" are granted, the
Committee shall establish in writing (i) the objective performance goals that
must be met in order for restrictions on the Restricted Stock to lapse or
amounts to be paid under the Performance Units, (ii) the Performance Period
during which the performance goals must be met, (iii) the threshold, target and
maximum amounts that may be paid if the performance goals are met, and (iv) any
other conditions, including without limitation provisions relating to death,
disability, other termination of employment or Change of Control, that the
Committee deems appropriate and consistent with the Plan and Section 162(m) of
the Code. The performance goals may relate to the Employee's business unit or
the performance of the Company and its subsidiaries as a whole, or any
combination of the foregoing. The Committee shall use objectively determinable
performance goals based on one or more of the following criteria: stock price,
earnings per share, net earnings, operating earnings, return on assets,
shareholder return, return on equity, growth in assets, unit volume, sales,
market share, or strategic business criteria consisting of one or more
objectives based on meeting specified revenue goals, market penetration goals,
geographic business expansion goals, cost targets or goals relating to
acquisitions or divestitures.

(c) Establishment of Goals. The Committee shall establish the
performance goals in writing either before the beginning of the Performance
Period or during a period ending no later than the earlier of (i) 90 days after
the beginning of the Performance Period and (ii) the date on which 25% of the
Performance Period has been completed, or such other date as may be required or
permitted under applicable regulations under Section 162(m) of the Code. The
performance goals shall satisfy the requirements for "qualified
performance-based compensation", including the requirement that the achievement
of the goals be substantially uncertain at the time they are established and
that the goals be established in such a way that a third party with knowledge of
the relevant facts could determine whether and to what extent the performance
goals have been met. The Committee shall not have discretion to increase the
amount of compensation that is payable upon achievement of the designated
performance goals.

(d) Maximum Payment. If Restricted Stock, or Performance Units measured
with respect to the Fair Market Value of Company Stock, are granted, not more
than 750,000 shares of Company Stock may be granted to an Employee under the
Performance Units or Restricted Stock for any Performance Period. If Performance
Units are measured with respect to other criteria, the maximum amount that may
be paid to an Employee with respect to a Performance Period is $5,000,000.

(e) Announcement of Grants. The Committee shall certify and announce
the results for each Performance Period to all Grantees immediately following
the announcement of the Company's financial results for the Performance Period.
If and to the extent that the Committee does not certify that the performance
goals have been met, the grants of Restricted Stock or Performance Units for the
Performance Period shall be forfeited.

11. Withholding of Taxes

(a) Required Withholding. All Grants under the Plan shall be subject to
applicable federal (including FICA), state and local tax withholding
requirements. The Company shall have the right to

<PAGE>

deduct from all Grants paid in cash, or from other wages paid to the Grantee,
any federal, state or local taxes required by law to be withheld with respect to
such Grants. In the case of Options and other Grants paid in Company Stock, the
Company may require the Grantee or other person receiving such shares to pay to
the Company the amount of any such taxes that the Company is required to
withhold with respect to such Grants, or the Company may deduct from other wages
paid by the Company the amount of any withholding taxes due with respect to such
Grants.

(b) Election to Withhold Shares. If the Committee so permits, a Grantee
may elect to satisfy the Company's income tax withholding obligation with
respect to an Option or Restricted Stock paid in Company Stock by having shares
withheld up to an amount that does not exceed the Grantee's applicable marginal
tax rate for federal (including FICA), state and local tax liabilities. The
election must be in a form and manner prescribed by the Committee and shall be
subject to the prior approval of the Committee. With respect to Options granted
to Non-Employee Directors, the approval of the Board shall be required with
respect to any election made under this Section 11(b).

12. Transferability of Grants

(a) Nontransferability of Grants. Except as provided below, only the
Grantee may exercise rights under a Grant during the Grantee's lifetime. A
Grantee may not transfer those rights except by will or by the laws of descent
and distribution or, with respect to Grants other than Incentive Stock Options,
if permitted in any specific case by the Committee pursuant to a domestic
relations order (as defined under the Code or Title I of the Employee Retirement
Income Security Act of 1974, as amended, or the regulations thereunder). When a
Grantee dies, the personal representative or other person entitled to succeed to
the rights of the Grantee ("Successor Grantee") may exercise such rights. A
Successor Grantee must furnish proof satisfactory to the Company of his or her
right to receive the Grant under the Grantee's will or under the applicable laws
of descent and distribution.

(b) Transfer of Nonqualified Stock Options. Notwithstanding the
foregoing, a Grantee may transfer Nonqualified Stock Options to his or her
spouse or children or grandchildren (natural or adopted), or one or more trusts
established for their benefit; provided that: (i) the maximum number of Options
transferred shall not exceed 50% of the total number of Options granted to him
at any time under the Plan; (ii) each transfer is an absolute transfer of title,
such that the transferor ceases to have any further dominion or control over the
Options transferred or to any Company Stock acquired as a result of the exercise
of any Options, waives all rights with respect to such Options or Company Stock
and retains no interest, whether by way of pledge or otherwise, in such Options
or Company Stock; (iii) written notice of any transfer is given by the
transferor and the transferee within thirty (30) days of the transfer, together
with the address to which notices and other communications from the Company to
the transferee relating to the Plan shall be sent; (iv) the transferee
acknowledges that the Options transferred may not be further transferred or
alienated by such transferee either by pledge, assignment or in any other manner
whatsoever and, during his or her lifetime, shall be vested only in him or her,
but shall thereafter enure to the benefit and be binding upon the legal personal
representatives of such transferee, provided that such transferee shall be
permitted to transfer any Company Stock acquired upon the exercise of any Option
so long as such transfer is otherwise permitted; (v) the transferee undertakes
to comply with and be bound by the terms of the Plan as in effect on the date of
the transfer, and any amendments thereto, and any restatements thereof or
successor plan thereto; (vi) the transferee acknowledges that the Company has no
obligation to register any Options transferred or any Company Stock acquired as
a result of the exercise of any Options, or to take any other action to
facilitate the transfer of such Options or Company Stock, including complying
with any conditions to permit transfers pursuant to Rule 144 promulgated by the
Securities and

<PAGE>

Exchange Commission; and (vii) the Grantee receives no consideration for the
transfer of any such Option.

13. Change of Control of the Company

As used herein, a "Change of Control" shall be deemed to have occurred
if:

(a) any "person" or "group" (as such terms are used in Sections 13(d)
and 14(d) of the Exchange Act) becomes a "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing 50% or more of the voting power of the then outstanding
securities of the Company;

(b) the shareholders of the Company approve (or, if shareholder
approval is not required, the Board approves) an agreement providing for (i) the
merger or consolidation of the Company with another corporation where the
shareholders of the Company, immediately prior to the merger or consolidation,
will not beneficially own, immediately after the merger or consolidation, shares
entitling such shareholders to 50% or more of all votes to which all
shareholders of the surviving corporation would be entitled in the election of
directors (without consideration of the rights of any class of stock to elect
directors by a separate class vote), or where the members of the Board,
immediately prior to the merger or consolidation, would not, immediately after
the merger or consolidation, constitute a majority of the board of directors of
the surviving corporation, (ii) the sale or other disposition of all or
substantially all of the assets of the Company (other than to a wholly owned
subsidiary), or (iii) a liquidation or dissolution of the Company.

(c) after the date this Plan is approved by the shareholders of the
Company, directors are elected such that a majority of the members of the Board
shall have been members of the Board for less than two years, unless the
election or nomination for election of each new director who was not a director
at the beginning of such two-year period was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of such period.

14. Consequences of a Change of Control

(a) Notice and Acceleration. Upon a Change of Control, (i) the Company
shall provide each Grantee with outstanding Grants written notice of such Change
of Control, (ii) all outstanding Options and SARs shall automatically accelerate
and become fully exercisable, (iii) the restrictions and conditions on all
outstanding Restricted Stock shall immediately lapse, and (iv) Grantees holding
Performance Units shall receive a payment in settlement of such Performance
Units, in an amount determined by the Committee, based on the Grantee's target
payment for the Performance Period and the portion of the Performance Period
that precedes the Change of Control.

(b) Assumption of Grants. Upon a Change of Control where the Company is
not the surviving corporation (or survives only as a subsidiary of another
corporation), all outstanding Options and SARs that are not exercised shall be
assumed by, or replaced with comparable options or rights by, the surviving
corporation.

(c) Other Alternatives. Notwithstanding the foregoing, subject to
Section 14(e) below, in the event of a Change of Control, the Committee may
require that Grantees surrender their outstanding Options and SARs in exchange
for a payment by the Company in cash in an amount equal to the amount by which
the then Fair Market Value of the shares of Company Stock subject to the
Grantee's unexercised

<PAGE>

Options and SARs exceeds the Exercise Price of the Options or the base amount of
the SARs, as applicable. Such surrender shall take place as of the date of the
Change of Control or such other date as the Committee may specify.

(d) Limitations. Notwithstanding anything in the Plan to the contrary,
in the event of a Change of Control, the Committee shall not have the right to
take any actions described in the Plan (including without limitation actions
described in Section 14 (c) above) that would make the Change of Control
ineligible for pooling of interests accounting treatment or that would make the
Change of Control ineligible for desired tax treatment if, in the absence of
such right, the Change of Control would qualify for such treatment and the
Company intends to use such treatment with respect to the Change of Control.

(e) Committee. The Committee making the determinations under this
Section 14 following a Change of Control must be comprised of the same members
as those on the Committee immediately before the Change of Control. If the
Committee members do not meet this requirement, then, at the discretion of any
affected Grantee, the Committee shall be required to take the actions set forth
in Section 14(c) above, without regard to the provisions of Section 14(d) above.

15. Limitations on Issuance or Transfer of Shares

No Company Stock shall be issued or transferred in connection with any
Grant hereunder unless and until all legal requirements applicable to the
issuance or transfer of such Company Stock have been complied with to the
satisfaction of the Committee. The Committee shall have the right to condition
any Grant made to any Grantee hereunder on such Grantee's undertaking in writing
to comply with such restrictions on his or her subsequent disposition of such
shares of Company Stock as the Committee shall deem necessary or advisable as a
result of any applicable law, regulation or official interpretation thereof, and
certificates representing such shares may be legended to reflect any such
restrictions. Certificates representing shares of Company Stock issued or
transferred under the Plan will be subject to such stop-transfer orders and
other restrictions as may be required by applicable laws, regulations and
interpretations, including any requirement that a legend be placed thereon.

16. Amendment and Termination of the Plan

(a) Amendment. The Board may amend or terminate the Plan at any time;
provided, however, that the Board shall not amend the Plan without shareholder
approval if such approval is required by section 162(m) or section 422 of the
Code, or if such amendment relates to Section 3(a) hereof.

(b) Termination of Plan. The Plan shall terminate on March 31, 2007,
unless the Plan is terminated earlier by the Board or is extended by the Board
with the approval of the shareholders.

(c) Termination and Amendment of Outstanding Grants. A termination or
amendment of the Plan that occurs after a Grant is made shall not materially
impair the rights of a Grantee unless the Grantee consents or unless the
Committee acts under Section 23(b). The termination of the Plan shall not impair
the power and authority of the Committee with respect to an outstanding Grant.
Whether or not the Plan has terminated, an outstanding Grant may be terminated
or amended under Section 23(b) or may be amended by agreement of the Company and
the Grantee consistent with the Plan.

<PAGE>

(d) Governing Document. The Plan shall be the controlling document. No
other statements, representations, explanatory materials or examples, oral or
written, may amend the Plan in any manner. The Plan shall be binding upon and
enforceable against the Company and its successors and assigns.

17. Funding of the Plan

This Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to assure the payment of any Grants under this Plan. In no event shall
interest be paid or accrued on any Grant, including unpaid installments of
Grants.

18. Rights of Participants

Nothing in this Plan shall entitle any Employee, Non-Employee Director,
Key Advisor or other person to any claim or right to be granted a Grant under
this Plan, except as provided in Section 6. Neither this Plan nor any action
taken hereunder shall be construed as giving any individual any rights to be
retained by or in the employ of the Company or any other employment rights.

20. No Fractional Shares

No fractional shares of Company Stock shall be issued or delivered
pursuant to the Plan or any Grant. The Committee shall determine whether cash,
other awards or other property shall be issued or paid in lieu of such
fractional shares or whether such fractional shares or any rights thereto shall
be forfeited or otherwise eliminated.

21. Headings

Section headings are for reference only. In the event of a conflict
between a title and the content of a Section, the content of the Section shall
control.

21. Effective Date of the Amended and Restated Plan. The Plan, as
amended and restated herein, shall become effective on the date that it is
approved by the Company's shareholders.

22. Notices

(a) Any payment, notice, statement, certificate or other instrument
required or permitted to be given to a Grantee or any person claiming or
deriving any rights through such Grantee shall be given by (i) delivering it
personally to such Grantee or the person claiming or deriving rights through
such Grantee, as the case may be, or (ii) mailing it postage paid (provided that
the postal service is then in operation) or delivering it to the address which
is maintained for the Grantee in the Company's records.

(b) Any payment, notice, statement, certificate or other instrument
required or permitted to be given to the Company shall be given by mailing it
postage paid (provided that the postal service is then in operation) or
delivering it to the Company at the following address:

PLD Telekom Inc.
1270 Avenue of the Americas
Suite 2218
New York, New York 10020
Attention: Benefits Administrator

<PAGE>

(c) Any payment, notice, statement, certificate or other instrument
referred to in Section 22(a) or Section 22(b), if delivered, shall be deemed to
have been given or delivered on the date on which it was delivered or, if mailed
(provided that the postal service is then in operation), shall be deemed to have
been given or delivered on the second business day following the date on which
it was mailed.

23. Miscellaneous

(a) Grants in Connection with Corporate Transactions and Otherwise.
Nothing contained in this Plan shall be construed to (i) limit the right of the
Committee to make Grants under this Plan in connection with the acquisition, by
purchase, lease, merger, consolidation or otherwise, of the business or assets
of any corporation, firm or association, including Grants to employees thereof
who become Employees of the Company, or for the other proper corporate purposes,
or (ii) limit the right of the Company to grant stock options or make other
awards outside of this Plan. Without limiting the foregoing, the Committee may
make a Grant to an employee of another corporation who becomes an Employee by
reason of a corporate merger, consolidation, acquisition of stock or property,
reorganization or liquidation involving the Company or any of its subsidiaries
in substitution for a stock option or restricted stock grant made by such
corporation. The terms and conditions of the substitute grants may vary from the
terms and conditions required by the Plan and from those of the substituted
stock incentives. The Committee shall prescribe the provisions of the substitute
grants.

(b) Compliance with Law. The Plan, the exercise of Options and SARs and
the obligations of the Company to issue or transfer shares of Company Stock
under Grants shall be subject to all applicable laws and to approvals by any
governmental or regulatory agency as may be required. With respect to persons
subject to section 16 of the Exchange Act, it is the intent of the Company that
the Plan and all transactions under the Plan comply with all applicable
provisions of Rule 16b-3 or its successors under the Exchange Act. The Committee
may revoke any Grant if it is contrary to law or modify a Grant to bring it into
compliance with any valid and mandatory government regulation. The Committee may
also adopt rules regarding the withholding of taxes on payments to Grantees. The
Committee may, in its sole discretion, agree to limit its authority under this
Section.

(c) Governing Law. The validity, construction, interpretation and
effect of the Plan and Grant Instruments issued under the Plan shall exclusively
be governed by and determined in accordance with the law of the State of New
York.

<PAGE>
Exhibit 5.1

[PAUL WEISS LETTERHEAD]

September 30, 1999

Metromedia International Group, Inc.
One Meadowlands Plaza
East Rutherford, NJ 07073-2137

Metromedia International Group, Inc.
REGISTRATION STATEMENT ON FORM S-8

Dear Ladies and Gentlemen:

In connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed by Metromedia International Group, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Act"), and
the rules and regulations promulgated thereunder (the "Rules"), we have been
requested by the Company to render our opinion as to the legality of the
securities being registered under the Registration Statement. The Registration
Statement relates to 2,890,827 shares (the "Shares") of common stock, par value
$1.00 per share (the "Common Stock"), of the

<PAGE>

Metromedia International Group, Inc. 2

Company, which have been reserved for issuance upon exercise of options
outstanding under the PLD Telekom Inc. Equity Compensation Plan (the "Plan")
that will be assumed by the Company pursuant to an Agreement and Plan of Merger
(the "Merger Agreement"), dated as of May 18, 1999, among the Company, PLD
Telekom Inc. and Moscow Communications, Inc., a Delaware corporation and wholly
owned subsidiary of the Company ("Moscow"), providing for the merger of PLD
Telekom Inc. with and into Moscow, with PLD Telekom Inc. as the surviving
corporation in the merger.

In connection with the furnishing of this opinion, we have
examined originals, conformed copies or photocopies, certified or otherwise
identified to our satisfaction, of the following documents (collectively, the
"Documents"):

1. the Registration Statement;

2. the Merger Agreement;

3. the Plan included as Exhibit 4.1 to the Registration
Statement;

4. the Restated Certificate of Incorporation of the
Company, as amended, included as Exhibits 3.1 and 3.3
to the Registration Statement, and the By-laws of the
Company, included as Exhibit 3.2 to the Registration
Statement (collectively, the "Charter Documents");
and

<PAGE>

Macromedia International Group, Inc. 3

5. the form of certificate for the shares of Common
Stock of the Company included as Exhibit 3.4 to the
Registration Statement.

In addition, we have examined those corporate records of the
Company as we have considered appropriate and those other certificates,
agreements and documents as we deemed relevant and necessary as a basis for the
opinion expressed below.

In our examination of the documents referred to above, we have
assumed, without independent investigation, (i) the due authorization, execution
and delivery of each of the Documents by each party to them other than the
Company, (ii) the enforceability of the documents reviewed by us against each
party to them other than the Company, (iii) that the Shares will be
substantially issued as described in the Registration Statement, (iv) the
genuineness of all signatures, (v) the authenticity of all documents submitted
to us as originals, (vi) the conformity to the original documents of all
documents submitted to us as certified, photostatic, reproduced or conformed
copies of validly existing agreements or other documents, (vii) the authenticity
of the latter documents; (viii) that the statements regarding matters of fact in
the certificates, records, agreements, instruments and documents that we
examined are accurate and complete, and (ix) the legal capacity of all
individuals who have executed any of the documents which we examined.

<PAGE>

Macromedia International Group, Inc. 4

In expressing the opinion set forth below, we have relied upon
the factual matters contained in the representations and warranties of the
Company made in the Documents and in certificates of officers of the Company and
upon certificates of public officials.

Based on the foregoing, and subject to the stated assumptions,
exceptions and qualifications, we are of the opinion that the Shares have been
duly authorized for issuance and that such Shares, when issued and delivered by
the Company and paid for in accordance with the terms and provisions of the
Plan, will be validly issued, fully paid and nonassessable.

Our opinion expressed above is limited to the laws of the
State of New York, the General Corporation Law of the State of Delaware and the
Federal laws of the United States of America. Our opinion is also rendered only
with respect to the laws and the rules, regulations and orders under those laws
that are currently in effect.

We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. In giving this consent, we do not hereby agree
that we come within the category of persons whose consent is required by the Act
or the Rules.

Very truly yours,

/s/ Paul, Weiss, Rifkind, Wharton & Garrison

PAUL, WEISS, RIFKIND, WHARTON & GARRISON

<PAGE>
EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Metromedia International Group, Inc.:

We consent to the use of our report incorporated herein by reference in the
registration statement.

KPMG LLP

New York, New York
September 24, 1999

<PAGE>
EXHIBIT 23.2

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
PLD Telekom Inc.:

We consent to the use of our report incorporated herein by reference in the
registration statement.

Our report dated March 30, 1999 contains an explanatory paragraph that
states the Company has suffered recurring losses, has a working capital
deficiency, and does not presently have sufficient funds on hand to meet its
current debt obligations. These factors raise substantial doubt the Company's
ability to continue as a going concern. The consolidated financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.

KPMG LLP

New York, New York
September 24, 1999

<PAGE>
EXHIBIT 23.3

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
PLD Capital Asset (U.S.) Inc.:

We consent to the use of our report incorporated herein by reference in the
registration statement.

Our report dated March 30, 1999 contains an explanatory paragraph that
states that the Company's parent, PLD Telekom Inc. (PLD) does not presently have
sufficient funds on hand to meet its current debt obligations. PLD's failure to
make payment in full when required could result in a cross-default under and
acceleration of other debt obligations for which the Company is a guarantor.
These factors raise substantial doubt about the Company's ability to continue as
a going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

KPMG LLP

New York, New York
September 24, 1999

<PAGE>
EXHIBIT 23.4

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
PLD Telekom Inc.:

We consent to the use of our report dated March 21, 1997 incorporated herein
by reference in the registration statement.

KPMG LLP
Chartered Accountants

Calgary, Canada
September 24, 1999

<PAGE>
EXHIBIT 23.5

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
NWE Capital (Cyprus) Ltd.:

We consent to the use of our report incorporated herein by reference in the
registration statement.

Our report dated March 30, 1999 contains an explanatory paragraph that
states that the Company's parent, PLD Telekom Inc. (PLD) does not presently have
sufficient funds on hand to meet its current debt obligations. PLD's failure to
make payment in full when required could result in a cross-default under and
acceleration of other debt obligations for which the Company is a guarantor.
These factors raise substantial doubt about the Company's ability to continue as
a going concern. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

KPMG

St. Petersburg, Russia
September 24, 1999

<PAGE>
EXHIBIT 23.6

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Baltic Communications Limited:

We consent to the use of our report incorporated herein by reference in the
registration statement.

Our report dated March 30, 1999 contains an explanatory paragraph that
states that the Company's parent, PLD Telekom Inc. (PLD) does not presently have
sufficient funds on hand to meet its current debt obligations. The Company is a
guarantor of such obligations. PLD's failure to make payment in full when
required could result in a claim being made against the Company under its
guaranty and a cross-default under and acceleration of other debt obligations
for which the Company is also a guarantor. These factors raise substantial doubt
about the Company's ability to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

KPMG

St. Petersburg, Russia
September 24, 1999

<PAGE>
EXHIBIT 23.7

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Wireless Technology Corporations Limited:

We consent to the use of our report incorporated herein by reference in the
registration statement.

Our report dated February 17, 1999 contains an explanatory paragraph that
states that the Company's parent, PLD Telekom Inc. (PLD) does not presently have
sufficient funds on hand to meet its current debt obligations. The Company is a
guarantor of such obligations. PLD's failure to make payment in full when
required could result in a claim being made against the Company under its
guaranty and a cross-default under and acceleration of other debt obligations
for which the Company is also a guarantor. These factors raise substantial doubt
about the Company's ability to continue as a going concern. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

KPMG

Almaty, Kazakhstan
September 24, 1999

<PAGE>
EXHIBIT 23.8

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Technocom Limited:

We consent to the use of our report incorporated herein by reference in the
registration statement.

Our report dated March 30, 1999 contains an explanatory paragraph that
states that the Company has suffered recurring losses, has a working capital
deficiency, and does not presently have sufficient funds on hand to meet its
current obligations. These factors raise substantial doubt about the Company's
ability to continue as a going concern. The consolidated financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.

KPMG
Chartered Accountants

Dublin, Ireland
September 24, 1999

<PAGE>
EXHIBIT 23.9

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
PLD Asset Leasing Ltd.:

We consent to the use of our report incorporated herein by reference in the
registration statement.

Moore Stephens
Chartered Accountants

Nicosia, Cyprus
September 24, 1999