SECURITIES AND EXCHANGE COMMISSION 
                          Washington, D.C.  20549 
  
                                SCHEDULE 13D 
  
                 Under the Securities Exchange Act of 1934 
  
                              PLD Telekom Inc. 
  ----------------------------------------------------------------------------
                             (Name of Issuer)  
                                       
                        Common Stock $.01 par value 
  ----------------------------------------------------------------------------
                     (Title of Class and Securities) 
  
                                 69340T 10 
  ----------------------------------------------------------------------------
                   (CUSIP Number of Class of Securities) 
  
                          Arthur M. Siskind, Esq. 
                       c/o News America Incorporated 
                        The News Corporation Limited
                        1211 Avenue of the Americas 
                         New York, New York  10036 
                               (212) 852-7000 
  ----------------------------------------------------------------------------
          (Name, Address and Telephone Number of Person Authorized 
                   to Receive Notices and Communications) 
  
                                  Copy to: 
  
                            Alan G. Straus, Esq. 
                  Skadden, Arps, Slate, Meagher & Flom LLP 
                              919 Third Avenue 
                         New York, New York  10022 
                               (212) 735-2037 
  
                              August 14, 1998 
  ----------------------------------------------------------------------------
                         (Date of Event which Requires 
                         Filing of this Statement) 
  
 If the filing person has previously filed a statement on Schedule 13G to
 report the acquisition which is the subject of this Schedule 13D, and is
 filing this Schedule because of  section 240.13d-1(e), 240.13d-1(f) or
 240.13d-1(g), check the following:      (  ) 
  
 Note.     Schedule filed in paper format shall include a signed original
 and five copies of the Schedule, including all exhibits.  See section
 240.13d-7(b) for other parties to whom copies are to be sent. 
  
 (Continued on following pages) 
  
 _________________________ 
  
    /1/  The remainder of this cover page shall be filled out for a
 reporting person's initial filing on this form with respect to the subject
 class of securities, and for any subsequent amendment containing
 information which would alter disclosures provided in a prior cover page. 
  
 The information required on the remainder of this cover page shall not be
 deemed to be "filed" for the purpose of Section 18 of the Securities
 Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
 that section of the Act but shall be subject to all other provisions of the
 Act (however, see the Notes). 
  


                                SCHEDULE 13D 
  
 CUSIP No. 69340T 10 
 -----------------------------------------------------------------------------
  (1)  NAMES OF REPORTING PERSONS 
      S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 
  
        The News Corporation Limited 
 -----------------------------------------------------------------------------
  (2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:  
                                                   (a)  (  ) 
                                                   (b)  (x) 
 -----------------------------------------------------------------------------
  (3)  SEC USE ONLY 
  
 -----------------------------------------------------------------------------
  (4)  SOURCE OF FUNDS 
        WC 
 -----------------------------------------------------------------------------
  (5)  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED  
      PURSUANT TO ITEMS 2(d) or 2(e)          (  ) 
  
 -----------------------------------------------------------------------------
  (6)  CITIZENSHIP OR PLACE OF ORGANIZATION 
  
        South Australia, Australia 
  
 ----------------------------------------------------------------------------- 

                              (7)  SOLE VOTING POWER 
                                      14,631,780 
 NUMBER OF SHARES             ------------------------------------------------
   BENEFICIALLY               (8)  SHARED VOTING POWER 
     OWNED BY                      -0- 
      EACH                    ------------------------------------------------
    REPORTING                 (9)  SOLE DISPOSITIVE POWER 
     PERSON                        14,631,780 
      WITH                    ------------------------------------------------
                              (10) SHARED DISPOSITIVE POWER 
                                   -0-
 -----------------------------------------------------------------------------
 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
  
      14,631,780 
 -----------------------------------------------------------------------------
 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES 
      (    ) 
 -----------------------------------------------------------------------------
 (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 
  
      38.41% 
 -----------------------------------------------------------------------------
 (14) TYPE OF REPORTING PERSON 
  
      CO 
 -----------------------------------------------------------------------------

                                SCHEDULE 13D 
  
 CUSIP No. 69340T 10 
  
  -----------------------------------------------------------------------------
  (1)  NAMES OF REPORTING PERSONS 
      S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 
  
        News America Incorporated 
  -----------------------------------------------------------------------------
  (2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:  
                                                   (a)  (  ) 
                                                   (b)  (x) 
  -----------------------------------------------------------------------------
  (3)  SEC USE ONLY 
  
  -----------------------------------------------------------------------------
  
  (4)  SOURCE OF FUNDS 
        WC 
  -----------------------------------------------------------------------------
  (5)  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 
      PURSUANT TO ITEMS 2(d) or 2(e)           (  ) 
  
  -----------------------------------------------------------------------------
  (6)  CITIZENSHIP OR PLACE OF ORGANIZATION 
  
        Delaware 
  -----------------------------------------------------------------------------

                              (7)  SOLE VOTING POWER 
                                      14,631,780 
 NUMBER OF SHARES             ------------------------------------------------
   BENEFICIALLY               (8)  SHARED VOTING POWER 
     OWNED BY                      -0- 
      EACH                    ------------------------------------------------
    REPORTING                 (9)  SOLE DISPOSITIVE POWER 
     PERSON                        14,631,780 
      WITH                    ------------------------------------------------
                              (10) SHARED DISPOSITIVE POWER 
                                   -0-
  -----------------------------------------------------------------------------
 (11)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
  
       14,631,780 
  -----------------------------------------------------------------------------
 (12)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES 
       (  ) 
  -----------------------------------------------------------------------------
 (13)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 
  
       38.41% 
  -----------------------------------------------------------------------------
 (14)  TYPE OF REPORTING PERSON 
  
       CO 
  -----------------------------------------------------------------------------

                                SCHEDULE 13D 
  
 CUSIP No. 69340T 10 
  
  -----------------------------------------------------------------------------
  (1)  NAMES OF REPORTING PERSONS 
      S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 
  
        News PLD LLC 
  -----------------------------------------------------------------------------
  (2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:  
                                                   (a)  (  ) 
                                                   (b)  (x) 
  -----------------------------------------------------------------------------
  (3)  SEC USE ONLY 
  
  
  -----------------------------------------------------------------------------
  (4)  SOURCE OF FUNDS 
        WC 
  -----------------------------------------------------------------------------
  (5)  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 
      PURSUANT TO ITEMS 2(d) or 2(e)           (  ) 
  
  -----------------------------------------------------------------------------
  (6)  CITIZENSHIP OR PLACE OF ORGANIZATION 
  
        Delaware 
  -----------------------------------------------------------------------------

                              (7)  SOLE VOTING POWER 
                                      14,631,780 
 NUMBER OF SHARES             ------------------------------------------------
   BENEFICIALLY               (8)  SHARED VOTING POWER 
     OWNED BY                      -0- 
      EACH                    ------------------------------------------------
    REPORTING                 (9)  SOLE DISPOSITIVE POWER 
     PERSON                        14,631,780 
      WITH                    ------------------------------------------------
                              (10) SHARED DISPOSITIVE POWER 
                                   -0-
  -----------------------------------------------------------------------------
 (11)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
  
       14,631,780 
  -----------------------------------------------------------------------------
 (12)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES 
       (  ) 
  -----------------------------------------------------------------------------
 (13)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 
  
       38.41% 
  -----------------------------------------------------------------------------
 (14)  TYPE OF REPORTING PERSON 
  
       OO 
  -----------------------------------------------------------------------------
  

                              SCHEDULE 13D 
  
 CUSIP No. 69340T 10 
  
  -----------------------------------------------------------------------------
  (1)  NAMES OF REPORTING PERSONS 
      S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 
  
        K. Rupert Murdoch 
  -----------------------------------------------------------------------------
  (2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:  
                                                        (a)  (  ) 
                                                   (b)  (x) 
  -----------------------------------------------------------------------------
  (3)  SEC USE ONLY 
  
  -----------------------------------------------------------------------------
  (4)  SOURCE OF FUNDS 
  
        WC 
 -----------------------------------------------------------------------------
  (5)  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 
      PURSUANT TO ITEMS 2(d) or 2(e)          (  ) 
  
  -----------------------------------------------------------------------------
  (6)  CITIZENSHIP OR PLACE OF ORGANIZATION 
  
        United States of America 
  -----------------------------------------------------------------------------

                              (7)  SOLE VOTING POWER 
                                      14,631,780 
 NUMBER OF SHARES             ------------------------------------------------
   BENEFICIALLY               (8)  SHARED VOTING POWER 
     OWNED BY                      -0- 
      EACH                    ------------------------------------------------
    REPORTING                 (9)  SOLE DISPOSITIVE POWER 
     PERSON                        14,631,780 
      WITH                    ------------------------------------------------
                              (10) SHARED DISPOSITIVE POWER 
                                   -0-
  -----------------------------------------------------------------------------
 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
  
      14,631,780 
  -----------------------------------------------------------------------------
 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
      (     ) 
  
  -----------------------------------------------------------------------------
 (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 
  
      38.41% 
  -----------------------------------------------------------------------------
 (14) TYPE OF REPORTING PERSON 
  
      IN 
 -----------------------------------------------------------------------------
 


Item 1. Security and Issuer. 
  
         The title of the class of equity securities to which this Schedule
 relates is common stock, $.01 par value per share (the "Common Stock"), of
 PLD Telekom Inc., a Delaware corporation ("PLD").  The address of the
 principal executive offices of PLD is 680 Fifth Avenue, 24th Floor, New
 York, New York 10019. 
  
 Item 2. Identity and Background. 
  
         This Schedule is being filed by (i) The News Corporation Limited,
 a South Australia, Australia corporation ("News Corporation"), with its
 principal executive office located at 2 Holt Street, Sydney, New South
 Wales 2010, Australia, (ii) News America Incorporated, a Delaware
 corporation ("NAI"), with its principal executive office located at 1211
 Avenue of the Americas, New York, New York 10036, (iii) News PLD LLC, a
 Delaware limited liability company ("News PLD LLC"), with its principal
 executive office located at 1211 Avenue of the Americas, New York, New York
 10036, and (iv) K. Rupert Murdoch, an United States citizen, with his
 business address at 10201 West Pico Boulevard, Los Angeles, CA 90035.  News
 Corporation, NAI, News PLD LLC and K. Rupert Murdoch are referred herein
 collectively as the "Reporting Persons".  The name, residence or business
 address, principal occupation or employment and the name, principal
 business, and address of any corporation or other organization in which
 such employment is conducted with respect to each director and executive
 officer of each of the Reporting Persons are set forth in Schedule 1
 attached hereto, which is incorporated herein by reference.  To the
 knowledge of the Reporting Persons, each of the persons named on Schedule 1
 is a United States citizen unless otherwise indicated. 
  
          News Corporation is a diversified international communications
 company principally engaged in the production and distribution of motion
 pictures and television programming, television broadcasting, publication
 of newspapers, books, magazines and promotional free-standing inserts,
 developing digital broadcasting, conditional access and subscription
 management systems and promoting computer information services. 
  
         News Corporation owns indirectly 100% of the outstanding common
 stock of NAI. NAI, the principal subsidiary in the U.S. of News Corporation
 conducts, together with its affiliates and subsidiaries, a substantial
 portion of the U.S. activities of News Corporation. 
  
         NAI owns directly and through an intermediary 100% of the
 outstanding membership interests in News PLD LLC.  
  
         News PLD LLC primarily holds, manages and otherwise deals with the
 Reporting Persons' investment in PLD. 
  
         K. Rupert Murdoch is the Chairman and Chief Executive of News
 Corporation; a director of News Publishing Australia Limited; a director of
 News International plc, News Corporation's principal subsidiary in the
 United Kingdom; a director of News Limited, News Corporation's principal
 subsidiary in Australia; a director of NAI; Chairman and a director of
 Satellite Television Asian Region Limited, the Asia Pacific Region's
 largest satellite television broadcaster; and a director of British Sky
 Broadcasting Group plc, which operates the leading pay television
 broadcasting services in the United Kingdom and the Republic of Ireland. 
  
          Approximately 30% of the voting stock of News Corporation is
 owned by Cruden Investments Pty. Limited, a subsidiary thereof, K. Rupert
 Murdoch, members of his immediate family and a corporation which is
 controlled by trustees of settlements and trusts set up for the benefit of
 the Murdoch family, certain charities and other persons. 
  
         Cruden Investments Pty. Limited is a private Australian
 incorporated investment company owned by Mr. Murdoch, members of his family
 and various corporations and trusts, the beneficiaries of which include Mr.
 Murdoch, members of his family and charities.  By virtue of shares of News
 Corporation owned by corporations which are controlled by the trustees of
 settlements and trusts set up for the benefit of the Murdoch family,
 certain charities and other persons, and Mr. Murdoch's positions as
 Chairman and Chief Executive of News Corporation, Mr. Murdoch may be deemed
 to control the operations of News Corporation. 
  
         None of the Reporting Persons have, during the last five years,
 (i) been convicted in a criminal proceeding (excluding minor traffic
 violations or similar misdemeanors) or (ii) been a party to a civil
 proceeding of a judicial or administrative body of competent jurisdiction a
 result of which it was or is subject to a judgment, decree or final order
 enjoining future violations of, or prohibiting or mandating activities
 subject to, federal or state securities laws or finding any violations with
 respect to such laws. 
  
 Item 3. Source and Amount of Funds or Other Consideration. 
  
         Pursuant to a Stock Purchase Agreement dated April 19, 1998, by
 and between Cable and Wireless plc ("C&W") and NAI, as amended (the
 "NAI/C&W Stock Purchase Agreement"), NAI agreed to acquire from C&W , for
 the sum of $80,000,000, (i) 10,555,739 shares of Common Stock of PLD
 (including 500,000 shares of Common Stock of PLD to be issued to C&W
 pursuant to the CIBBV Stock Purchase Agreement (as defined below)), which
 constituted all of the shares of Common Stock of PLD then owned or to be
 acquired directly and indirectly by C&W, (ii) a warrant dated June 28,
 1995, conferring on the holder the right to purchase up to 250,000 shares
 (subject to adjustment on the occurrence of certain events) of Common Stock
 of PLD at an exercise price of 11.3125 Canadian dollars per share, expiring
 on June 22, 1999 (the "PLD Warrant"), and (iii) all of the shares of PLD
 Holdings Limited, a Bermuda company ("Holdings"). 
  
         Pursuant to the Asset Exchange Agreement dated April 19, 1998, by
 and between NAI and PLD, as amended (the "Asset Exchange Agreement"), PLD
 agreed to sell to NAI 100% of the outstanding shares of Holdings (which NAI
 was to acquire from C&W pursuant to the News/C&W Stock Purchase Agreement)
 in exchange for the issuance of 3,826,041 shares of Common Stock of PLD. 
  
         Pursuant to a Stock Purchase Agreement dated April 19, 1998, by
 and between PLD and C&W, as amended (the "CIBBV Stock Purchase Agreement"),
 PLD agreed with C&W to acquire (i) all of the shares of CommStruct
 International Byelorussia BV, a Netherlands corporation ("CIBBV"), which is
 the owner of 50% of Belarus-Netherlands Belcel Joint Venture ("BELCEL"),
 which in turn is the operator of a mobile telephone business in Belarus,
 plus (ii) certain intercompany indebtedness.  Such shares of CIBBV and such
 intercompany indebtedness are hereinafter referred as the "CIBBV Interest." 
 PLD agreed to issue to C&W 500,000 shares of Common Stock of PLD for the
 CIBBV Interest. 
  
         Pursuant to an Assignment dated April 23, 1998, by and between NAI
 and News PLD LLC, NAI assigned all of its right, title and interest under
 the NAI/C&W Stock Purchase Agreement and the Asset Exchange Agreement to
 News PLD LLC. 
  
         The closing of each of the transactions described above occurred
 on August 14, 1998.  Giving effect to the completion of the transactions
 summarized above, the Reporting Persons beneficially own an aggregate of
 14,631,780 shares of Common Stock of PLD (representing approximately 38.41%
 of the outstanding Common Stock of PLD after the completion of the
 transactions).  The funds used by the Reporting Persons to acquire the
 securities covered by this Schedule were provided from working capital. 
  

 Item 4. Purpose of Transaction. 
  
         The Reporting Persons acquired their shares of Common Stock of PLD
 for investment purposes and currently intend to continue to hold them for
 such purposes.  Such Reporting Persons from time to time may review the
 merits of their investment in PLD and evaluate their options with respect
 thereto.  Subject to such review and evaluation, any or all of such
 Reporting Persons may determine to acquire additional shares of Common
 Stock of PLD (or securities convertible into Common Stock of PLD) through
 open market purchases or privately negotiated transactions, may determine
 to sell shares of Common Stock of PLD (or securities convertible into
 Common Stock of PLD) and/or may pursue any other options with respect to
 their investment in PLD. 
  
         Notwithstanding anything to the contrary contained herein, each of
 the Reporting Persons reserves the right, depending on all relevant
 factors, to change its intention with respect to any and all of the matters
 referred to in the preceding paragraph. 

         Other than as described in this Schedule, the Reporting Persons do
 not have any specific plans or proposals that relate to or would result in
 any of the actions specified in clauses (a) through (j) of Item 4 of
 Schedule 13D. 
  

 Item 5. Interest in Securities of the Issuer. 
  
         The number of shares of Common Stock of PLD directly beneficially
 owned as determined pursuant to Rule 13d-3 under the Securities Exchange
 Act of 1934, as amended, by News PLD LLC as of the date hereof is
 14,631,780 shares of Common Stock of PLD, representing approximately 38.41%
 of the outstanding Common Stock of PLD, of which 250,000 of such shares may
 be deemed to be beneficially owned pursuant to the PLD Warrant, and each of
 News Corporation, NAI, and Mr. Murdoch, as persons who may be deemed to
 control News PLD LLC,  may also be deemed to beneficially own such shares. 
 Each of the Reporting Persons has sole voting or dispositive power with
 respect to the shares of Common Stock of PLD  which they beneficially hold.
 None of the Reporting Persons share voting and dispositive power with
 respect to any shares of Common Stock of PLD which they beneficially hold. 
 For purposes of computing the percentage beneficial ownership of the
 Reporting Persons, the total number of shares of Common Stock of PLD
 considered to be outstanding is 38,096,789. (1)

 ----------------------------
   (1)        Based solely on the number of shares outstanding on July 31,
              1998 as disclosed in the Form 10-Q for the quarter ended June
              30, 1998 filed by PLD, together with the 3,826,041 shares of
              Common Stock of PLD issued pursuant to the Asset Exchange
              Agreement, the 500,000 shares of Common Stock of PLD issued
              pursuant to the CIBBV Stock Purchase Agreement and the right
              to acquire 250,000 shares of Common Stock of PLD pursuant to
              the PLD Warrant. 


         Except for the transactions described in this Schedule, no
 transactions were effected by the Reporting Persons in the Common Stock of
 PLD during the 60 days preceding the date hereof. 
  
 Item 6. Contracts, Arrangements, Understandings or Relationships With
         Respect to Securities of the Issuer.  
  
         (a)   Pursuant to the Stock Purchase Agreement dated April 19,
 1998 by and between NAI and C&W, the Reporting Persons acquired the rights
 to the PLD Warrant. 
  
         (b)  NAI and PLD entered into a Director Nomination Agreement,
 dated April 19, 1998 (the "Director Nomination Agreement"), attached hereto
 as Exhibit 4, providing for, among other things, PLD to set the size of its
 Board of Directors at 10 and to cause the Board of Directors to elect as
 directors four individuals designated by News PLD LLC.  The number of
 individuals that News PLD LLC is permitted to designate pursuant to the
 Director Nomination Agreement is based upon the aggregate percentage of the
 total issued and outstanding shares of  Common Stock of PLD owned of record
 and beneficially by News PLD LLC and News Corporation and its subsidiaries
 and affiliates, together, as follows: 
  
Number of designees      Percentage of Total Shares Outstanding Owned 
  
         4                              23% or over 
         3                              15% - 22.99% 
         2                              10% - 14.99% 
         1                               5% -  9.9% 
         0                                 below 5% 
  
         In the event that the number of directors comprising the entire
 Board shall be increased beyond ten (10), the number of directors that News
 PLD LLC is entitled to designate based on its share ownership shall be
 appropriately and proportionately adjusted, any number resulting from such
 adjustment which is not a whole number being rounded up to the nearest
 whole number.  The term of the Director Nomination Agreement is ten years
 from the date of its execution. 
  
         (c)  The Reporting Persons have commenced negotiations with ZAO
 LogoVaz, a closed joint stock company organized under the laws of the
 Russian Federation ("LogoVaz"), to sell to LogoVaz  a 50% interest in the
 Reporting Persons' investment in PLD.  No assurance can be given as to
 whether such negotiation will ultimately be successful or, if successful,
 the terms of any such sale or the timing upon which any such sale would be
 consummated. 
   
 Item 7. Material to be Filed as Exhibits. 
  
                   Document                         Exhibit No.
                   --------                         ----------

 Stock Purchase Agreement, dated April 19,                1
 1998, by and between News America
 Incorporated and Cable and Wireless plc.

 Stock Purchase Agreement, dated April 19,                2
 1998, by and between Cable and Wireless plc
 and PLD Telekom Inc.

 Asset Exchange Agreement, dated April 19,                3
 1998, by and between News America
 Incorporated and PLD Telekom Inc.

 Director Nomination Agreement, dated April               4
 19, 1998, by and between PLD Telekom Inc. and
 News America Incorporated.

 Combined Amendment to Stock and Asset                    5
 Purchase Agreements, dated June 29, 1998, by
 and among News America Incorporated, News PLD
 LLC, Cable and Wireless plc and PLD Telekom
 Inc.

 Second Combined Amendment to Stock and Asset             6
 Purchase Agreements, dated August 7, 1998, by
 and among News America Incorporated, News PLD
 LLC, Cable and Wireless plc and PLD Telekom
 Inc.

 Third Amendment to Asset Exchange Agreement,             7
 dated August 14, 1998, by and among News
 America Incorporated, News PLD LLC and PLD
 Telekom Inc.

 Warrant, dated June 28, 1995, granted by PLD             8
 Telekom, Inc. to Cable and Wireless plc.

 Assignment, dated April 23, 1998, by and                 9
 between News America Incorporated and News
 PLD LLC.

 Agreement of Joint Filing, dated August 24,             10 
 1998, by and among the News Corporation
 Limited, News America Incorporated, News PLD
 LLC and K. Rupert Murdoch.


                                 SIGNATURE 
  
           After reasonable inquiry and to the best of my knowledge and
 belief, I certify that the information set forth in this Schedule is true,
 complete and correct. 
  
                               THE NEWS CORPORATION LIMITED 
  
  
 Dated:  August 24, 1998       By: /s/ ARTHUR M. SISKIND 
                                  ------------------------------------
                                  Name:  ARTHUR M. SISKIND 
                                  Title: DIRECTOR 



                                 SIGNATURE 
  
           After reasonable inquiry and to the best of my knowledge and
 belief, I certify that the information set forth in this Schedule is true,
 complete and correct. 
  
  
                               NEWS AMERICA INCORPORATED 
  
  
 Dated:  August 24, 1998       By: /s/ ARTHUR M. SISKIND 
                                   --------------------------------------
                                  Name:  ARTHUR M. SISKIND 
                                  Title: DIRECTOR 



                                 SIGNATURE 
  
           After reasonable inquiry and to the best of my knowledge and
 belief, I certify that the information set forth in this Schedule is true,
 complete and correct. 
  
  
                               NEWS PLD LLC 
  
  
 Dated:  August 24, 1998       By: /s/ Lawrence Jacobs 
                                  ------------------------------------
                                  Name:  Lawrence Jacobs 
                                  Title: Vice President 



                                 SIGNATURE 
  
           After reasonable inquiry and to the best of my knowledge and
 belief, I certify that the information set forth in this Schedule is true,
 complete and correct. 
  
  
  
 Dated:  August 24,1998        By: /s/ K. Rupert Murdoch 
                               ----------------------------------------
                               K. Rupert Murdoch 
  



 SCHEDULE 1 
  
     DIRECTORS, EXECUTIVE OFFICERS AND CONTROLLING PERSONS OF THE REPORTING
 PERSONS. 
  

<TABLE>
<CAPTION>

                                                                Principal Business or 
                                                                Organization in Which
                            Principal Occupation and             Such Employment 
 Name                           Business Address                  is Conducted
- -----------------------------------------------------------------------------------
<S>                         <C>                                    <C>    
 K. Rupert Murdoch        Chairman and Chief Executive of        News Corporation
                          News Corporation; Director of News
                          Publishing Australia Limited;
                          Director of News International
                          plc; Director of News Limited;
                          Director of NAI, Chairman and
                          Director of Satellite Television
                          Asian Region Limited ("STAR TV");
                          Director of British Sky
                          Broadcasting Group plc ("BSkyB");
                          10201 West Pico Boulevard 
                          Los Angeles, CA 90035

 Chase Carey              Executive Director and Co-Chief        Fox Television
                          Operating Officer of News
                          Corporation; Director and
                          Executive Vice President of NAI;
                          Chairman and Chief Executive
                          Officer of Fox Television; 
                          10201 West Pico Boulevard 
                          Los Angeles, CA 90035

 Peter Chernin            Executive Director, President and      New Corporation
                          Chief Operating Officer of News
                          Corporation; Director, Chairman
                          and Chief Executive Officer of
                          NAI; 
                          10201 West Pico Boulevard 
                          Los Angeles, CA 90035

Ken E. Cowle(1)           Non Executive Director of News        News Corporation
                          Corporation; Director of Ansett
                          Australia Holdings Limited;
                          Chairman of Ansett International
                          Pty Ltd. and Chairman of Ansett
                          New Zealand Pty Ltd.; 
                          2 Holt Street Sydney,
                          New South Wales
                          2010 Australia

 David F. DeVoe           Executive Director, Senior            News Corporation
                          Executive Vice President and Chief
                          Executive Officer and Finance
                          Director of News Corporation;
                          Director and Senior Executive Vice
                          President of NAI; Director of STAR
                          TV; Director of BSkyB; 
                          1211 Avenue of the Americas 
                          New York, New York 10036

 Aatos Erkko(2)           Non Executive Director of News        Sanoma
                          Corporation; Chairman and Chief
                          Executive Officer of Sanoma Group
                          and Sanoma Corporation ("Sanoma"),
                          privately owned media companies in
                          Finland P.O. Box 144 SF00101
                          Helsinki, Finland

 Andrew S.B. Knight(3)    Non Executive Director of News        News Corporation
                          Corporation c/o News 
                          International plc 
                          1 Virginia Street 
                          London E19X4
                          England
 
 Keith H. McDonad(4)      Non Executive Director of News        News Corporation
                          Corporation; Non Executive
                          Chairman of Queensland Press
                          Limited
                          41 Campbell Street 
                          Bowen Hills Queensland 4006

 Anna M. Murdoch          Non Executive Director of News        News Corporation
                          Corporation; 
                          10201 West Pico Boulevard 
                          Los Angeles, CA 90035

 Lachlan K. Murdoch       Executive Director of News            News Corporation
                          Corporation; Chairman and Director
                          of Queensland Press Limited;
                          Director of Herald & Weekly Times
                          Limited; Managing Director and
                          Director of News Limited; Deputy
                          Chairman of STAR TV; Director of
                          Beijing PDN Xinren Information
                          Technology Company Ltd.; Director
                          of FOXTEL Management Pty Ltd.; 
                          2 Holt Street
                          Sydney, New South Wales 2010
                          Australia
 
 Thomas J. Perkins        Non Executive Director of News        Kleiner Perkins
                          Corporation; Senior Partner at
                          Kleiner Perkins Canfield & Byers
                          ("Kleiner Perkins"); Director of
                          Compaq Computer Corporation;
                          4 Embarcadero Center 
                          Suite 3520 
                          San Francisco, CA 94111

 Bert C. Roberts, Jr.     Non Executive Director of News        MCI
                          Corporation; Chairman, Director
                          and Chief Executive Officer of MCI
                          Communications Corporation
                          ("MCI"); 
                          1801 Pennsylvania Avenue,
                          N.W. Washington, D.C. 20006
 
 Geoffrey C. Bible        Non Executive Director of News        Philip Morris
                          Corporation; Chairman and Chief
                          Executive Officer of Philip Morris
                          Companies Inc. ("Philip Morris");
                          Director of New York Stock
                          Exchange, Inc.; and Director of
                          Lincoln Center for the Performing
                          Arts, Inc.; 
                          120 Park Avenue New
                          York, New York 10017

 Stanley S. Shuman        Non Executive Director of News       Allen & Company
                          Corporation; Executive Vice
                          President and Managing Director of
                          Allen & Company Incorporated
                          ("Allen & Company"); Director of
                          NAI; 711 Fifth Avenue New York,
                          New York 10176

 Arthur M. Siskind        Executive Director, Senior            News Corporation
                          Executive Vice President and Group
                          General Counsel of News
                          Corporation; Director of BSkyB;
                          Director and Senior Executive Vice
                          President of NAI; Director of 
                          STAR TV; 
                          1211 Avenue of the Americas
                          New York, New York 10036


</TABLE>








                                                                    EXHIBIT 1


                          STOCK PURCHASE AGREEMENT
  
  
                                  between
  
  
                         NEWS AMERICA INCORPORATED
  
  
                                    and
  
  
                           CABLE AND WIRELESS PLC
  
  
  
  
                            Dated April 19, 1998
  



                             TABLE OF CONTENTS 


  
                                                                       Page 

                                  ARTICLE I
                        SALE OF STOCK; CONSIDERATION

 1.1.   Sale by C&W . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
 1.2.   Consideration for the Sale by C&W.  . . . . . . . . . . . . . . . 2

                                 ARTICLE II
                                 THE CLOSING

 2.1.   Time and Place of Closing . . . . . . . . . . . . . . . . . . . . 3
 2.2.   Deliveries by C&W . . . . . . . . . . . . . . . . . . . . . . . . 3
 2.3.   Deliveries by Buyer . . . . . . . . . . . . . . . . . . . . . . . 3

                                 ARTICLE III
                    REPRESENTATIONS AND WARRANTIES OF C&W

 3.1.   Organization  . . . . . . . . . . . . . . . . . . . . . . . . . . 4
 3.2.   Authority Relative to this Agreement and the Ancillary 
        Agreements  . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
 3.3.   Title.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
 3.4.   Consents and Approvals; No Violation  . . . . . . . . . . . . . . 5
 3.5.   Financial Statements; Undisclosed Liabilities . . . . . . . . . . 6
 3.6.   Absence of Certain Changes or Events  . . . . . . . . . . . . . . 7
 3.7.   Legal Proceedings, etc. . . . . . . . . . . . . . . . . . . . . . 9
 3.8.   Fees and Commissions. . . . . . . . . . . . . . . . . . . . . . . 9

                                 ARTICLE IV
                   REPRESENTATIONS AND WARRANTIES OF BUYER . . . . . . .  9

 4.1.   Organization.   . . . . . . . . . . . . . . . . . . . . . . . . . 9
 4.2.   Authority Relative to this Agreement.   . . . . . . . . . . . . . 9
 4.3.   Consents and Approvals; No Violation  . . . . . . . . . . . . .  10
 4.4.   Fees and Commissions. . . . . . . . . . . . . . . . . . . . . .  10
 4.5.   Investment Intent.  . . . . . . . . . . . . . . . . . . . . . .  10

                                  ARTICLE V
                          COVENANTS OF THE PARTIES

 5.1.   Conduct of Business of Holdings.  . . . . . . . . . . . . . . .  11
 5.2.   Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
 5.3.   Further Assurances  . . . . . . . . . . . . . . . . . . . . . .  12
 5.4.   Public Statements . . . . . . . . . . . . . . . . . . . . . . .  12
 5.5.   Consents and Approvals. . . . . . . . . . . . . . . . . . . . .  12
 [5.6.  Transfer of Complus Enterprises Holding S.A.  . . . . . . . . .  13
 5.7.   HSR Act.  . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
 5.8    Supplements to Schedules. . . . . . . . . . . . . . . . . . . .  13

                                 ARTICLE VI
                             CLOSING CONDITIONS

 6.1.   Conditions to Each Party's Obligations to Effect the
        Transactions Contemplated Hereby.     . . . . . . . . . . . . .  14
 6.2.   Conditions to Obligations of Buyer  . . . . . . . . . . . . . .  14
 6.3.   Conditions to Obligations of C&W.   . . . . . . . . . . . . . .  16

                                 ARTICLE VII
                         TERMINATION AND ABANDONMENT

 7.1.   Termination . . . . . . . . . . . . . . . . . . . . . . . . . .  17
 7.2.   Procedure and Effect of Termination . . . . . . . . . . . . . .  18

                                ARTICLE VIII
                SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION

 8.1.   Survival of Representations. . . . . . . . . . . . . . . . . .   18
 8.2.   Limitations on C&W Representations and Warranties; 
        Investigation . . . . . . . . . . . . . . . . . . . . . . . . .  18
 8.3.   C&W's Indemnification of Buyer  . . . . . . . . . . . . . . . .  19
 8.4.   Buyer's Indemnification of C&W  . . . . . . . . . . . . . . . .  19
 8.5.   Conditions of Indemnification.  . . . . . . . . . . . . . . . .  20
 8.6.   Cushion.  . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
 8.7.   Limitation of Liability.  . . . . . . . . . . . . . . . . . . .  21
 8.8.   Remedies Cumulative.  . . . . . . . . . . . . . . . . . . . . .  21
 8.9.   Assignment of Certain Representations, Warranties and
        Indemnification Rights  . . . . . . . . . . . . . . . . . . . .  21
        
                                 ARTICLE IX
                          MISCELLANEOUS PROVISIONS  . . . . . . . . . .  22

 9.1.   Amendment and Modification.   . . . . . . . . . . . . . . . . .  22
 9.2.   Waiver of Compliance; Consents  . . . . . . . . . . . . . . . .  22
 9.3.   Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
 9.4.   Assignment  . . . . . . . . . . . . . . . . . . . . . . . . . .  24
 9.5.   Confidentiality . . . . . . . . . . . . . . . . . . . . . . . .  24
 9.6.   Governing Law . . . . . . . . . . . . . . . . . . . . . . . . .  25
 9.7.   Counterparts
  . . . . . . . . . . . . . . . . . . . . . . . . .  25
 9.8.   Interpretation  . . . . . . . . . . . . . . . . . . . . . . . .  25
 9.9.   Entire Agreement  . . . . . . . . . . . . . . . . . . . . . . .  25



                          STOCK PURCHASE AGREEMENT 

            STOCK PURCHASE AGREEMENT (this "Agreement"), dated April 19,
 1998, by and between: 

            NEWS AMERICA INCORPORATED, a Delaware corporation ("Buyer"),
 with an address at 1211 Avenue of the Americas, New York, New York 10036,
 and 
           CABLE AND WIRELESS PLC, a company registered under the laws of
 England under the number 238525 ("C&W"), with an address at 124 Theobalds
 Road, London WC1X 8RX. 
  
                            W I T N E S S E T H: 

           WHEREAS, (a) Navona Communications Corporation Ltd. (a direct
 wholly owned subsidiary of C&W), a corporation organized under the laws of
 Bermuda ("Navona"), owns (i) 10,055,739 shares of common stock, par value
 USD$.01 per share ("PLD Common Stock"), of PLD Telekom Inc., a corporation
 organized under the laws of Delaware ("PLD"), constituting as of April 16,
 1998 approximately 30.17% of the presently issued and outstanding capital
 stock of PLD (the "PLD Shares"), and (ii) 12,000 shares of common stock,
 par value USD$1.00 per share, of PLD Holdings Ltd., a limited liability
 company organized under the laws of Bermuda ("Holdings"), constituting 100%
 of the issued and outstanding capital stock of Holdings (the "Holdings
 Shares"), which is the owner of eleven percent (11%) of the outstanding
 common equity interests in PeterStar Company Limited, a closed joint stock
 company organized under the laws of the Russian Federation ("PeterStar");
 and (b) C&W owns a warrant dated June 28, 1995, conferring on C&W the right
 to purchase PLD Common Stock, a copy of which is attached hereto as Exhibit
 A (the "PLD Warrant"; the PLD Warrant and the PLD Shares are collectively
 referred to herein as the "Pre-Exchange PLD Interest") and 

           WHEREAS, C&W also owns 100 shares of common stock, par value 400
 Netherlands Guilders per share, of CommStruct International Byelorussia
 B.V., a closed limited liability company organized under the laws of The
 Netherlands ("CIBBV"), constituting 100% of the issued and outstanding
 capital stock of CIBBV (the "CIBBV Shares"); and 

           WHEREAS, C&W and PLD are agreeing (the "CIBBV Exchange
 Agreement"), substantially simultaneously with the execution and delivery
 of this Agreement, on the terms and conditions upon which C&W will exchange
 the CIBBV Shares, together with certain indebtedness owed to C&W by CIBBV,
 with PLD for 500,000 newly issued shares of PLD Common Stock (the "CIBBV
 Exchange Shares"), which exchange will be completed prior to the
 consummation of the transactions contemplated by this Agreement; and 

           WHEREAS, C&W desires to sell and transfer, or to cause the sale
 and transfer, to Buyer, and Buyer desires to purchase, the Pre-Exchange PLD
 Interest and the CIBBV Exchange Shares (collectively, the "PLD Interest")
 and the Holdings Shares, as more specifically provided herein; 

           NOW, THEREFORE, in consideration of the premises and the mutual
 covenants and agreements hereinafter set forth, the parties, intending to
 be legally bound, hereby agree as follows: 
  
                                 ARTICLE I 
                        SALE OF STOCK; CONSIDERATION 

           1.1.  Sale by C&W.  Upon the terms and subject to the
 satisfaction of the conditions contained in this Agreement and the delivery
 to C&W of good title to the CIBBV Exchange Shares, C&W agrees to sell,
 assign, transfer and deliver to Buyer the CIBBV Exchange Shares and the PLD
 Warrant and to cause Navona to sell, assign, transfer and deliver the PLD
 Shares and the Holdings Shares to Buyer, and Buyer agrees to purchase and
 acquire, (a) all of the right, title and interest of C&W in and to the
 CIBBV Exchange Shares and the PLD Warrant and (b) all of the right, title
 and interest of Navona in and to the PLD Shares and the Holdings Shares. 

           1.2.  Consideration for the Sale by C&W.  (a)  On the Closing
 Date (as hereinafter defined) and upon the terms and subject to the
 satisfaction of the conditions contained in this Agreement, in
 consideration of the aforesaid sale, assignment, transfer and delivery of
 the PLD Interest and the Holdings Shares, Buyer will pay, or cause to be
 paid, to C&W or its written designee, by interbank transfer of immediately
 available funds an amount equal to Eighty Million United States dollars
 (USD$80,000,000) (the "Purchase Price"). 
  
                                 ARTICLE II 
                                THE CLOSING 
  
           2.1.  Time and Place of Closing.  Subject to the terms and
 conditions of this Agreement, the consummation of the transaction
 contemplated hereby (the "Closing") shall take place at the offices of
 Skadden, Arps, Slate, Meagher & Flom LLP, 919 Third Avenue, New York, New
 York 10022 on the third business day after Buyer shall have delivered to
 C&W written notice that the conditions set forth in Section 6.2 hereof have
 been satisfied (the "Closing Date") or at such other time and place as
 shall be determined by mutual agreement of the parties. 

           2.2.  Deliveries by C&W.  At the Closing, C&W will deliver or
 cause to be delivered the following to Buyer: 

                (a)  Stock certificates representing all of the PLD Shares
 and the Holdings Shares and the certificate or other instrument
 representing the PLD Warrant, each duly endorsed in blank or accompanied by
 duly executed instruments of transfer, together with any other documents
 that are necessary to transfer to Buyer good and marketable title to the
 PLD Shares, the PLD Warrant, the CIBBV Exchange Shares and the Holdings
 Shares, as the case may be; 

                (b)  the Officer's Certificate referred to in Section 6.2(f)
 hereof; 

                (c)  the Opinion of Counsel referred to in Section 6.2(g)
 hereof; and 

                (d)  such other documents, instruments and writings as are
 required to be delivered by C&W at or prior to the Closing Date pursuant to
 this Agreement or otherwise reasonably required in connection herewith. 

           2.3.  Deliveries by Buyer.  At the Closing, Buyer will deliver
 the following to C&W: 

                (a)  the Purchase Price by interbank transfer of immediately
 available funds;  

                (b)  the Officer's Certificate referred to in Section 6.3(c)
 hereof; 

                (c)  the Opinion of Counsel referred to in Section 6.3(d)
 hereof; and 

                (d) such other documents, instruments and writings as are
 required to be delivered by Buyer at or prior to the Closing Date pursuant
 to this Agreement or otherwise reasonably required in connection herewith. 
  

                                ARTICLE III 
                   REPRESENTATIONS AND WARRANTIES OF C&W 
  
           C&W represents and warrants to Buyer as follows: 

           3.1. Organization.  (a) C&W is a public limited company duly
 organized and validly existing under the laws of England and has all
 requisite power to enter into this Agreement and to dispose, or to cause
 Navona to dispose, of the PLD Shares and the Holdings Shares in accordance
 with this Agreement and to perform its obligations hereunder. 

           (b)  Navona is a corporation duly organized and validly existing
 under the laws of Bermuda and has all requisite power to dispose or cause
 the disposition of the PLD Shares and the Holdings Shares in accordance
 with this Agreement and to perform its obligations hereunder. 

           3.2. Authority Relative to this Agreement and the Ancillary
 Agreements.  C&W and Navona each has full corporate power and authority to
 execute, deliver and perform its obligations under this Agreement and the
 CIBBV Exchange Agreement and to perform its obligations hereunder and
 thereunder. The execution and delivery of this Agreement and the CIBBV
 Exchange Agreement and the performance of its obligations hereunder and
 thereunder have been duly and validly authorized by C&W and Navona, and no
 other corporate proceedings on the part of C&W or Navona are necessary to
 authorize this Agreement or the performance of its obligations hereunder
 and thereunder.  This Agreement and the CIBBV Exchange Agreement have each
 been duly and validly executed and delivered by C&W, and, assuming that
 this Agreement and the CIBBV Exchange Agreement each constitutes a valid
 and binding agreement of Buyer and each other party thereto, constitutes a
 valid and binding agreement of C&W, enforceable against C&W in accordance
 with its terms, except that such enforceability may be limited by
 applicable bankruptcy, insolvency, moratorium or other similar laws
 affecting or relating to enforcement of creditors' rights generally or
 general principles of equity. 

           3.3.  Title.  C&W indirectly through Navona owns the Pre-Exchange
 PLD Interest and the Holdings Shares and will, upon the completion of the
 sale and exchange transactions under the CIBBV Exchange Agreement, own the
 CIBBV Exchange Shares, in each case free and clear of all pledges, security
 interests, liens, charges, encumbrances, claims, options or limitations
 affecting its ability to vote such shares or to transfer such shares to
 Buyer or to exercise any other rights appurtenant thereto.  Except (a) for
 the PLD Interest and the Holdings Shares that are the subject of this
 Agreement and (b) such agreements, contracts, instruments, arrangements or
 understandings to which PLD or any of its direct or indirect subsidiaries,
 but not C&W or Navona, is a party, neither C&W nor any of its direct or
 indirect subsidiaries owns any shares or other equity interests in, or is a
 party to any agreement, contract, instrument, arrangement or understanding
 enabling a party upon notice, exercise or conversion to acquire shares or
 other equity interests in,  PLD or Holdings.  Except as set forth in
 Schedule 3.3, Holdings does not own any material assets other than its
 equity interest in PeterStar and does not have any material liabilities
 (for purposes of this sentence, assets or liabilities individually or in
 the aggregate exceeding US$500,000 shall be deemed "material").  At the
 Closing, Buyer will acquire good title to the PLD Interest and the Holdings
 Shares, free and clear of all pledges, security interests, liens, charges,
 encumbrances, claims, options or limitations of any nature whatsoever.  At
 or prior to the Closing Date all agreements between Holdings on the one
 part and any direct or indirect parent of Holdings on the other part shall
 have been terminated without any residual liability on the part of Holdings
 thereunder.  Except for this Agreement and the CIBBV Exchange Agreement and
 their respective obligations thereunder, neither C&W nor Navona  has
 entered into any subscription, option, warrant, call, right, agreement or
 understanding for the sale, delivery, assignment or transfer by C&W or
 Navona of the PLD Interest, the Holdings Shares or the interest held by
 Holdings directly in PeterStar.  

           3.4.  Consents and Approvals; No Violation. 

                (a)  Except as set forth in Schedule 3.4,  neither the
 execution and delivery of this Agreement and the CIBBV Exchange Agreement
 by C&W, nor the sale by C&W or Navona of the PLD Interest or the Holdings
 Shares pursuant to this Agreement, will (i) conflict with or result in any
 breach of any provision of the Articles of Incorporation or Bylaws, or
 similar charter documents, of C&W, Navona or Holdings, (ii) other than as
 may be required as a result of the identity of Buyer or any of Buyer's
 successors or assigns, require any consent, approval, authorization or
 permit of, or filing with or notification to, any governmental or
 regulatory authority to be made or obtained by C&W, Navona or Holdings,
 (iii) result in a default (or give rise to any right of termination,
 cancellation or acceleration) under any of the terms, conditions or
 provisions of any note, bond, mortgage, indenture, license, agreement or
 other instrument or obligation to which C&W, Navona or Holdings or by which
 C&W, Navona or Holdings or any of their respective assets (except that no
 representation or warranty is made as to any note, bond, mortgage,
 indenture, license, agreement or other instrument or obligation to which
 PLD,  PeterStar or Belcel, but not C&W, Navona or Holdings, is a party or
 by which PLD, PeterStar or Belcel, but not C&W, Navona or Holdings, are
 bound) may be bound, except for such defaults (or rights of termination,
 cancellation or acceleration) as to which requisite waivers or consents
 have been obtained, or (iv) violate any order, writ, injunction, decree,
 statute, rule or regulation applicable to C&W, Navona or Holdings or any of
 their respective assets (except that no representation or warranty is made
 as to any order, writ, injunction, decree, statute, rule or regulation
 applicable to PLD, PeterStar or Belcel, but not C&W, Navona or Holdings). 

                (b)  Except as set forth in Schedule 3.4 and except for the
 filings by Buyer and PLD required by Title II of the Hart-Scott-Rodino
 Antitrust Improvements Act of 1976, as amended (the "HSR Act"), it is not
 necessary for C&W or Navona to make any declaration, filing or registration
 with, or to give notice to, or to receive the authorization, consent or
 approval of, any governmental or regulatory body or authority for the
 consummation by C&W and Navona of the transactions contemplated hereby. 

           3.5.  Financial Statements; Undisclosed Liabilities; Certain Tax
 Matters.   

                (a) C&W has previously furnished to Buyer copies of
 Holdings' audited (i) balance sheets as of December 31, 1997 and (ii)
 related audited statements of income and retained earnings and changes in
 financial position of Holdings for the fiscal year then ended, together
 with the report thereon of KPMG Audit plc, independent auditors (subject,
 in the case of the final signature on such audit and report, to the
 information set forth in Schedule 3.5). To the Knowledge of C&W (as the
 term "Knowledge" is defined in Section 8.3 hereof),  such financial reports
 present fairly the financial information purported to be set forth therein
 as of the dates, or for the periods, described therein, all in conformity
 with the accounting principles described therein. 

                (b)  Except as set forth in Schedule 3.5, to the Knowledge
 of C&W, as of the date of the Holdings balance sheet referred to in Section
 3.5(a)(i) hereof, Holdings has no material  liability or obligation,
 secured or unsecured (whether absolute, accrued, contingent or otherwise,
 and whether due or to become due), of a nature required by generally
 accepted accounting principles to be reflected in a corporate balance sheet
 or disclosed in the notes thereto, which is not accrued or reserved against
 in the financial reports referred to in Section 3.5(a) hereof or disclosed
 in the notes thereto in accordance with generally accepted accounting
 principles. 

           3.6.  Absence of Certain Changes or Events.  Except as set forth
 in Schedule 3.6, since the date of the financial reports referred to in
 Section 3.5(a) hereof, to the Knowledge of C&W there has not been:   

                (a)  any material adverse change in the business, prospects,
 operations, properties, assets, liabilities, competition, earnings, or
 condition (financial or otherwise), of Holdings or any failure by Holdings
 to pay its debts when due; 

                (b)  any event or condition of any character which, either
 individually or in the aggregate, might reasonably be expected to have a
 material adverse effect on the business, prospects, operations, properties,
 assets, liabilities, competition, earnings or condition (financial or
 otherwise), of Holdings; 

                (c)  any damage, destruction or loss (regardless of whether
 covered by insurance) that might reasonably be expected to have a material
 adverse effect on the business, prospects, operation, properties, assets,
 liabilities, competition, earnings, or condition (financial or otherwise),
 of Holdings; 

                (d)  any declaration, setting aside or payment of any
 dividend or other distribution (whether in cash, stock, property, or any
 combination of the foregoing) with respect to the capital stock of Holdings
 except as specifically provided for in this Agreement; 

                (e)  any increase in the compensation paid, payable or to
 become payable by Holdings to its officers, directors or employees (other
 than increases for employees in the ordinary course of business and
 consistent with past practice), any hiring of new officers, directors or
 employees (other than hiring of new employees in the ordinary course of
 business consistent with past practice) or any increase in any bonus,
 insurance, pension or other employee benefit plan, payments or arrangement
 (including loans) made to, for or with any officers, directors, or
 employees (other than increases for employees in the ordinary course of
 business and consistent with past practice or other increases pursuant to
 written employee benefit plans); 

                (f)  any entry into, material amendment of, or termination
 of, any material agreement, material commitment or material transaction by
 Holdings, including, without limitation, any (i) merger, consolidation,
 share exchange, acquisition or disposition of assets or stock or any
 financing transaction or capital expenditure, (ii) indenture, mortgage,
 note, agreement or other instrument relating to the borrowing of money
 (other than intercompany accounts), (iii) partnership or joint venture
 agreement, (iv) material license agreement relating to intellectual
 property (other than off-the-shelf software licenses), or (v) agreement to
 amend its charter or other organizational documents or any other document,
 contract, agreement, arrangement, undertaking or instrument relating to any
 of the foregoing; 

                (g) any entry into, material change to the terms or
 conditions of or termination of, any license, permit franchise,
 governmental approval or decree pursuant to which Holdings provides
 telephony, data transmission or other telecommunications services of any
 kind or character;  

                (h)  any notes or accounts receivable or portions of notes
 or accounts receivable written off by Holdings as uncollectible, other than
 in the ordinary course of business and consistent with past practice; 

                (i)  any material obligation or material liability paid
 (whether absolute, accrued, contingent or otherwise), or any lien or
 encumbrance in connection therewith discharged, by Holdings, other than (i)
 in the ordinary course of business and consistent with past practice, or
 (ii) current liabilities shown on the financial reports referred to in
 Section 3.5(a) hereof and current liabilities incurred since their date; 

                (j)  any mortgage, pledge or security interest, lien or
 encumbrance created in or with respect to any property or assets, real,
 personal or mixed, tangible or intangible, of Holdings; 

                (k)  except as specifically provided for in this Agreement,
 any sale, assignment, transfer, lease, dividend, distribution or other
 disposition of any property or assets by  Holdings other than in the
 ordinary course of business; or 

                (l)  any agreement, understanding or undertaking to do any
 of the foregoing by  Holdings;  
 provided, that the representations and warranties set forth in this Section
 3.6 with respect to the business, operations, properties, assets,
 liabilities, competition, earnings, or condition (financial or otherwise)
 of Holdings shall not be deemed to be representations or warranties as to
 the business, operations, properties, assets, liabilities, competition,
 earnings, or condition (financial or otherwise) of PLD or PeterStar and for
 the avoidance of doubt, the occurrence of any of the matters referred to in
 (a) through (l) above in relation to PeterStar shall not be a breach of the
 representations and warranties relating to Holdings set forth in (a)
 through (l) above. 

           3.7.  Legal Proceedings, etc.  Except as set forth in Schedule
 3.7, to the Knowledge of C&W,  there are no claims, actions, or proceedings
 pending or investigation pending or threatened against or relating to 
 Holdings before any court, governmental or regulatory authority or body
 acting in an adjudicative capacity.  Except as set forth in Schedule 3.7,
 to the knowledge of C&W, Holdings is not subject to any outstanding
 judgment, rule, order, writ, injunction or decree of any court,
 governmental or regulatory authority. 

           3.8.  Fees and Commissions.  Except as previously disclosed by
 C&W to Buyer in writing, no broker, finder or other person is entitled to
 any brokerage fees, commissions or finder's fees in connection with the
 transaction contemplated hereby by reason of any action taken by C&W.  C&W
 hereby covenants that it will pay to Buyer or otherwise discharge, and will
 indemnify and hold Buyer harmless from and against, any and all claims or
 liabilities for all brokerage fees, commissions and finder's fees (other
 than as described above) incurred by reason of any action taken by C&W. 
  
                                 ARTICLE IV 
                  REPRESENTATIONS AND WARRANTIES OF BUYER 
  
           Buyer represents and warrants to C&W as follows: 

           4.1.  Organization.  Buyer is a corporation duly organized,
 validly existing and in good standing under the laws of the State of
 Delaware.  Buyer has heretofore delivered to C&W complete and correct
 copies of its Certificate of Incorporation and By-Laws as currently in
 effect. 

           4.2.  Authority Relative to this Agreement and the Buyer
 Ancillary Agreements.  Buyer has full power and authority to execute,
 deliver and perform all obligations under this Agreement, the Asset
 Exchange Agreement referred to in Section 8.8 hereof and the Director
 Nomination Agreement referred to in Section 6.2(e) hereof (collectively,
 the "Buyer Ancillary Agreements") and to consummate the transactions
 contemplated hereby and thereby.  The execution and delivery of this
 Agreement and the Buyer Ancillary Agreements and the performance of its
 obligations hereunder and thereunder have been duly and validly authorized
 by Buyer, and no other proceedings on the part of Buyer are necessary to
 authorize this Agreement or the Buyer Ancillary Agreements or to perform
 its obligations hereunder or thereunder.  This Agreement and the Buyer
 Ancillary Agreements (in the case of the Buyer Ancillary Agreements, in the
 form delivered to C&W on the date hereof) have been duly and validly
 executed and delivered by Buyer, and assuming that this Agreement and each
 such Buyer Ancillary Agreement to which it is a party constitutes a valid
 and binding agreement of C&W or the relevant party to the Buyer Ancillary
 Agreements, constitutes a valid and binding agreement of Buyer, enforceable
 against Buyer in accordance with its terms, except that such enforceability
 may be limited by applicable bankruptcy, insolvency, moratorium or other
 similar laws affecting or relating to enforcement of creditors' rights
 generally or general principles of equity. 

           4.3. Consents and Approvals; No Violation.  (a) Except as set
 forth in Schedule 4.3, neither the execution and delivery of this Agreement
 nor the Buyer Ancillary Agreements by Buyer nor the purchase by the Buyer
 or its permitted designee or assignee as provided in Section 9.4 hereof of
 the PLD Interest and the Holdings Shares pursuant to this Agreement, or the
 performance of the Buyer Ancillary Agreements, will (i) conflict with or
 result in any breach of any provision of the Certificate of Incorporation
 or By-Laws of Buyer, (ii) require any consent, approval, authorization or
 permit of, or filing with or notification to, any governmental or
 regulatory authority, or (iii) result in a default (or give rise to any
 right of termination, cancellation or acceleration) under any of the terms,
 conditions or provisions of any note, bond, mortgage, indenture, agreement,
 lease or other instrument or obligation to which Buyer or any of its
 subsidiaries are a party or by which any of their respective assets may be
 bound, except for such defaults (or rights of termination, cancellation or
 acceleration) as to which requisite waivers or consents have been obtained. 

                (b)  Except for the filings by Buyer or its permitted
 designee or assignee as provided in Section 9.4 hereof  and PLD  required
 by Title II of the HSR Act, no declaration, filing or registration with, or
 notice to, or authorization, consent or approval of any governmental or
 regulatory body or authority is necessary for the consummation by Buyer of
 the transactions contemplated hereby. 

           4.4.  Fees and Commissions.  No broker, finder or other person is
 entitled to any brokerage fees, commissions or finder's fees in connection
 with the transaction contemplated hereby by reason of any action taken by
 Buyer.  Buyer hereby covenants that it will pay to C&W or otherwise
 discharge, and will indemnify and hold C&W harmless from and against, any
 and all claims or liabilities for all brokerage fees, commissions and
 finder's fees incurred by reason of any action taken by Buyer. 

           4.5. Investment Intent.  Buyer is purchasing the PLD Interest for
 its own account and not with a view towards the public sale or distribution
 thereof in violation of the Securities Act. 
  
                                 ARTICLE V 
                          COVENANTS OF THE PARTIES 
  
           5.1.  Conduct of Business of Holdings.  Except as described in
 Schedule 5.1, during the period from the date of this Agreement to the
 Closing Date, C&W covenants that Holdings will conduct its business and
 operations according to its ordinary and usual course of business
 consistent with past practice.  Without limiting the generality of the
 foregoing, and, except as contemplated in this Agreement or as described in
 Schedule 5.1, prior to the Closing Date, without the prior written consent
 of Buyer, C&W will not permit Holdings to: 

                (a)  (i) create, incur or assume any amount of indebtedness
 for money borrowed, other than in the ordinary course of business, or (ii)
 assume, guarantee, endorse or otherwise become liable or responsible
 (whether directly, contingently or otherwise) for the obligations of any
 other person except in the ordinary course of business; provided, Holdings
 may endorse negotiable instruments in the ordinary course of business; 

                (b)  declare, set aside or pay any dividend or other
 distribution (whether in cash, stock or property or any combination
 thereof) in respect of its capital stock, or redeem or otherwise acquire
 any shares of its capital stock; 

                (c)  enter into any agreement, commitment or transaction
 (including without limitation any borrowing, capital expenditure or capital
 financing), except agreements, commitments or transactions in the ordinary
 course of business or as contemplated herein; or 

                (d)  enter into any contract, agreement, commitment or
 arrangement, whether written or oral, with respect to any of the
 transactions set forth in the foregoing paragraphs (a) through (c). 

           5.2.  Expenses.  Whether or not the transactions contemplated
 hereby are consummated, all costs and expenses incurred in connection with
 this Agreement and the transactions contemplated hereby shall be borne by
 the party incurring such costs and expenses. 

           5.3.  Further Assurances.   Subject to the terms and conditions
 of this Agreement, each of the parties hereto will use all reasonable
 efforts to take, or cause to be taken, all action, and to do, or cause to
 be done, all things reasonably necessary, proper or advisable under
 applicable laws and regulations to consummate and make effective the sale,
 assignment, transfer and delivery by C&W or Navona to Buyer or PLD of the
 PLD Interest and the Holdings Shares and the interests in PLD and PeterStar
 represented thereby, pursuant to this Agreement.  From time to time after
 the date hereof, without further consideration, C&W and Navona will, at
 their own expense, execute and deliver such documents to Buyer or PLD as
 Buyer or PLD may reasonably request in order more effectively to vest in
 Buyer or PLD, as the case may be, good title to the PLD Interest and the
 Holdings Shares.  From time to time after the date hereof, without further
 consideration, Buyer will, at its own expense, execute and deliver such
 documents to C&W or PLD as C&W or PLD may reasonably request in order more
 effectively to consummate the sale, assignment, transfer and delivery of
 the PLD Interest and the Holdings Shares pursuant to this Agreement. 

           5.4.  Public Statements.  The parties shall consult with each
 other prior to issuing any public announcement, statement or other
 disclosure with respect to this Agreement or the transactions contemplated
 hereby and shall not issue any such public announcement, statement or other
 disclosure prior to such consultation. Notwithstanding the foregoing, the
 parties may make public announcements, statements or other disclosures with
 respect to this Agreement and the transactions contemplated hereby without
 such consultation to the extent and under the circumstances in which the
 parties are legally compelled (by deposition, interrogatory, request for
 documents, subpoena, civil investigative demand or similar process, or by
 order of a court or tribunal of competent jurisdiction) to do so, or in
 order to comply with applicable rules or requirements of any stock
 exchange, government department or agency or other regulatory authority, or
 as required by any securities law or regulation or other legal requirement,
 in any such case in circumstances where such consultation would not be
 practicable. 

           5.5.  Consents and Approvals.   

                (a) C&W and Buyer shall (in the case of C&W, in relation to
 the consents and approvals set forth in Schedule 3.4 and any other consents
 and approvals required to be obtained by C&W and, in the case of Buyer, in
 relation to the consents and approvals set forth in Schedule 4.3 and any
 other consents and approvals required to be obtained by Buyer)  (i)
 promptly prepare and file all necessary documentation, (ii) effect all
 necessary applications, notices, petitions and filings and execute all
 agreements and documents, (iii) use all reasonable efforts to obtain all
 necessary permits, consents, approvals and authorizations of all
 governmental bodies (including, in the case of Buyer, Buyer's and PLD's
 obligations to file with the United States Federal Trade Commission and the
 United States Department of Justice any notifications required to be filed
 under the HSR Act and the rules and regulations promulgated thereunder with
 respect to the transactions contemplated hereby) and (iv) use all
 reasonable efforts to obtain all necessary permits, consents, approvals and
 authorizations necessary or advisable to consummate the transactions
 contemplated by this Agreement or required by the terms of any note, bond,
 mortgage, indenture, deed of trust, license, franchise, permit, concession,
 contract, lease or other instrument to which, in the case of C&W, C&W,
 Holdings or Navona is a party or by which any of them are bound or, in the
 case of  Buyer, Buyer or any of its subsidiaries are a party or by which
 any of them is bound. Each of Buyer and C&W will provide reasonable
 assistance to the other in order to obtain the consents and approvals
 referred to above.  Each of C&W and Buyer shall have the right to review,
 and be consulted in advance to the extent practicable, as to all
 characterizations of the information relating to the transactions
 contemplated by this Agreement which appear in any filing made in
 connection with the transactions contemplated hereby.  The parties hereto
 agree that they will consult with each other with respect to the obtaining
 of all such necessary permits, consents, approvals and authorizations of
 all third parties and governmental bodies.  

                (b) The parties hereto shall consult with each other prior
 to proposing or entering into any stipulation or agreement with any foreign
 or United States governmental authority or agency or any third party in
 connection with any foreign or United States governmental consents and
 approvals legally required for the consummation of the transactions
 contemplated hereby and shall not propose or enter into any such
 stipulation or agreement without the other party's prior written consent,
 which consent shall not be unreasonably withheld. 

           5.6.  Transfer of Complus Enterprises Holding S.A.  On, or prior
 to the Closing, C&W shall have taken all action necessary to ensure that
 Holdings does not, directly or indirectly, own any shares in Complus
 Enterprises Holding S.A. ("Complus"). Buyer acknowledges that substantially
 simultaneously with the transfer of the shares in Complus held by Holdings
 as contemplated by this Section 5.6, Holdings will (a) assign to the person
 to which such shares in Complus are transferred (the "Complus Transferee")
 all right title and interest Holdings has in the Share Sale and Purchase
 Agreement dated December 14, 1994 between Complus Holding S.A. and Holdings
 (the "December 1994 Agreement"), pursuant to which Holdings Purchased 688
 shares in Complus; and (b) irrevocably undertake to exercise its power
 under Clause 4.3 of the Settlement Agreement (the "Settlement Agreement")
 dated May 30, 1997 between Complus, Complus Holding, S.A. and Holdings to
 direct that any amounts payable by Complus Holding, S.A. in respect of any
 indebtedness or other liabilities of or incurred by Complus shall be paid
 to the Complus Transferee or such other person as the Complus Transferee
 may direct.  Notwithstanding the provisions of clauses (a) and (b) of the
 immediately preceding sentence, C&W undertakes that such assignment and
 undertaking will exclude the full benefit of (i) the tax indemnity set
 forth in Section 9 of the December 1994 Agreement (to the extent that any
 tax liability therein referred to is imposed on or otherwise becomes a
 liability of Holdings) and (ii) the indemnity in favor of Holdings provided
 in Section 4.3 of the Settlement Agreement. 

           5.7.  HSR Act.  Buyer will promptly and in any event within 5
 Business Days (as defined herein) after the date hereof make such filings
 as may be required to be made by it under the HSR Act in connection with
 the transactions contemplated hereby. 

           5.8.  Supplements to Schedules.  C&W, on the one hand, and Buyer,
 on the other hand, shall have the right from time to time prior to the
 Closing to supplement or amend its Schedule with respect to any matter
 hereafter arising which if existing or known at the date of this Agreement
 would have been required to be set forth or described in such Schedule. 
 Any such supplemental or amended disclosure shall be deemed to have cured
 any breach of any representation or warranty made in this Agreement for all
 purposes of this Agreement, except that notwithstanding the immediately
 preceding clause no such supplemental or amended disclosure shall be deemed
 to have cured any such breach made in this Agreement and to have been
 disclosed as of the date of this Agreement for purposes of determining
 whether or not the conditions set forth in Article VI hereof have been
 satisfied. 

           5.9.  Completion of Ancillary Agreements.  Each party will use
 reasonable efforts to take or cause to be taken, all action, and do or
 cause to be done all things reasonably necessary or advisable to perform
 their respective obligations under, in the case of C&W, the CIBBV Exchange
 Agreement and, in the case of Buyer, the Buyer Ancillary Agreements, each
 in the form as executed on the date hereof. 

                                 ARTICLE VI 
                             CLOSING CONDITIONS 
  
           6.1.  Conditions to Each Party's Obligations to Effect the
 Transactions Contemplated Hereby.  The respective obligations of each party
 to effect the transactions contemplated hereby shall be subject to the
 fulfillment at or prior to the Closing Date of the following conditions: 

                (a)  The waiting period under the HSR Act applicable to the
 consummation of the transactions contemplated hereby shall have expired or
 been terminated; 

                (b)  No preliminary or permanent injunction or other order
 or decree by any federal, state, local or foreign court which prevents the
 consummation of the transactions contemplated hereby shall have been issued
 and remain in effect (each party agreeing to use its reasonable best
 efforts to have any such injunction, order or decree lifted) and no
 statute, rule or regulation shall have been enacted by any federal, state,
 local, or foreign government or governmental agency which prohibits the
 consummation of the transactions contemplated hereby;  

                (c) The CIBBV Exchange Shares shall have been issued and
 delivered to C&W by PLD in accordance with the terms of the CIBBV Exchange
 Agreement; and 

                (d)  All foreign and United States federal, state and local
 government consents and approvals required for the consummation of the
 transactions contemplated hereby (including, without limitation, the
 consent of the Bermuda Monetary Authority) shall have become Final Orders
 (a "Final Order" means a final order after all opportunities for rehearing
 are exhausted (whether or not any appeal thereof is pending)) and shall not
 be subject to terms and conditions. 

           6.2.  Conditions to Obligations of Buyer.  The obligation of
 Buyer to effect the transactions contemplated by this Agreement shall be
 subject to the fulfillment at or prior to the Closing Date of the following
 additional conditions: 

                (a)  There shall not have occurred and be continuing any
 event or events, either individually or in the aggregate, which would have
 a material and adverse effect on the property, business, operations,
 prospects or condition (financial or otherwise) of PLD or PeterStar; 

                (b)  C&W shall have performed and complied with in all
 material respects the covenants and agreements contained in this Agreement
 required to be performed and complied with by it at or prior to the Closing
 Date, and the representations and warranties of C&W set forth in this
 Agreement, giving effect to the amendment or supplement of any schedule
 pursuant to Section 5.8 hereof, shall be true and correct in all material
 respects as of the date of this Agreement and as of the Closing Date as
 though made at and as of the Closing Date; 

                (c)  Buyer shall have received stock certificates
 representing all of the PLD Shares, the CIBBV Exchange Shares and the
 Holdings Shares and the certificate or other instrument representing the
 PLD Warrant, each duly endorsed in blank or accompanied by duly executed
 instruments of transfer, together with any other documents that are
 necessary to transfer to Buyer good and marketable title to the PLD Shares,
 the CIBBV Exchange Shares, the PLD Warrant and the Holdings Shares, as the
 case may be; 

                (d) The conditions to closing under the Asset Exchange
 Agreement (as defined in Section 8.8 hereof) annexed hereto as Schedule 6.2
 shall have been satisfied or waived by Buyer; 

                (e)  Buyer and PLD shall have executed and delivered a
 Director Nomination Agreement dated April 19, 1998, containing terms and
 conditions substantially as set forth in the draft thereof previously
 delivered by Buyer to C&W,  and such agreement shall be in full force and
 effect; 

                (f)  Buyer shall have received a certificate from an
 authorized officer of C&W, dated the Closing Date, to the effect that to
 the officer's knowledge, the conditions set forth in Section 6.2 (b) have
 been satisfied; and 

                (g)  Buyer shall have received opinions from counsel to C&W,
 dated the Closing Date and satisfactory in form and substance to Buyer and
 its counsel, 

                (A) substantially to the effect that: 

                     (i)  C&W is a corporation duly organized and validly
 existing under the laws of the jurisdiction of its organization and has the
 corporate power and authority to execute and deliver this Agreement and to
 consummate the transactions contemplated hereby; and the execution and
 delivery of this Agreement and the consummation of the transactions
 contemplated hereby have been duly authorized by requisite corporate action
 taken on the part of C&W; 

                     (ii)  this Agreement has been executed and delivered by
 C&W and is a valid and binding obligation of C&W, enforceable against it in
 accordance with its terms, except (A) that such enforcement may be subject
 to bankruptcy, insolvency, reorganization, moratorium or other similar laws
 now or hereafter in effect relating to creditors' rights, and (B) that the
 remedy of specific performance and injunctive and other forms of equitable
 relief may be subject to certain equitable defenses and to the discretion
 of the court before which any proceeding therefore may be brought; 

                     (iii)  C&W, by reason of delivery of certificates for
 or other instruments representing the PLD Shares in the name of Buyer, will
 cause Buyer to own such shares free and clear of any adverse claim (as
 defined in Article 8 of the Uniform Commercial Code as in effect in the
 State of New York) as of the Closing date; and 
  
                (B) in respect of Bermuda law, in relation to the Holdings
           Shares, an opinion customary for Bermuda counsel to give in
           relation to the legal title obtained by the person registered in
           the share register of a company incorporated in Bermuda 

           Such opinions may expressly rely as to matters of fact upon
 certificates furnished by C&W and appropriate officers and directors of
 each of PLD, Holdings and PeterStar and by public officials. 

                (h) Buyer shall have received a copy of a compliance
 certificate from the Registrar of Companies of Bermuda confirming that
 Holdings is not in default of any filing or fees due to be made to the
 Bermuda Government, dated as of a date within 5 Business Days prior to the
 Closing Date. 

           6.3.  Conditions to Obligations of C&W.  The obligations of C&W
 to effect the transaction contemplated by this Agreement shall be subject
 to the fulfillment at or prior to the Closing Date of the following
 additional conditions: 

                (a)  C&W shall have received the Purchase Price; 

                (b)  Buyer shall have performed and complied with in all
 material respects the covenants and agreements contained in this Agreement
 required to be performed and complied with by it at or prior to the Closing
 Date, and the representations and warranties of Buyer set forth in this
 Agreement, giving effect to the amendment or supplement of any schedule
 pursuant to Section 5.8 hereof, shall be true and correct in all material
 respects as of the date of this Agreement and as of the Closing Date as
 though made at and as of the Closing Date; 

                (c)  C&W shall have received a certificate from an
 authorized officer of Buyer, dated the Closing Date, to the effect that to
 the officer's knowledge, the conditions set forth in Section 6.3(b) have
 been satisfied; and 

                (d)  C&W shall have received an opinion from Skadden, Arps,
 Slate, Meagher & Flom LLP, special counsel to Buyer, dated the Closing Date
 and satisfactory in form and substance to C&W and its counsel,
 substantially to the effect that: 

                     (i)  Buyer is a corporation organized and in good
 standing under the laws of the State of Delaware and has the power and
 authority to execute and deliver this Agreement and to consummate the
 transactions contemplated hereby; and the execution and delivery of this
 Agreement and the consummation of the transactions contemplated hereby have
 been duly authorized by requisite action taken on the part of Buyer; and 

                     (ii)  this Agreement has been executed and delivered by
 Buyer and is a valid and binding obligation of Buyer, enforceable against
 it in accordance with its terms, except (A) that such enforcement may be
 subject to bankruptcy, insolvency, reorganization, moratorium or other
 similar laws now or hereafter in effect relating to creditors' rights, and
 (B) that the remedy of specific performance and injunctive and other forms
 of equitable relief may be subject to certain equitable defenses and to the
 discretion of the court before which any proceeding therefore may be
 brought. 

           As to any matter contained in such opinion which involves the
 laws of any jurisdiction other than the Federal laws of the United States
 or the laws of the State of New York, such counsel may rely upon opinions
 of counsel admitted in such other jurisdictions.  Any opinions relied upon
 by such counsel as aforesaid shall be delivered together with the opinion
 of such counsel.  Such opinion may expressly rely as to matters of fact
 upon certificates furnished by Buyer and appropriate officers and directors
 of Buyer and by public officials. 
  
                                ARTICLE VII 
                        TERMINATION AND ABANDONMENT 
  
           7.1.  Termination. 

                (a)  This Agreement may be terminated at any time prior to
 the Closing Date, by mutual written consent of Buyer and C&W. 

                (b)  This Agreement may be terminated by Buyer, on the one
 hand, or C&W, on the other hand, if the transactions contemplated hereby
 shall not have been consummated on or before June 30, 1998,  provided, that
 the right to terminate this Agreement pursuant to this Section 7.1(b) shall
 not be available to any party whose failure to perform any of its covenants
 or obligations under this Agreement has been the cause of or resulting in
 the failure of the transactions contemplated by this Agreement to occur on
 or prior to the aforesaid date. 

                (c)  This Agreement may be terminated by either Buyer, on
 the one hand, or C&W, on the other hand, if (i) any governmental or
 regulatory body, the consent of which is a condition to the obligations of
 C&W and Buyer to consummate the transactions contemplated hereby, shall
 have determined not to grant its consent and all appeals of such
 determination shall have been taken and have been unsuccessful, or (ii) any
 court of competent jurisdiction shall have issued an order, judgment or
 decree permanently restraining, enjoining or otherwise prohibiting the
 transactions contemplated hereby and such order, judgment or decree shall
 have become final and nonappealable. 

                (d)  This Agreement may be terminated by Buyer, on the one
 hand, or C&W, on the other hand, if there has been a material violation or
 breach of any agreement, representation or warranty contained in this
 Agreement which violation or breach has not been waived by the non-
 breaching party (it being agreed that the failure of Buyer to comply with
 its undertaking contained in Section 5.7 hereof shall be deemed a material
 breach of this Agreement). 

           7.2.  Procedure and Effect of Termination.  In the event of
 termination of this Agreement and abandonment of the transactions
 contemplated hereby by either or both of the parties pursuant to Section
 7.1, written notice thereof shall forthwith be given by the terminating
 party to the other party and this Agreement shall terminate and the
 transactions contemplated hereby shall be abandoned, without further action
 by any of the parties hereto without prejudice to any claims of a party to
 this Agreement arising prior to the date of such termination in respect of
 any breach of any representation, warranty or agreement contained in this
 Agreement and provided that (a) the provisions of Sections 5.4 and Article
 IX (except for section 9.4) hereof shall survive such termination, and (b)
 that regardless of such termination the provisions of Article VIII hereof
 shall continue with respect to any such claims.  If this Agreement is
 terminated as provided herein all filings, applications and other
 submissions made pursuant to this Agreement, to the extent practicable,
 shall be withdrawn from the agency or other person to which they were made. 
  
                                ARTICLE VIII 
                SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION 
  
           8.1. Survival of Representations.  The representations and
 warranties set forth in Articles III and IV of this Agreement (including in
 the schedules delivered pursuant thereto) shall survive the Closing until
 one (1) year after the Closing. 

           8.2.  Limitations on C&W Representations and Warranties;
 Investigation.  C&W has not made in this agreement or otherwise, and
 nothing in this Agreement shall be construed to be, a representation or
 warranty of any nature in relation to PLD, any of its subsidiaries or
 affiliates (including PeterStar), or Belcel, or the past, current or future
 property, business, operations, prospect or condition (financial or
 otherwise) of PLD, PeterStar or Belcel and Buyer confirms that it has not
 entered into this Agreement or performed its obligations under this
 Agreement in reliance on any such representation or warranty by C&W. 

           8.3.  C&W's Indemnification of Buyer.  Subject to the conditions
 of this Article VIII, C&W hereby agrees that it shall indemnify, defend and
 hold harmless Buyer and any parent, subsidiary and affiliate of Buyer
 (collectively, the "Buyer Group") from and against all demands, claims,
 actions or causes of action, assessments, losses, damages, liabilities,
 costs and expenses, including, without limitation, interest, penalties and
 reasonable attorneys' fees and expenses (collectively, "Damages"), asserted
 against, resulting to, imposed upon or incurred by any of the Buyer Group,
 directly or indirectly, arising out of or resulting from a breach of any
 representation, warranty or agreement of C&W contained in or made pursuant
 to this Agreement or any facts or circumstances constituting such a breach
 (collectively, "Buyer's Indemnifiable Claims"); provided, however, that the
 indemnification obligation of C&W with respect to any breach of any of the
 representations or warranties made by C&W in this Agreement shall arise
 only in the event that C&W had knowledge of such breach on or before the
 Closing.  For purposes of this Agreement, "Knowledge" of C&W shall mean the
 knowledge of Roger Mortimer, Joseph Lyon and John Macpherson (collectively,
 the "Designated Persons").  C&W represents and warrants that the Designated
 Persons are the only current management personnel of C&W or Holdings who
 have substantial executive, management, or financial responsibilities for
 Holdings who would be reasonably likely to be aware of facts or
 circumstances that could cause a representation or warranty made by C&W in
 this Agreement to be false in any material respect. 

           8.4.  Buyer's Indemnification of C&W.  Subject to the conditions
 of this Article VIII, Buyer hereby agrees that it shall indemnify, defend
 and hold harmless C&W and any parent, subsidiary and affiliate of C&W
 (collectively, the "C&W Group") from and against all Damages asserted
 against, resulting to, imposed upon or incurred by any of the C&W Group,
 directly or indirectly, arising out of or resulting from a breach of any
 representation, warranty or agreement of Buyer contained in or made
 pursuant to this Agreement or any facts or circumstances constituting such
 a breach ("C&W Indemnifiable Claims"; C&W's Indemnifiable Claims and
 Buyer's Indemnifiable Claims are collectively referred to herein as the
 "Indemnifiable Claims"); provided, however, that the indemnification
 obligation of Buyer with respect to any breach in any of the
 representations or warranties made by Buyer in this Agreement shall arise
 only in the event that Buyer had knowledge of such breach on or before the
 Closing. 

           8.5.  Conditions of Indemnification.  The obligations and
 liabilities of C&W under Section 8.3 or Buyer under Section 8.4,
 respectively, with respect to Indemnifiable Claims resulting from the
 assertion of liability by third parties shall be subject to the following
 terms and conditions: 

                (a)  The member of the C&W Group or the Buyer Group, as the
 case may be, asserting the existence of an Indemnifiable Claim (the
 "Indemnified Party") will give notice of any such Indemnifiable Claim to
 the party from whom Indemnification is sought (the "Indemnifying Party"),
 and the Indemnifying Party shall undertake the defense thereof by
 representation of their choosing, and will consult with the Indemnified
 Party concerning such defense during the course thereof. 

                (b)  In the event that the Indemnifying Party within a
 reasonable time after notice of any Indemnifiable Claim, fails to defend,
 the Indemnified Party against which such Indemnifiable Claim has been
 asserted will (upon further notice to the Indemnifying Party) have the
 right to undertake the defense, compromise or settlement of such
 Indemnifiable Claim on behalf of and for the account and risk of the
 Indemnifying Party. 

                (c)  Anything in this Section 8.5 to the contrary
 notwithstanding, (i) if there is a reasonable probability that an
 Indemnifiable Claim may materially and adversely affect the Indemnified
 Party other than as a result of money damages or other money payments (for
 example, as a result of injunctive or other equitable relief), the
 Indemnified Party shall have the right to defend, compromise or settle such
 Indemnifiable Claim provided, that the Indemnifying Party shall not be
 bound by any determination, compromise or settlement of any such
 Indemnifiable Claim without its consent, which shall not unreasonably be
 withheld, and (ii) the Indemnifying Party shall not, without the
 Indemnified Party's written consent, settle or compromise any Indemnifiable
 Claim or consent to entry of any judgment in respect thereof unless (A) the
 Indemnifying Party delivers to the Indemnified Party in advance its written
 agreement satisfactory to the Indemnified Party which provides that amounts
 paid and incurred or to be incurred by the Indemnified Party in connection
 with such Indemnifiable Claim shall be repaid promptly by the Indemnifying
 Party to the Indemnified Party (subject to the limitations of this Article
 VIII), and (B) such settlement, compromise or consent includes as an
 unconditional term thereof the giving by the claimant or the plaintiff to
 the Indemnified Party a release from all liability in respect to such
 Indemnifiable Claim. 

           8.6.  Cushion.  The provisions for indemnity contained in Section
 8.3 and Section 8.4 hereof shall only be effective with respect to an
 Indemnifiable Claim (or, if more than one Indemnifiable Claim is asserted,
 with respect to all Indemnifiable Claims) to the extent the amount (or
 aggregate amount, in the case of more than one Indemnifiable Claim) of
 damages sustained in connection therewith exceeds Three Hundred Thousand
 dollars (USD$300,000), but to the extent that the amount or amounts of
 damages in respect of Indemnifiable Claims exceeds $300,000, the indemnity
 provisions hereunder shall apply to all such damages, without regard to the
 $300,000 level. 

           8.7.  Limitation of Liability.  Anything in this Agreement to the
 contrary notwithstanding, the liability of an Indemnifying Party to
 indemnify an Indemnified Party against any damages sustained in connection
 with any Indemnifiable Claim shall be limited to Indemnifiable Claims as to
 which written notice shall have been given to the Indemnifying Party on or
 prior to the earlier of the first anniversary date of the Closing Date or
 public release of audited financials of PLD or PeterStar, as the case may
 be, covering the fiscal year ended December 31, 1998, whether or not the
 Indemnified Party has actually settled or incurred any expense with respect
 to such Damages. Furthermore, anything in this Agreement to the contrary
 notwithstanding, (a) the liability of C&W pursuant to this Article VIII for
 all claims for indemnification or damages arising under this Agreement,
 taken together with any liability that C&W may have for indemnification or
 damages arising under the CIBBV Exchange Agreement, shall be limited to the
 Purchase Price received by C&W and (b) the liability of Buyer pursuant to
 this Article VIII shall be limited to twenty-five percent (25%) of the
 Purchase Price. 

           8.8.  Remedies Cumulative.  The remedies provided herein shall be
 cumulative and shall not preclude the assertion by Buyer of any other
 rights or the seeking of any other remedies against the other party, as the
 case may be, provided, however, that all claims for Damages under this
 Agreement shall be governed by the provisions of this Article VIII, and
 provided further,  that the cushion provided in Section 8.6 hereof and the
 limitation of liability provided in Section 8.7 hereof shall also apply to
 all other liabilities arising out of the transactions contemplated hereby
 but grounded in a legal or equitable theory other than a breach of
 representation, warranty or agreement set forth in this Agreement. 

           8.9.  Assignment of Certain Representations, Warranties and
 Indemnification Rights.  C&W hereby (a) acknowledges that pursuant to an
 Asset Exchange Agreement, by and between Buyer and PLD (the "Asset Exchange
 Agreement"), and subject to the sale, assignment, transfer and delivery of
 the Holdings Shares from C&W pursuant to this Agreement, Buyer will,
 substantially simultaneously with the purchase of the Holdings Shares as
 described in Section 1.1 hereof, sell, assign, transfer and deliver to PLD,
 and PLD will acquire from Buyer, all of the right, title and interest
 acquired by Buyer hereunder in and to the Holdings Shares and (b) agrees
 that its representations, warranties and agreements made in this Agreement
 with respect to the Holdings Shares, and Buyer's indemnification rights
 under this Article VIII, may be assigned by Buyer to the benefit of PLD,
 and that PLD shall have the right to rely upon such representations,
 warranties and agreements, and to enforce such indemnification rights
 without any recourse to Buyer, as fully as if it were a party to this
 Agreement. 
  
                                 ARTICLE IX 
                          MISCELLANEOUS PROVISIONS 
  
           9.1.  Amendment and Modification.  Subject to applicable law,
 this Agreement may be amended, modified or supplemented only by written
 agreement signed by all of the parties hereto. 

           9.2.  Waiver of Compliance; Consents.  Except as otherwise
 provided in this Agreement, any failure of any of the parties to comply
 with any obligation, covenant, agreement or condition herein may be waived
 by the party entitled to the benefits thereof only by a written instrument
 signed by the party granting such waiver, but such waiver shall not operate
 as a waiver of, or estoppel with respect to, any subsequent or other
 failure. 

           9.3.  Notices.  All notices and other communications hereunder
 shall be in writing and shall be deemed effectively given upon personal
 delivery to the party to be notified, on the next Business Day after
 delivery to an internationally recognized overnight courier service, upon
 confirmation of receipt of a facsimile transmission, or five days after
 deposit with the United States Post Office or the Royal Mail, by registered
 or certified mail (return receipt requested), postage prepaid, to the
 parties at the following addresses (or at such other address for a party as
 shall be specified by like notice; provided that notices of a change of
 address shall be effective only upon receipt thereof): 

                (a)  If to C&W, to: 
  
                     Cable and Wireless plc 
                     124 Theobalds Road 
                     London WC1X 8RX 
                     United Kingdom 
  
                     Facsimile:  (44) 171 315 5051 
                     Attention: Company Secretary 
  
                     (with a copy to: 
  
                     Cleary, Gottlieb, Steen & Hamilton 
                     Level 5 
                     City Place House 
                     55 Basinghall Street 
                     London EC2V 5EH 
                     United Kingdom 
                     Facsimile:  (44) 171 600 1698 
                     Attention:  Andrew C. Shutter 
  
                (b)  If to Buyer, to: 
  
                     News America Incorporated 
                     1211 Avenue of the Americas 
                     New York, New York   10036 
                     Facsimile:  (212) 768-2029 
                     Attention:  General Counsel 
  
                     (with a copy to: 
  
                     Skadden, Arps, Slate, Meagher & Flom LLP 
                     919 Third Avenue 
                     New York, New York   10022 
                     Facsimile: (212) 735-2000   
                     Attention:  Alan G. Straus, Esq.) 
  
                (c)  In the case of notices given to C&W or Buyer, a copy
 thereof shall simultaneously be given to PLD at: 
  
                     PLD Telekom Inc. 
                     680 Fifth Avenue 
                     24th Floor 
                     New York, New York  10019 
                     Facsimile: (212) 262-8870 
                     Attention:  James Hatt 
  
           9.4.  Assignment.  This Agreement and all of the provisions
 hereof shall be binding upon and inure to the benefit of the parties hereto
 and their respective assigns permitted in accordance with this Section 9.4,
 but neither this Agreement nor any of the rights, interests or obligations
 hereunder shall be assigned by any party hereto, including by operation of
 law without the prior written consent of the other party, nor is this
 Agreement intended to confer upon any other person except the parties
 hereto any rights or remedies hereunder; provided, however, that (a) Buyer
 will have the right, at any time prior to the sixth business day following
 the date hereof, to designate in writing, in accordance with applicable
 law, one of its directly or indirectly wholly owned subsidiaries, or a
 limited liability company or other organization all of the membership
 interests in which are owned, directly or indirectly, by Buyer, to
 purchase, in whole or in part, the PLD Interest and the     Holdings Shares
 on the terms set out in this Agreement, and Buyer shall remain jointly and
 severally liable with its designee under this Agreement following such
 designation; provided, however, that no such designation shall be permitted
 if as a result thereof any consent, approval, authorization or permit of,
 or filing with or notification to, any governmental or regulatory
 authority, other than as specified on Schedule 4.3 hereto, as in effect on
 the date hereof, would be required, and (b) certain representations,
 warranties and agreements, and indemnification rights of Buyer be assigned
 to PLD as set forth in Section 8.9 hereof. 

           9.5.  Confidentiality.  Each of the Parties hereto will hold, and
 will use its reasonable, good faith efforts to cause its respective
 shareholders, partners, members, directors, officers, employees,
 accountants, counsel, consultants, agents and financial or other advisors
 (collectively "Agents") to hold, in confidence all information (whether
 oral or written), including this Agreement and the documents contemplated
 herein, concerning the transactions contemplated by this Agreement
 furnished to such Party by or on behalf of any other Party in connection
 with such transactions, unless legally compelled (by deposition,
 interrogatory, request for documents, subpoena, civil investigative demand
 or similar process, or by order of a court or tribunal of competent
 jurisdiction), or in order to comply with applicable rules or requirements
 of any stock exchange, government department or agency or other regulatory
 authority, or if required by any securities law or regulation or other
 legal requirement to disclose any such information or documents, and except
 to the extent that such information or documents can be shown to have been
 (a) previously known on a nonconfidential basis by such Party, (b) in the
 public domain through no fault of such Party or (c) acquired by such Party
 on a nonconfidential basis from sources not known by such Party to be bound
 by any obligation of confidentiality in relation thereto.  Notwithstanding
 the foregoing provisions of this Section 9.5, each Party may disclose such
 information to its Agents in connection with the transactions contemplated
 by this Agreement or any of the other ancillary Agreements so long as such
 Agents are informed by such Party of the confidential nature of such
 information and are required by such Party to treat such information
 confidentially, and to certain governmental agencies in connection with the
 procurement of the governmental authorizations contemplated by this
 Agreement.  The obligation of each Party to hold any such information in
 confidence shall be satisfied if such Party exercises the same care with
 respect to such information as it would take to preserve the
 confidentiality of its own similar information.  If this Agreement is
 terminated, each Party will, and will use its reasonable, good faith
 efforts to cause its respective Agents to, destroy or deliver to the other
 Party, upon request, all documents and other materials, and all copies
 thereof, obtained by such Party or on its behalf from the other Party
 hereto in connection with this Agreement that are subject to such
 confidence. 

           9.6.  Governing Law.  This Agreement shall be governed by and
 construed in accordance with the laws of the State of New York (regardless
 of the laws that might otherwise govern under applicable New York
 principles of conflicts of law) as to all matters, including but not
 limited to matters of validity, construction, effect, performance and
 remedies. 

           9.7.  Counterparts.  This Agreement may be executed in two or
 more counterparts, each of which shall be deemed an original, but all of
 which together shall constitute one and the same instrument. 

           9.8.  Interpretation.  The article and section headings contained
 in this Agreement are solely for the purpose of reference, are not part of
 the agreement of the parties and shall not in any way affect the meaning or
 interpretation of this Agreement.  As used in this Agreement, (a) the term
 "person" shall mean and include an individual, a partnership, a joint
 venture, a corporation, a trust, an unincorporated organization and a
 governmental entity or any department or agency thereof, (b) the term
 "subsidiary" when used in reference to any other person shall mean any
 corporation of which outstanding securities having ordinary voting power to
 elect a majority of the Board of Directors of such corporation are owned
 directly or indirectly by such other person, (c) the terms "affiliate" and
 "parent" shall have the meanings set forth in Rule 12b-2 of the Exchange
 Act, (d) the term "Business Day" shall mean any day other than a Saturday,
 Sunday or other day on which banks in the State of New York are authorized
 or required to be closed and (e) PLD shall not be deemed to be a subsidiary
 of C&W. 

           9.9.  Entire Agreement.  This Agreement, including the documents,
 schedules and certificates referred to herein, embody the entire agreement
 and understanding of the parties hereto in respect of the transactions
 contemplated by this Agreement.  There are no restrictions, promises,
 representations, warranties, covenants or undertakings, other than those
 expressly set forth or referred to herein or therein.  This Agreement
 supersedes all prior agreements and understandings between the parties with
 respect to such transactions. 



           IN WITNESS WHEREOF, C&W and Buyer have caused this agreement to
 be signed by their respective duly authorized officers as of the date first
 above written. 
                             NEWS AMERICA INCORPORATED 
  
                             By: /s/ JOHN P. NALLEN    
                                ------------------------------
                             Name:   JOHN P. NALLEN 
                             Title:  SENIOR VICE PRESIDENT
  

                             CABLE AND WIRELESS PLC 
  
                             By: /s/ R. F. MORTIMER  
                                ------------------------------
                             Name:   R. F. MORTIMER 
                             Title:  DIRECTOR, GLOBAL BUSINESS
                              

 Exhibit 6.2   Certain Conditions to Closing under the Asset Exchange
 Agreement 
  
 [Note: Capitalized terms used but not defined in this Schedule 6.2 have the
 respective meanings given in the Asset Exchange Agreement.] 
  
           a.   There shall not have occurred and be continuing any event or
                events, either individually or in the aggregate, which would
                have a material and adverse effect on the property,
                business, operations, prospects or condition (financial or
                otherwise) of PLD; 
  
           b.   PLD shall have performed and complied with in all material
                respects the covenants and agreements contained in the Asset
                Exchange Agreement required to be performed and complied
                with by it at or prior to the Closing Date thereunder, and
                the representations and warranties of PLD set forth in the
                Asset Exchange Agreement shall be true and correct in all
                material respects as of the date of the Asset Exchange
                Agreement and as of the Closing Date thereunder  as though
                made at and as of the Closing Date, and Venture shall have
                received a certificate to that effect signed by authorized
                officers of PLD; 
  
           c.   The common stock of PLD shall be quoted on The Nasdaq Stock
                Market, and no action shall have been taken or shall be
                pending or threatened in respect of the delisting of the
                common stock of PLD from eligibility for such quotation; 
  
           d.   If required by the rules of The National Association of
                Securities Dealers, Inc. in respect of the issuance of the
                New PLD Shares, the stockholders of PLD shall have duly
                approved the issuance of such shares under the CIBBV
                Exchange Agreement and the C&W Stock Purchase Agreement,
                which approval shall not have been rescinded and shall be in
                full force and effect; 
  
           e.   PLD shall have received the consent of its bondholders
                pursuant to the Indentures to operate in Belarus; 
  
           f.   Venture shall have received a certificate from an authorized
                officer of PLD, dated the Closing Date, to the effect that
                to the officer's knowledge, the conditions set forth in the
                foregoing paragraphs a. and b. have been satisfied; and 

           g.   Venture shall have received an opinion from _________,
                counsel to PLD, dated the Closing Date and satisfactory in
                form and substance to Venture and its counsel, substantially
                to the effect that: 
  
                     (1)  PLD is a corporation duly organized, validly
      existing and in good standing under the laws of the State of Delaware
      and has the corporate power and authority to execute and deliver the
      Asset Exchange Agreement and to consummate the transactions
      contemplated hereby; and the execution and delivery of the Asset
      Exchange Agreement and the consummation of the transactions
      contemplated hereby have been duly authorized by requisite corporate
      action taken on the part of  PLD;  

                     (2)  the Asset Exchange Agreement has been executed and
      delivered by PLD and is a valid and binding obligation of the PLD
      enforceable against it in accordance with its terms, except (A) that
      such enforcement may be subject to bankruptcy, insolvency,
      reorganization, moratorium or other similar laws now or hereafter in
      effect relating to creditors' rights, and (B) that the remedy of
      specific performance and injunctive and other forms of equitable
      relief may be subject to certain equitable defenses and to the
      discretion of the court before which any proceeding therefore may be
      brought; and 

                     (3)  the issuance and sale of New PLD Shares to Venture
      pursuant to the Asset Exchange Agreement are not required to be
      registered under the Securities Act.

  
  




                                                            Exhibit 2


                          STOCK PURCHASE AGREEMENT
  
                                  between
  
                              PLD TELEKOM INC.
  
                                    and
  
                           CABLE AND WIRELESS PLC
  
  
                            Dated April 19, 1998
  
  



                             TABLE OF CONTENTS 
  
                                                                        Page 
                                  ARTICLE I
                        SALE OF STOCK; CONSIDERATION

 1.1.  Sale by C&W . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
 1.2.  Consideration for the Sale by C&W.  . . . . . . . . . . . . . . .   2

                                 ARTICLE II
                                 THE CLOSING

 2.1.  Time and Place of Closing . . . . . . . . . . . . . . . . . . . .   2
 2.2.  Deliveries by C&W . . . . . . . . . . . . . . . . . . . . . . . .   3
 2.3.  Deliveries by Buyer . . . . . . . . . . . . . . . . . . . . . . .   3

                                 ARTICLE III
                    REPRESENTATIONS AND WARRANTIES OF C&W

 3.1.  Organization  . . . . . . . . . . . . . . . . . . . . . . . . . .   3
 3.2.  Authority Relative to this Agreement  . . . . . . . . . . . . . .   4
 3.3.  Title.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
 3.4.  Consents and Approvals; No Violation  . . . . . . . . . . . . . .   5
 3.5.  Financial Statements; Undisclosed Liabilities . . . . . . . . . .   5
 3.6.  Fees and Commissions. . . . . . . . . . . . . . . . . . . . . . .   5

                                 ARTICLE IV
                   REPRESENTATIONS AND WARRANTIES OF BUYER

 4.1.  Organization  . . . . . . . . . . . . . . . . . . . . . . . . . .   6
 4.2.  Authority Relative to this Agreement  . . . . . . . . . . . . . .   6
 4.4.  Consents and Approvals; No Violation; Receipt of Information  . .   6
 4.5.  Fees and Commissions. . . . . . . . . . . . . . . . . . . . . . .   7

                                  ARTICLE V
                          COVENANTS OF THE PARTIES 
  
 5.1.  Conduct of Business of CIBBV. . . . . . . . . . . . . . . . . . .   7
 5.2.  Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
 5.3.  Further Assurances  . . . . . . . . . . . . . . . . . . . . . . .   8
 5.4.  Public Statements . . . . . . . . . . . . . . . . . . . . . . . .   8
 5.5.  Consents and Approvals. . . . . . . . . . . . . . . . . . . . . .   9
 5.7.  Supplements to Schedules. . . . . . . . . . . . . . . . . . . . .  10
 5.8.  Hart-Scott-Rodino.  . . . . . . . . . . . . . . . . . . . . . . .  10
 5.9.  Termination of Intercompany Agreements; Settlement of
          Liabilities  . . . . . . . . . . . . . . . . . . . . . . . . .  10
 5.10. Maintenance of Guarantee  . . . . . . . . . . . . . . . . . . . .  11
 5.11. Secondment  . . . . . . . . . . . . . . . . . . . . . . . . . . .  11

                                 ARTICLE VI
                             CLOSING CONDITIONS

 6.1.  Conditions to Each Party's Obligations to Effect the
         Transactions Contemplated Hereby.   . . . . . . . . . . . . . .  11
 6.2.  Conditions to Obligations of Buyer  . . . . . . . . . . . . . . .  12
 6.3.  Conditions to Obligations of C&W  . . . . . . . . . . . . . . . .  12

                                 ARTICLE VII
                         TERMINATION AND ABANDONMENT

 7.1.  Termination . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
 7.2.  Procedure and Effect of Termination . . . . . . . . . . . . . . .  14

                                ARTICLE VIII
                SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION

 8.1.  Survival of Representations . . . . . . . . . . . . . . . . . . .  14 
 8.2.  C&W's Indemnification of Buyer  . . . . . . . . . . . . . . . . .  14
 8.3.  Buyer's Indemnification of C&W  . . . . . . . . . . . . . . . . .  15
 8.4.  Conditions of Indemnification.  . . . . . . . . . . . . . . . . .  15
 8.5.  Cushion.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
 8.6.  Limitation of Liability.  . . . . . . . . . . . . . . . . . . . .  16
 8.7.  Remedies Cumulative.  . . . . . . . . . . . . . . . . . . . . . .  17

                                 ARTICLE IX
                          MISCELLANEOUS PROVISIONS

 9.1.  Amendment and Modification.   . . . . . . . . . . . . . . . . . .  17
 9.2.  Waiver of Compliance; Consents  . . . . . . . . . . . . . . . . .  17
 9.3.  Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
 9.4.  Assignment  . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
 9.5.  Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . .  19
 9.6.  Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . .  20
 9.7.  Counterparts  . . . . . . . . . . . . . . . . . . . . . . . . . .  20
 9.8.  Interpretation  . . . . . . . . . . . . . . . . . . . . . . . . .  20
 9.9.  Entire
 Agreement  . . . . . . . . . . . . . . . . . . . . . . . .  20

  



                          STOCK PURCHASE AGREEMENT 
  
            STOCK PURCHASE AGREEMENT (this "Agreement"), dated April 19,
 1998, by and between: 
  
           PLD TELEKOM INC., a company incorporated under the laws of the
 State of Delaware ("Buyer"), with an address at 680 Fifth Avenue, 24th
 Floor, New York, New York 10019, and 
  
           CABLE AND WIRELESS PLC, a company registered under the laws of
 England under the number 238525 ("C&W"), with an address at 124 Theobalds
 Road, London WC1X 8RX. 
  
                            W I T N E S S E T H: 
  
           WHEREAS, C&W owns directly 100 shares of common stock, par value
 NLG 400 per share, of CommStruct International Byelorussia BV, a company
 organized under the laws of The Netherlands ("CIBBV"), constituting 100% of
 the issued and outstanding capital stock of CIBBV (the "CIBBV Shares"),
 which is the owner of (i) fifty percent (50%) of the outstanding common
 equity interests (the "Belcel Shares") in Belarus-Netherlands Belcel Joint
 Venture ("Belcel") and (ii) one hundred percent (100%) of the outstanding
 common equity interests (the "Baltic Operations Shares") in Baltic Opera-
 tions Ltd. - Latvia ("Baltic Operations", and together with CIBBV and
 Belcel, the "CIBBV Group"); and 
  
           WHEREAS, C&W desires to sell and transfer, or to cause the sale
 and transfer, to Buyer, and Buyer desires to purchase, the CIBBV Shares, as
 more specifically provided herein; 
  
           NOW, THEREFORE, in consideration of the premises and the mutual
 covenants and agreements hereinafter set forth, the parties, intending to
 be legally bound, hereby agree as follows: 


                                  ARTICLE I 
                        SALE OF STOCK; CONSIDERATION 
  
           1.1.  Sale by C&W.  Upon the terms and subject to the satisfac-
 tion of the conditions contained in this Agreement, C&W agrees to sell,
 assign, transfer and deliver to Buyer, and Buyer agrees to purchase and
 acquire, all of the right, title and interest of C&W in and to the CIBBV
 Shares.  In addition, C&W will assign to Buyer or its designee the benefit
 of the Loan Agreement, dated November 28, 1995, between C&W and CIBBV, as
 amended (the "Loan Agreement"). 
  
           1.2.  Consideration for the Sale by C&W. On the Closing Date (as
 hereinafter defined) and upon the terms and subject to the satisfaction of
 the conditions contained in this Agreement, Buyer will issue and deliver to
 C&W an aggregate of 500,000 newly-issued, fully paid and non-assessable
 shares of Common Stock (the "Buyer Shares"), par value $0.01 per share, of
 Buyer, registered in the name of C&W or its designee or nominee, allocated
 as follows : 
  
                (a)  an aggregate of 200,000 shares of Common Stock of Buyer
 in consideration of the aforesaid sale, assignment, transfer and delivery
 of the CIBBV Shares 
  
                (b)  an aggregate of 300,000 shares of Common Stock of Buyer
 in consideration of the aforesaid assignment of the Loan Agreement. 

  
                                 ARTICLE II 
                                THE CLOSING 
  
           2.1.  Time and Place of Closing.  Subject to the terms and
 conditions of this Agreement, the consummation of the transaction contem-
 plated hereby (the "Closing") shall take place at the offices of Skadden,
 Arps, Slate, Meagher & Flom LLP, 919 Third Avenue, New York, New York
 10022-3897 on the third Business Day (as defined herein) after Buyer shall
 have delivered to C&W written notice that the conditions set forth in
 Section 6.2 hereof have been satisfied (the "Closing Date") or at such
 other time and place as shall be determined by mutual agreement of the
 parties. 
  
           2.2.  Deliveries by C&W.  At the Closing, C&W will deliver or
 cause to be delivered the following to Buyer: 
  
                (a) duly certified evidence, acceptable to Buyer, of one or
 more entries in the share registry of CIBBV evidencing the transfer of
 title to the CIBBV Shares to Buyer, together with any other documents that
 are necessary to transfer to Buyer good and marketable title to the CIBBV
 Shares; 
  
                (b) duly executed documentation, in form and substance
 reasonably acceptable to Buyer, evidencing the assignment of the benefit of
 the Loan Agreement to Buyer or its designee; 
  
                (c)  the Officer's Certificate referred to in Section 6.2(e)
 hereof; and 
  
                (d)  such other documents, instruments and writings as are
 reasonably required to be delivered by C&W at or prior to the Closing Date
 pursuant to this Agreement or otherwise reasonably required in connection
 herewith. 
  
           2.3.  Deliveries by Buyer.  At the Closing, Buyer will deliver
 the following to C&W: 
  
                (a)  one or more stock certificates, registered in the name
 of C&W or its nominee or designee, representing the Buyer Shares;  

  
                (b)  the Officer's Certificate referred to in Section 6.3(c)
 hereof; and 
  
                (c)  such other documents, instruments and writings as are
 reasonably required to be delivered by Buyer at or prior to the Closing
 Date pursuant to this Agreement or otherwise reasonably required in
 connection herewith. 

  
                                ARTICLE III 
                   REPRESENTATIONS AND WARRANTIES OF C&W 
  
      C&W represents and warrants to Buyer as follows: 
  
           3.1. Organization.   
  
                (a)  C&W is a public limited company duly organized and
 validly existing under the laws of England and has all requisite power to
 enter into this Agreement and to dispose of the CIBBV Shares in accordance
 with this Agreement and to perform the transactions contemplated hereby. 
  
                (b) CIBBV is a company duly organized and validly existing
 under the laws of The Netherlands.  C&W has heretofore delivered to Buyer
 complete and correct copies of the organizational documents of CIBBV as
 currently in effect. 
  
           3.2. Authority Relative to this Agreement.  C&W has full
 corporate power and authority to execute, deliver and perform its
 obligations under this Agreement and to consummate the transactions
 contemplated hereby.  The execution and delivery of this Agreement and the
 consummation of the transactions contemplated hereby have been duly and
 validly authorized by C&W, and no other corporate proceedings on the part
 of C&W are necessary to authorize this Agreement or to consummate the
 transactions contemplated hereby.  This Agreement has been duly and validly
 executed and delivered by C&W, and assuming that this Agreement constitutes
 a valid and binding agreement of Buyer, constitutes a valid and binding
 agreement of C&W, enforceable against C&W in accordance with its terms,
 except that such enforceability may be limited by applicable bankruptcy,
 insolvency, moratorium or other similar laws affecting or relating to
 enforcement of creditors' rights generally or general principles of equity. 
  
           3.3.  Title. 
  
                (a)  C&W directly owns the CIBBV Shares that are the subject
 of this Agreement free and clear of all pledges, security interests, liens,
 charges, encumbrances, claims, options or limitations affecting its ability
 to vote such shares or to transfer such shares to Buyer or to exercise any
 other rights appurtenant thereto.  The CIBBV Shares that are the subject of
 this Agreement are the only shares or other equity interests in, or
 agreements, contracts, instruments, arrangements or understandings enabling
 a party upon exercise or conversion to acquire shares or other equity
 interests in, CIBBV.  At the Closing, Buyer will acquire good title to the
 CIBBV Shares, free and clear of all pledges, security interests, liens,
 charges, encumbrances, claims, options or limitations of any nature
 whatsoever.  There is no subscription, option, warrant, call, right,
 agreement or understanding for the sale, delivery, assignment or transfer
 by C&W of the CIBBV Shares.  
  
                (b) Subject, in the case of the Belcel Shares, to the
 provisions of the charter of Belcel, CIBBV owns the Belcel Shares and the
 Baltic Operations Shares free and clear of all pledges, security interests,
 liens, charges, encumbrances, claims, options or limitations affecting its
 ability to vote such shares or to exercise any other rights appurtenant
 thereto.  
  
           3.4.  Consents and Approvals; No Violation.        
  
                (a)  Except as set forth in Schedule 3.4,  neither the
 execution and delivery of this Agreement by C&W, nor the sale by C&W of the
 CIBBV Shares pursuant to this Agreement, will (i) conflict with or result
 in any breach of any provision of the Articles of Incorporation or Bylaws,
 or similar charter documents, of C&W or Belcel or (ii) require any consent,
 approval, authorization or permit of, or filing with or notification to,
 any governmental or regulatory authority to be made or obtained by C&W or
 CIBBV. 
  
                (b)  Except as set forth in Schedule 3.4, C&W is not
 required to make or obtain any declaration, filing or registration with, or
 notice to, or authorization, consent or approval of any governmental or
 regulatory body or authority for the consummation by C&W of the
 transactions contemplated hereby. 
  
           3.5.  Financial Statements; Undisclosed Liabilities.   
  
                (a) C&W has previously furnished to Buyer copies of CIBBV's
 unaudited (i) balance sheets as of December 31, 1997 and (ii) related
 unaudited statements of income and retained earnings and changes in
 financial position of CIBBV for the fiscal year then ended.  To the
 knowledge of C&W, such financial report presents fairly the financial
 information purported to be set forth therein as of the dates, or for the
 periods, described therein, all in conformity with the accounting
 principles described therein.  Notwithstanding the foregoing, C&W is making
 no representation as to whether the receivables set out in the financial
 statements are or will be collectible. 
  
                (b)  Except as set forth in Schedule 3.5, to the knowledge
 of C&W, CIBBV has not incurred any material liability or obligation,
 secured or unsecured (whether absolute, accrued, contingent or otherwise,
 and whether due or to become due), of a nature required by generally
 accepted accounting principles to be reflected in a corporate balance sheet
 or disclosed in the notes thereto, which are not accrued or reserved
 against in the financial reports referred to in Section 3.5(a) hereof or
 disclosed in the notes thereto in accordance with generally accepted
 accounting principles whether at or after the date of the financial report
 referred to in Section 3.5(a) hereof, except those which were incurred in
 the ordinary course of business in line with past practice. 
  
           3.6.  Fees and Commissions.  No broker, finder or other person is
 entitled to any brokerage fees, commissions or finder's fees in connection
 with the transaction contemplated hereby by reason of any action taken by
 C&W.  C&W hereby covenants that it will pay to Buyer or otherwise
 discharge, and will indemnify and hold Buyer harmless from and against, any
 and all claims or liabilities for all brokerage fees, commissions and
 finder's fees (other than as described above) incurred by reason of any
 action taken by C&W. 

  
                                 ARTICLE IV 
                  REPRESENTATIONS AND WARRANTIES OF BUYER 
  
           Buyer represents and warrants to C&W as follows: 
  
           4.1.  Organization.  Buyer is a corporation duly organized,
 validly existing and in good standing under the laws of the State of
 Delaware.  Buyer has heretofore delivered to C&W complete and correct
 copies of its Certificate of Incorporation and Bylaws as currently in
 effect. 
  
           4.2.  Authority Relative to this Agreement.  Buyer has full power
 and authority to execute, deliver and perform all obligations under this
 Agreement and to consummate the transactions contemplated hereby.  The
 execution and delivery of this Agreement and the consummation of the
 transactions contemplated hereby have been duly and validly authorized by
 Buyer and no other proceedings on the part of Buyer are necessary to
 authorize this Agreement or to consummate the transactions contemplated
 hereby.  This Agreement has been duly and validly executed and delivered by
 Buyer, and assuming that this Agreement constitutes a valid and binding
 agreement of C&W, constitutes a valid and binding agreement of Buyer,
 enforceable against Buyer in accordance with its terms, except that such
 enforceability may be limited by applicable bankruptcy, insolvency,
 moratorium or other similar laws affecting or relating to enforcement of
 creditors' rights generally or general principles of equity. 
  
           4.3.  Buyer Shares.  The Buyer Shares, when issued in accordance
 with the terms and conditions of this Agreement, will be validly issued,
 fully paid and non-assessable shares of Common Stock of Buyer, free and
 clear of all pledges, security interests, liens, charges, encumbrances,
 claims, options or limitations affecting C&W's ability to vote such shares
 or to exercise any other rights appurtenant thereto 
  
           4.4.  Consents and Approvals; No Violation; Receipt of
 Information. 
  
                (a)  Except as set forth in Schedule 4.4, neither the
 execution and delivery of this Agreement by Buyer nor the purchase by Buyer
 of the CIBBV Shares pursuant to this Agreement will (i) conflict with or
 result in any breach of any provision of the organizational documents of
 Buyer, (ii) require any consent, approval, authorization or permit of, or
 filing with or notification to, any governmental or regulatory authority,
 or (iii) result in a default (or give rise to any right of termination,
 cancellation or acceleration) under any of the terms, conditions or
 provisions of any note, bond, mortgage, indenture, agreement, lease or
 other instrument or obligation to which Buyer or any of its subsidiaries
 are a party or by which any of their respective assets may be bound, except
 for such defaults (or rights of termination, cancellation or acceleration)
 as to which requisite waivers or consents have been obtained. 
  
                (b)  No declaration, filing or registration with, or notice
 to, or authorization, consent or approval of any governmental or regulatory
 body or authority is necessary for the consummation by Buyer of the
 transactions contemplated hereby. 
  
                (c)  Buyer or its counsel, accountants or other advisers
 have requested, received, reviewed and considered all information deemed
 relevant by them, including, without limitation, information regarding
 currency and taxation issues, in making the decision to enter into this
 Agreement and to acquire the CIBBV Shares on the terms and conditions set
 forth herein. 
  
           4.5.  Fees and Commissions.  No broker, finder or other person is
 entitled to any brokerage fees, commissions or finder's fees in connection
 with the transaction contemplated hereby by reason of any action taken by
 Buyer making such representation.  Buyer hereby covenants that it will pay
 to C&W or otherwise discharge, and will indemnify and hold C&W harmless
 from and against, any and all claims or liabilities for all brokerage fees,
 commissions and finder's fees (other than as described above) incurred by
 reason of any action taken by Buyer. 
  

                                 ARTICLE V 
                          COVENANTS OF THE PARTIES 
  
           5.1.  Conduct of Business of CIBBV.  Except as described in
 Schedule 5.1, during the period from the date of this Agreement to the
 Closing Date, C&W covenants that CIBBV will conduct its business and
 operations according to its ordinary and usual course of business
 consistent with past practice.  Without limiting the generality of the
 foregoing, and, except as contemplated in this Agreement or as described in
 Schedule 5.1, prior to the Closing Date, without the prior written consent
 of Buyer, C&W will not permit CIBBV to: 
  
                (a)  (i) create, incur or assume any amount of indebtedness
 for money borrowed, other than in the ordinary course of business in line
 with past practice, or (ii) assume, guarantee, endorse or otherwise become
 liable or responsible (whether directly, contingently or otherwise) for the
 obligations of any other person except in the ordinary course of business
 in line with past practice; provided, CIBBV may endorse negotiable
 instruments in the ordinary course of business and may enter into the
 proposed guarantee set forth on Schedule 3.5; 
  
                (b)  declare, set aside or pay any dividend or other
 distribution (whether in cash, stock or property or any combination
 thereof) in respect of its capital stock, or redeem or otherwise acquire
 any shares of its capital stock; 
  
                (c)  enter into any agreement, commitment or transaction
 (including without limitation any borrowing, capital expenditure or capital
 financing), except agreements, commitments or transactions in the ordinary
 course of business in line with past practice or as contemplated herein; or 
  
                (d)  enter into any contract, agreement, commitment or
 arrangement, whether written or oral, with respect to any of the
 transactions set forth in the foregoing paragraphs (a) through (c). 
  
           5.2.  Expenses.  Whether or not the transactions contemplated
 hereby are consummated, all costs and expenses incurred in connection with
 this Agreement and the transactions contemplated hereby shall be borne by
 the party incurring such costs and expenses. 
  
           5.3.  Further Assurances.   Subject to the terms and conditions
 of this Agreement, each of the parties hereto will use all reasonable
 efforts to take, or cause to be taken, all action, and to do, or cause to
 be done, all things reasonably necessary, proper or advisable under
 applicable laws and regulations to consummate and make effective the sale,
 assignment, transfer and delivery of the CIBBV Shares to Buyer and the
 issuance and delivery of the Buyer Shares to C&W pursuant to this
 Agreement.  From time to time after the date hereof, without further
 consideration, C&W will, at its own expense, execute and deliver such
 documents to Buyer as Buyer may reasonably request in order more
 effectively to vest in Buyer good title to the CIBBV Shares and to assign
 the benefit of the Loan Agreement (and any other liabilities to be assigned
 to Buyer or its designee pursuant to Section 5.9 hereof) to Buyer or its
 designee.  From time to time after the date hereof, without further
 consideration, Buyer will, at its own expense, execute and deliver such
 documents to C&W as C&W may reasonably request in order more effectively to
 consummate the issuance and delivery of the Buyer Shares pursuant to this
 Agreement. 
  
           5.4.  Public Statements.  The parties shall consult with each
 other prior to issuing any public announcement, statement or other
 disclosure with respect to this Agreement or the transactions contemplated
 hereby and shall not issue any such public announcement, statement or other
 disclosure prior to such consultation, unless legally compelled (by
 deposition, interrogatory, request for documents, subpoena, civil
 investigative demand or similar process, or by order of a court or tribunal
 of competent jurisdiction), or in order to comply with applicable rules or
 requirements of any stock exchange, government department or agency or
 other regulatory authority, or by requirements of any securities law or
 regulation or other legal requirement in circumstances where such
 consultation would not be practicable. 
  
           5.5.  Consents and Approvals.   
  
                (a) C&W and Buyer shall (i) promptly prepare and file all
 necessary documentation, (ii) effect all necessary applications, notices,
 petitions and filings and execute all agreements and documents, (iii) use
 all reasonable efforts to obtain all necessary permits, consents, approvals
 and authorizations of all governmental bodies and (iv) use all reasonable
 efforts to obtain all necessary permits, consents, approvals and
 authorizations of all other parties, in the case of C&W, as specified on
 Schedule 3.4 and, in the case of Buyer, as specified on Schedule 4.4
 (including without limitation any approval required from the shareholders
 of Buyer and the holders of the debt of the Buyer), together with any other
 approvals or consents identified by the parties after the signing of this
 Agreement as being required in order, respectively, for C&W to sell, and
 for Buyer to acquire, the CIBBV Shares, and, respectively, for Buyer to
 issue to C&W, and for C&W to acquire, the Buyer Shares.  Each of Buyer and
 C&W shall provide reasonable assistance to the other in order to obtain the
 consents and approvals referred to herein.  Each of C&W and Buyer shall
 have the right to review and be consulted in advance as to all
 characterizations of the information relating to the transactions
 contemplated by this Agreement which appear in any filing made in
 connection with the transactions contemplated hereby.  The parties hereto
 agree that they will consult with each other with respect to the obtaining
 of all such necessary permits, consents, approvals and authorizations of
 all third parties and governmental bodies. 
  
                (b) The parties hereto shall consult with each other prior
 to proposing or entering into any stipulation or agreement with any foreign
 or United States governmental authority or agency or any third party in
 connection with any foreign or United States governmental consents and
 approvals legally required for the consummation of the transactions
 contemplated hereby and shall not propose or enter into any such
 stipulation or agreement without the other party's prior written consent,
 which consent shall not be unreasonably withheld. 
  
           5.6.  Completion of Ancillary Agreements.  Subject to the terms
 and conditions of this Agreement, each party will use all reasonable
 efforts to take or cause to be taken, all action, and do or cause to be
 done all things reasonably necessary, proper or advisable to ensure the
 completion of, in the case of C&W, the Share Purchase Agreement, and in the
 case of Buyer, the Asset Exchange Agreement, dated the date hereof, between
 Buyer and News America (the "Asset Exchange Agreement") and the Directors
 Nomination Agreement, between Buyer and News America, each in the form as
 executed on the date hereof, and to perform all of their respective
 obligations thereunder. 
  
           5.7.  Supplements to Schedules.  C&W, on the one hand, and Buyer,
 on the other hand, shall have the right from time to time prior to the
 Closing to supplement or amend its Schedules with respect to any matter
 hereafter arising which if existing or known at the date of this Agreement
 would have been required to be set forth or described in such Schedules. 
 Any such supplemental or amended disclosure shall be deemed to have cured
 any breach of any representation or warranty made in this Agreement for
 purposes of this Agreement, but will not be deemed to have cured any such
 breach made in this Agreement and to have been disclosed as of the date of
 this Agreement for purposes of determining whether or not the conditions
 set forth in Article VI hereof have been satisfied. 
  
           5.8.  Hart-Scott-Rodino.  Buyer shall use its best efforts to
 assist News America Incorporated ("News America") in the prompt preparation
 and filing of the filing required to be made by News America under Title II
 of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
 (the "HSR Act"), with respect to the transactions contemplated by the share
 purchase agreement, dated as of the date hereof, between C&W and News
 America (the "Share Purchase Agreement"), and Buyer shall promptly, and in
 any event within five (5) Business Days (as defined herein) from the date
 of this Agreement, make the filing required to be made by Buyer under the
 HSR Act with respect to the transactions contemplated by the Share Purchase
 Agreement. 
  
           5.9.  Termination of Intercompany Agreements; Settlement of
 Liabilities. At the Closing Date, the benefit of the Loan Agreement shall
 be assigned to Buyer or its designee pursuant to the terms of this
 Agreement.  In addition, at or prior to the Closing Date, all intercompany
 agreements relating to loans or other indebtedness for money borrowed
 (including, for the avoidance of doubt, on a "current account" basis),
 between C&W or its subsidiaries or affiliates controlled by C&W (other than
 the CIBBV Group), on the one hand, and and CIBBV, Belcel or Baltic
 Operations, on the other hand, other than the Loan Agreement, shall have
 either been terminated or assigned to Buyer or its designee, in either case
 without any residual liability on the part of CIBBV, Belcel or Baltic
 Operations thereunder to C&W or any of its subsidiaries or affiliates
 controlled by C&W outside of the CIBBV Group as of the Closing Date, and
 vice versa.  For the avoidance of doubt, this provision does not apply to
 any amounts that might be required to be paid by Belcel to any of C&W's
 subsidiaries or affiliates controlled by C&W in relation to lines leased
 through the Ministry of Transport of Belarus, Beltelekom or the Republican
 Exchange. 
  
           5.10.  Maintenance of Guarantee.  Following completion of the
 transactions contemplated hereby, C&W shall maintain, in full force and
 effect, its corporate guarantee (the "Guarantee") in relation to the
 obligations of Belcel under the Loan Agreement, dated February 21, 1995,
 between Belcel and Nordbanken until the earlier of  the expiration of its
 obligations under the Loan Agreement or until another guarantee is put in
 place, provided that in no event shall C&W be required to increase or
 extend its liabilities under the existing form of the Guarantee.  To the
 extent that C&W is called to perform its obligations under the Guarantee in
 full or in part, Buyer shall indemnify C&W for the full amount actually
 paid by C&W under the Guarantee.  In addition, Buyer shall not, and shall
 ensure that Belcel does not, make further drawdowns under such Loan
 Agreement and shall use best efforts to put a substitute guarantee in
 place. 
  
           5.11.  Secondment.  C&W shall use its best efforts to second
 Richard Rogerson and Ian Reidy to Buyer under the terms of the existing
 Agreement for the Provision of Support Services, dated November 27, 1996,
 between C&W and Buyer, at cost plus 7.2%, for a period of six months from
 the Closing Date. 

  
                                 ARTICLE VI 
                             CLOSING CONDITIONS 
  
           6.1.  Conditions to Each Party's Obligations to Effect the
 Transactions Contemplated Hereby.  The respective obligations of each party
 to effect the transactions contemplated hereby shall be subject to the
 fulfillment at or prior to the Closing Date of the following conditions: 
  
                (a)  No preliminary or permanent injunction or other order
 or decree by any federal, state, local or foreign court which prevents the
 consummation of the transactions contemplated hereby shall have been issued
 and remain in effect (each party agreeing to use its reasonable best
 efforts to have any such injunction, order or decree lifted) and no
 statute, rule or regulation shall have been enacted by any federal, state,
 local, or foreign government or governmental agency which prohibits the
 consummation of the transactions contemplated hereby; 
  
                (b)  All foreign and United States federal, state and local
 government consents and approvals required for the consummation of the
 transactions contemplated hereby shall have become Final Orders (a "Final
 Order" means a final order after all opportunities for rehearing are
 exhausted (whether or not any appeal thereof is pending)) and shall not be
 subject to terms and conditions; and- 
  
                (c)  All approvals and consents specified on Schedules 3.4
 and 4.4 hereto, together with any necessary approvals or consents
 identified by the parties hereto following the date of this Agreement as
 being required in order for C&W to sell, and for Buyer to acquire, the
 CIBBV Shares, and for Buyer to issue to C&W, and for C&W to acquire, the
 Buyer Shares shall have been obtained. 
  
           6.2.  Conditions to Obligations of Buyer.  The obligation of
 Buyer to effect the transactions contemplated by this Agreement shall be
 subject to the fulfillment at or prior to the Closing Date of the following
 additional conditions: 
  
                (a)  C&W shall have performed and complied with in all
 material respects the covenants and agreements contained in this Agreement
 required to be performed and complied with by it at or prior to the Closing
 Date, and the representations and warranties of C&W set forth in this
 Agreement, giving effect to the amendment or supplement of any schedule
 pursuant to Section 5.6 hereof, shall be true and correct in all material
 respects as of the date of this Agreement and as of the Closing Date as
 though made at and as of the Closing Date; 
  
                (b) the transactions contemplated hereby shall have been
 approved by all necessary corporate actions by CIBBV; 
  
                (c)  the conditions to the closing of the Share Purchase
 Agreement (other than the issuance of the Buyer Shares to C&W pursuant to
 this Agreement) shall have been met, and C&W and News America shall be
 prepared to close the transactions contemplated by the Share Purchase
 Agreement immediately after the closing of the transactions contemplated
 hereby; 
  
                (d)  Buyer shall have received duly certified evidence,
 acceptable to Buyer, of one or more entries in the share registry of CIBBV
 evidencing the transfer of title to the CIBBV Shares to Buyer, together
 with any other documents that are necessary to transfer to Buyer good and
 marketable title to the CIBBV Shares; and 
  
                (e)  Buyer shall have received a certificate from an
 authorized officer of C&W, dated the Closing Date, to the effect that to
 the officer's knowledge, the conditions set forth in Section 6.2(a) and (b)
 have been satisfied. 
  
           6.3.  Conditions to Obligations of C&W.  The obligations of C&W
 to effect the transaction contemplated by this Agreement shall be subject
 to the fulfillment at or prior to the Closing Date of the following
 additional conditions: 
  
                (a)  one or more stock certificates representing the Buyer
 Shares shall have been delivered to C&W or its nominee or designee; 
  
                (b)  Buyer shall have performed and complied with in all
 material respects the covenants and agreements contained in this Agreement
 required to be performed and complied with by it at or prior to the Closing
 Date, and the representations and warranties of Buyer set forth in this
 Agreement, giving effect to the amendment or supplement of any schedule
 pursuant to Section 5.6 hereof, shall be true and correct in all material
 respects as of the date of this Agreement and as of the Closing Date as
 though made at and as of the Closing Date; and 
  
                (c)  C&W shall have received a certificate from an
 authorized officer of Buyer, dated the Closing Date, to the effect that to
 the officer's knowledge, the conditions set forth in Section 6.3(b) have
 been satisfied. 

  
                                ARTICLE VII 
                        TERMINATION AND ABANDONMENT 
  
           7.1.  Termination. 
  
                (a)  This Agreement may be terminated at any time prior to
 the Closing Date, by mutual written consent of Buyer and C&W. 
  
                (b)  This Agreement may be terminated by Buyer, on the one
 hand, or C&W, on the other hand, if the transactions contemplated hereby
 shall not have been consummated on or before June 30, 1998; provided,
 however, that the right to terminate this Agreement pursuant to this
 Section 7.1(b) shall not be available to any party whose failure to perform
 any of its covenants or obligations under this Agreement has been the cause
 of or resulting in the failure of the transactions contemplated by this
 Agreement to occur on or prior to the aforesaid date. 
  
                (c)  This Agreement may be terminated by either Buyer, on
 the one hand, or C&W, on the other hand, if (i) any governmental or
 regulatory body, the consent of which is a condition to the obligations of
 C&W and Buyer to consummate the transactions contemplated hereby, shall
 have determined not to grant its consent and all appeals of such
 determination shall have been taken and have been unsuccessful, or (ii) any
 court of competent jurisdiction shall have issued an order, judgment or
 decree permanently restraining, enjoining or otherwise prohibiting the
 transactions contemplated hereby and such order, judgment or decree shall
 have become final and nonappealable. 
  
                (d)  This Agreement may be terminated by Buyer, on the one
 hand, or C&W, on the other hand, if there has been a material violation or
 breach of any agreement, representation or warranty contained in this
 Agreement which violation or breach has not been waived by the non-
 breaching party or otherwise rectified.  Without limiting the generality of
 the foregoing, the failure by Buyer to file the HSR filing to be made by
 Buyer, as set forth in Section 5.8 and within the time period set forth in
 Section 5.8, shall constitute a material breach of this Agreement by Buyer. 
  
           7.2.  Procedure and Effect of Termination.  In the event of
 termination of this Agreement and abandonment of the transactions
 contemplated hereby by either or both of the parties pursuant to Section
 7.1, written notice thereof shall forthwith be given by the terminating
 party to the other party and this Agreement shall terminate and the
 transactions contemplated hereby shall be abandoned, without further action
 by any of the parties hereto, without prejudice to any claims of a party to
 this Agreement arising prior to the date of such termination out of any
 breach of any agreement, representation or warranty contained in this
 Agreement and Article VIII shall continue in respect of such claims.  In
 addition, the obligations of the parties hereto under Section 5.4 and
 Article IX shall survive termination of this Agreement.  If this Agreement
 is terminated as provided herein all filings, applications and other
 submissions made pursuant to this Agreement, to the extent practicable,
 shall be withdrawn from the agency or other person to which they were made. 

  
                                ARTICLE VIII 
                SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION 
  
           8.1. Survival of Representations.  All representations and
 warranties of the parties, being those in Articles III and IV, including
 the schedules thereto, shall survive the Closing until one (1) year after
 the Closing. 
  
           8.2.  C&W's Indemnification of Buyer.  Subject to the conditions
 of this Article VIII, C&W hereby agrees that it shall indemnify, defend and
 hold harmless Buyer and any parent, subsidiary and affiliate of Buyer
 (collectively, the "Buyer Group") from and against all demands, claims,
 actions or causes of action, assessments, losses, damages, liabilities,
 costs and expenses, including, without limitation, interest, penalties and
 reasonable attorneys' fees and expenses (collectively, "Damages"), asserted
 against, resulting to, imposed upon or incurred by any of the Buyer Group,
 directly or indirectly, arising out of or resulting from a breach of any
 representation, warranty or agreement of C&W contained in or made pursuant
 to this Agreement or any facts or circumstances constituting such a breach
 (collectively, "Buyer's Indemnifiable Claims"); provided, however, that the
 indemnification obligation of C&W with respect to any breach of any of the
 representations or warranties made by C&W in this Agreement shall arise
 only in the event that C&W had knowledge of such breach on or before the
 Closing. For purposes of this Agreement, "knowledge" of C&W shall mean the
 knowledge of Roger Mortimer, Joseph Lyon and John Macpherson (collectively,
 the "Designated Persons").  C&W represents and warrants that the Designated
 Persons are the only current management personnel of C&W or CIBBV who have
 substantial executive, management or financial responsibilities for CIBBV
 who would be reasonably likely to be aware of facts or circumstances that
 could cause a representation or warranty made by C&W in this Agreement to
 be false in any material respect. 
  
           8.3.  Buyer's Indemnification of C&W.  Subject to the conditions
 of this Article VIII, Buyer hereby agrees that it shall indemnify, defend
 and hold harmless C&W and any parent, subsidiary and affiliate of C&W
 (collectively, the "C&W Group") from and against all Damages asserted
 against, resulting to, imposed upon or incurred by any of the C&W Group,
 directly or indirectly, arising out of or resulting from a breach of any
 representation, warranty or agreement of Buyer contained in or made
 pursuant to this Agreement or any facts or circumstances constituting such
 a breach ("C&W Indemnifiable Claims"; C&W's Indemnifiable Claims and
 Buyer's Indemnifiable Claims are collectively referred to herein as the
 "Indemnifiable Claims"); provided, however, that the indemnification
 obligation of Buyer with respect to any breach of any of the
 representations or warranties made by Buyer in this Agreement shall arise
 only in the event that Buyer had knowledge of such breach on or before the
 Closing.  For purposes of this Agreement "knowledge" of Buyer shall mean
 actual knowledge on the part of any member of management of Buyer or actual
 knowledge of such circumstances that would lead a person not negligent to
 investigate and, more likely than not, obtain actual knowledge. 
  
           8.4.  Conditions of Indemnification.  The obligations and
 liabilities of C&W under Section 8.2 or Buyer under Section 8.3,
 respectively, with respect to Indemnifiable Claims resulting from the
 assertion of liability by third parties shall be subject to the following
 terms and conditions: 
  
                (a) The member of the C&W Group or the Buyer Group, as the
 case may be, asserting the existence of an Indemnifiable Claim (the
 "Indemnified Party") will give notice of any such Indemnifiable Claim to
 the party from whom Indemnification is sought (the "Indemnifying Party"),
 and the Indemnifying Party shall undertake the defense thereof by
 representation of their choosing, and will consult with the Indemnified
 Party concerning such defense during the course thereof. 
  
                (b)  In the event that the Indemnifying Party within a
 reasonable time after notice of any Indemnifiable Claim, fails to defend,
 the Indemnified Party against which such Indemnifiable Claim has been
 asserted will (upon further notice to the Indemnifying Party) have the
 right to undertake the defense, compromise or settlement of such
 Indemnifiable Claim on behalf of and for the account and risk of the
 Indemnifying Party. 
  
                (c)  Anything in this Section 8.4 to the contrary
 notwithstanding, (i) if there is a reasonable probability that an
 Indemnifiable Claim may materially and adversely affect the Indemnified
 Party other than as a result of money damages or other money payments (for
 example, as a result of injunctive or other equitable relief), the
 Indemnified Party shall have the right to defend, compromise or settle such
 Indemnifiable Claim, provided that the Indemnifying Party will not be bound
 by any determination concerning any Indemnifiable Claim so defended or any
 compromise or settlement effected without the consent of the Indemnifying
 Party, such consent not to be unreasonably withheld, and (ii) the
 Indemnifying Party not shall not, without the Indemnified Party's written
 consent, settle or compromise any Indemnifiable Claim or consent to entry
 of any judgment in respect thereof, unless (A) the Indemnifying Party
 delivers to the Indemnified Party in advance its written agreement
 satisfactory to the Indemnified Party which provides that amounts paid and
 incurred or to be incurred by the Indemnified Party in connection with such
 Indemnifiable Claim shall be repaid promptly by the Indemnifying Party to
 the Indemnified Party (subject to the limitations of this Article VIII),
 and (B) such settlement, compromise or consent includes as an unconditional
 term thereof the giving by the claimant or the plaintiff to the Indemnified
 Party, as the case may be, a release from all liability in respect to such
 Indemnifiable Claim. 
  
           8.5.  Cushion.  The provisions for indemnity contained in Section
 8.2 and Section 8.3 hereof shall only be effective with respect to an
 Indemnifiable Claim (or, if more than one Indemnifiable Claim is asserted,
 with respect to all Indemnifiable Claims) to the extent the amount (or
 aggregate amount, in the case of more than one Indemnifiable Claim) of
 damages sustained in connection therewith exceeds Three Hundred Thousand
 dollars (USD$300,000), but to the extent that the amount or amounts of
 damages in respect of Indemnifiable Claims exceeds $300,000, the indemnity
 provisions hereunder shall apply to all such damages, without regard to the
 $300,000 limit; provided, however, that no cushion shall apply under this
 Agreement to the indemnification by Buyer of C&W pursuant to Section 5.10
 hereof. 
  
           8.6.  Limitation of Liability.  Anything in this Agreement to the
 contrary notwithstanding, the liability of either party in respect of any
 breach of any representation, warranty or agreement under this Agreement
 shall be limited to claims as to which written notice shall have been given
 to the Indemnifying Party on or prior to the first anniversary date of the
 Closing Date, whether or not the Indemnified Party has actually settled or
 incurred any expense with respect to such Damages.  Furthermore, anything
 in this Agreement to the contrary notwithstanding, (a) the liability of C&W
 pursuant to this Agreement shall be limited to the aggregate market value
 on the Closing Date of the Buyer Shares received by C&W (calculated based
 on the last sale price of the Common Stock of Buyer on The Nasdaq Stock
 Market on the Closing Date (the "Market Value")), as reduced by any amounts
 actually paid or required to be paid by C&W in respect of all liabilities
 of C&W arising out of the transactions contemplated under the Share
 Purchase Agreement,whether under Article VIII of such Agreement or
 otherwise, and (b) the liability of Buyer pursuant to this Agreement shall
 be limited to twenty-five percent (25%) of the Market Value of the Buyer
 Shares; provided, however, that, such cap on the liability of Buyer shall
 not apply to the indemnification by Buyer of C&W pursuant to Section 5.10
 hereof. 
  
           8.7.  Remedies Cumulative.  The remedies provided herein shall be
 cumulative and shall not preclude the assertion by Buyer of any other
 rights or the seeking of any other remedies against the other party, as the
 case may be; provided, however, all claims under this Agreement shall be
 governed by this Article VIII and provided further that the cushion
 provided in Section 8.6 hereof and the limitation of liability provided in
 Section 8.7 hereof shall also apply to all liabilities arising out of the
 transactions contemplated hereby but grounded in a legal or equitable
 theory other than a breach of representation, warranty or agreement set
 forth in this Agreement. 

       
                                 ARTICLE IX 
                          MISCELLANEOUS PROVISIONS 
  
           9.1.  Amendment and Modification.  Subject to applicable law,
 this Agreement may be amended, modified or supplemented only by written
 agreement signed by all of the parties hereto. 
  
           9.2.  Waiver of Compliance; Consents.  Except as otherwise
 provided in this Agreement, any failure of any of the parties to comply
 with any obligation, covenant, agreement or condition herein may be waived
 by the party entitled to the benefits thereof only by a written instrument
 signed by the party granting such waiver, but such waiver shall not operate
 as a waiver of, or estoppel with respect to, any subsequent or other
 failure. 
  
           9.3.  Notices.  All notices and other communications hereunder
 shall be in writing and shall be deemed effectively given upon personal
 delivery to the party to be notified, on the next Business Day after
 delivery to an internationally recognized overnight courier service, upon
 confirmation of a facsimile transmission, or five days after deposit with
 the United States Post Office or the Royal Mail, by registered or certified
 mail (return receipt requested), postage prepaid, to the parties at the
 following addresses (or at such other address for a party as shall be
 specified by like notice; provided that notices of a change of address
 shall be effective only upon receipt thereof): 
 If to C&W, to: 
  
 Cable and Wireless plc 
 124 Theobalds Road 
 London WC1X 8RX 
 United Kingdom 
 Facsimile:  (44) 171 315 5051 
 Attention: Company Secretary 
  
 (with a copy to: 
 Cleary, Gottlieb, Steen & Hamilton 
 Level 5, City Place House 
 55 Basinghall Street 
 London EC2V 5EH 
 United Kingdom 
 Facsimile: (44) 171-600-1698 
 Attention: Edward F. Greene) 
  

 If to Buyer, to: 
  
 PLD Telekom Inc. 
 680 Fifth Avenue 
 24th Floor 
 New York, New York  10019 
 Facsimile: (212) 262-8870 
 Attention:  James Hatt 
  

      In the case of notices given to C&W or Buyer, a copy thereof shall
 simultaneously be given to News America at: 
  
 News America Incorporated 
 1211 Avenue of the Americas 
 New York, New York   10036 
 Facsimile:  (212) 768-2029 
 Attention:  General Counsel 
  
 (with a copy to: 
  
 Skadden, Arps, Slate, Meagher & Flom LLP 
 919 Third Avenue 
 New York, New York   10022 
 Facsimile: (212) 735-2000   
 Attention:  Alan G. Straus, Esq.) 
  
           9.4.  Assignment.  This Agreement and all of the provisions
 hereof shall be binding upon and inure to the benefit of the parties hereto
 and their respective successors and permitted assigns, but neither this
 Agreement nor any of the rights, interests or obligations hereunder shall
 be assigned by any party hereto, including by operation of law without the
 prior written consent of the other party, nor is this Agreement intended to
 confer upon any other person except the parties hereto any rights or
 remedies hereunder. 
  
           9.5.  Confidentiality.  Each of the Parties hereto will hold, and
 will use its reasonable, good faith efforts to cause its respective
 shareholders, partners, members, directors, officers, employees,
 accountants, counsel, consultants, agents and financial or other advisors
 (collectively "Agents") to hold, in confidence all information (whether
 oral or written), including this Agreement and the documents contemplated
 herein, concerning the transactions contemplated by this Agreement
 furnished to such Party by or on behalf of any other Party in connection
 with such transactions, unless legally compelled (by deposition,
 interrogatory, request for documents, subpoena, civil investigative demand
 or similar process, or by order of a court or tribunal of competent
 jurisdiction), or in order to comply with applicable rules or requirements
 of any stock exchange, government department or agency or other regulatory
 authority, or by requirements of any securities law or regulation or other
 legal requirement to disclose any such information or documents, and except
 to the extent that such information or documents can be shown to have been
 (a) previously known on a nonconfidential basis by such Party, (b) in the
 public domain through no fault of such Party or (c) acquired by such Party
 on a nonconfidential basis from sources not known by such Party to be bound
 by any obligation of confidentiality in relation thereto.  Notwithstanding
 the foregoing provisions of this Section 9.5, each Party may disclose such
 information to its Agents in connection with the transactions contemplated
 by this Agreement so long as such Agents are informed by such Party of the
 confidential nature of such information and are required by such Party to
 treat such information confidentially, and to certain governmental agencies
 in connection with the procurement of the governmental authorizations
 contemplated by this Agreement.  The obligation of each Party to hold any
 such information in confidence shall be satisfied if such Party exercises
 the same care with respect to such information as it would take to preserve
 the confidentiality of its own similar information.  If this Agreement is
 terminated, each Party will, and will use its reasonable, good faith
 efforts to cause its respective Agents to, destroy or deliver to the other
 Party, upon request, all documents and other materials, and all copies
 thereof, obtained by such Party or on its behalf from the other Party
 hereto in connection with this Agreement that are subject to such
 confidence. 
  
           9.6.  Governing Law.  This Agreement shall be governed by and
 construed in accordance with the laws of the State of New York (regardless
 of the laws that might otherwise govern under applicable New York
 principles of conflicts of law) as to all matters, including but not
 limited to matters of validity, construction, effect, performance and
 remedies. 
  
           9.7.  Counterparts.  This Agreement may be executed in two or
 more counterparts, each of which shall be deemed an original, but all of
 which together shall constitute one and the same instrument. 
  
           9.8.  Interpretation.  The article and section headings contained
 in this Agreement are solely for the purpose of reference, are not part of
 the agreement of the parties and shall not in any way affect the meaning or
 interpretation of this Agreement.  As used in this Agreement, (a) the term
 "person" shall mean and include an individual, a partnership, a joint
 venture, a corporation, a trust, an unincorporated organization and a
 governmental entity or any department or agency thereof, (b) the term
 "subsidiary" when used in reference to any other person shall mean any
 corporation of which outstanding securities having ordinary voting power to
 elect a majority of the Board of Directors of such corporation are owned
 directly or indirectly by such other person, (c) the terms "affiliate" and
 "parent" shall have the meanings set forth in Rule 12b-2 of the Exchange
 Act and (d) the term "Business Day" shall mean any day other than a
 Saturday, Sunday or other day on which banks in the State of New York are
 authorized or required to be closed.. 
  
           9.9.  Entire Agreement.  Subject to the proviso in the final
 sentence of this Section, this Agreement, including the documents,
 schedules and certificates referred to herein, embody the entire agreement
 and understanding of the parties hereto in respect of the transactions
 contemplated by this Agreement.  There are no restrictions, promises,
 representations, warranties, covenants or undertakings, other than those
 expressly set forth or referred to herein or therein.  This Agreement
 supersedes all prior agreements and understandings between the parties with
 respect to such transactions; provided, that, notwithstanding the
 foregoing, the Confidentiality and Non-Disclosure Agreement, dated
 September 6, 1996, between the parties hereto shall survive, in full force
 and effect, the execution and delivery of this Agreement. 

  
           IN WITNESS WHEREOF, C&W and Buyer have caused this agreement to
 be signed by their respective duly authorized officers as of the date first
 above written. 


                                  PLD TELEKOM INC. 
  
                                  By:  /s/  JAMES R.S. HATT
                                      -------------------------------
                                      Name:  JAMES R.S. HATT
                                      Title:  DIRECTOR 
  
                                  CABLE AND WIRELESS PLC 
  
                                  By:  /s/  R. F. MORTIMER
                                      -------------------------------
                                      Name:  R. F. MORTIMER 
                                      Title:  DIRECTOR, GLOBAL 
                                                BUSINESS







                                                             Exhibit 3



                          ASSET EXCHANGE AGREEMENT
  
                                  between
  
                         NEWS AMERICA INCORPORATED
  
                                    and
  
                              PLD TELEKOM INC.
  
  
  
                            Dated April 19, 1998
  
  



                             TABLE OF CONTENTS 
  
                                                                         Page 
                                  ARTICLE I
 EXCHANGE OF STOCK
 1.1.  Exchange of Holdings Shares . . . . . . . . . . . . . . . . . . .   3

                                 ARTICLE II
 THE CLOSING
 2.1.  Time and Place of Closing . . . . . . . . . . . . . . . . . . . .   3
 2.2.  Deliveries by News America. . . . . . . . . . . . . . . . . . . .   3
 2.3.  Deliveries by PLD . . . . . . . . . . . . . . . . . . . . . . . .   4

                                 ARTICLE III
 REPRESENTATIONS AND WARRANTIES OF PLD
 3.1.  Organization; Qualification . . . . . . . . . . . . . . . . . . .   4
 3.2.  Capitalization of PLD and PeterStar . . . . . . . . . . . . . . .   5
 3.3.  Authority Relative to this Agreement  . . . . . . . . . . . . . .   5
 3.4.  Consents and Approvals; No Violation  . . . . . . . . . . . . . .   6
 3.5.  Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
 3.6.  Financial Statements  . . . . . . . . . . . . . . . . . . . . . .   7
 3.7.  Undisclosed Liabilities . . . . . . . . . . . . . . . . . . . . .   7
 3.8.  Absence of Certain Changes or Events  . . . . . . . . . . . . . .   7
 3.9.  Certain Disclosure Matters. . . . . . . . . . . . . . . . . . . .   9
 3.10. Legal Proceedings, etc. . . . . . . . . . . . . . . . . . . . . .   9
 3.11. Permits . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

                                 ARTICLE IV
 REPRESENTATIONS AND WARRANTIES OF NEWS AMERICA
 4.1.  Organization.   . . . . . . . . . . . . . . . . . . . . . . . . .  10
 4.2.  Authority Relative to this Agreement.   . . . . . . . . . . . . .  10
 4.3. Consents and Approvals; No Violation . . . . . . . . . . . . . . .  11
 4.4.  Fees and Commissions. . . . . . . . . . . . . . . . . . . . . . .  11
 4.5.  Title.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
 4.6.  Investment Intent; Private Placement. . . . . . . . . . . . . . .  12

                                  ARTICLE V
 COVENANTS OF THE PARTIES
 5.1.  Conduct of Business of PLD and PeterStar. . . . . . . . . . . . .  12
 5.2.  Access to Information . . . . . . . . . . . . . . . . . . . . . .  13
 5.3.  Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
 5.4.  Further Assurances  . . . . . . . . . . . . . . . . . . . . . . .  14
 5.5.  Public Statements . . . . . . . . . . . . . . . . . . . . . . . .  15
 5.6.  Consents and Approvals. . . . . . . . . . . . . . . . . . . . . .  15
 5.7.  Supplements to Schedules. . . . . . . . . . . . . . . . . . . . .  16
 5.8.  Completion of Ancillary Agreements.
 . . . . . . . . . . . . . . .  16

                                 ARTICLE VI
 CLOSING CONDITIONS
 6.1.  Conditions to Each Party's Obligations to Effect the
         Transactions Contemplated Hereby .  . . . . . . . . . . . . . .  16
 6.2.  Conditions to Obligations of News America.  . . . . . . . . . . .  17
 6.3.  Conditions to Obligations of PLD  . . . . . . . . . . . . . . . .  19

                                 ARTICLE VII
 REGISTRATION RIGHTS
 7.1.  Registration on Request.  . . . . . . . . . . . . . . . . . . . .  20
 7.2.  Incidental Registration . . . . . . . . . . . . . . . . . . . . .  22
 7.3.  Registration Procedures . . . . . . . . . . . . . . . . . . . . .  24
 7.4.  Provision of Information; Transfer of Shares After
         Registration  . . . . . . . . . . . . . . . . . . . . . . . . .  28
 7.5.  Indemnification . . . . . . . . . . . . . . . . . . . . . . . . .  28
 7.6.  Transfer of Registration Rights . . . . . . . . . . . . . . . . .  30

                                ARTICLE VIII
 TERMINATION AND ABANDONMENT
 8.1.  Termination . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
 8.2.  Procedure and Effect of Termination . . . . . . . . . . . . . . .  31

                                 ARTICLE IX
 SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION
 9.1.  Survival of Representations.  . . . . . . . . . . . . . . . . . .  31
 9.2.  Statements as Representations.  . . . . . . . . . . . . . . . . .  31
 9.3.  PLD's Indemnification of News America.  . . . . . . . . . . . . .  31
 9.4.  News America's Indemnification of PLD.  . . . . . . . . . . . . .  32
 9.5.  Conditions of Indemnification.  . . . . . . . . . . . . . . . . .  32
 9.6.  Cushion.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
 9.7.  Limitation of Liability.  . . . . . . . . . . . . . . . . . . . .  33
 9.8.  Remedies Cumulative.  . . . . . . . . . . . . . . . . . . . . . .  34
 9.9.  Assignment of Certain Representations, Warranties and
         Indemnification Obligations . . . . . . . . . . . . . . . . . .  34

                                  ARTICLE X
 MISCELLANEOUS PROVISIONS
 10.1.  Amendment and Modification.  . . . . . . . . . . . . . . . . . .  35
 10.2.  Waiver of Compliance; Consents . . . . . . . . . . . . . . . . .  35
 10.3.  Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
 10.4.  Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
 10.5.  Confidentiality  . . . . . . . . . . . . . . . . . . . . . . . .  36
 10.6.  Governing Law  . . . . . . . . . . . . . . . . . . . . . . . . .  37
 10.7.  Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . .  37
 10.8.  Interpretation . . . . . . . . . . . . . . . . . . . . . . . . .  37
 10.9.  Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . .  38
  
  



                          ASSET EXCHANGE AGREEMENT 
  
           ASSET EXCHANGE AGREEMENT (this "Agreement"), dated April 19,
 1998, by and between: 
  
           NEWS AMERICA INCORPORATED, a corporation organized under the laws
 of the State of Delaware ("News America"), with an address at 1211 Avenue
 of the Americas, New York, New York 10036, and 
  
           PLD TELEKOM INC., a corporation organized under the laws of
 Delaware ("PLD"), with an address at 680 Fifth Avenue, New York, New York
 10019. 
  
                            W I T N E S S E T H: 
  
           WHEREAS, PLD is a provider of local, long distance and
 international telecommunications services in the Russian Federation and
 Kazakstan; and 
  
           WHEREAS, News America and Cable and Wireless Plc, a company
 registered under the laws of England under the number 238525 ("C&W"), are
 substantially simultaneously with the execution and delivery of this
 Agreement entering into that certain Stock Purchase Agreement (the "Stock
 Purchase Agreement"), pursuant to which News America will purchase from (a)
 Navona Communications Corporation Ltd. (a wholly owned subsidiary of C&W),
 a corporation organized under the laws of Bermuda ("Navona"), (i)
 10,555,739 shares of common stock, par value $.01 per share ("PLD Common
 Stock"), of PLD, constituting as at April 16, 1998 approximately 31.21% of
 the presently issued and outstanding capital stock of PLD (the "PLD
 Shares"), and (ii) 12,000 shares of common stock, par value USD$1.00 per
 share, of PLD Holdings Ltd., a limited liability company organized under
 the laws of Bermuda ("Holdings"), constituting 100% of the issued and
 outstanding capital stock of Holdings (the "Holdings Shares"), which is the
 owner of eleven percent (11%) of the outstanding common equity interests in
 PeterStar Company Limited, a closed joint stock company organized under the
 laws of the Russian Federation ("PeterStar") and (b) C&W, a warrant dated
 June 28, 1995, conferring on C&W the right to purchase up to 250,000 shares
 (subject to adjustment on the occurrence of certain events) of PLD Common
 Stock at an exercise price of 11.3125 Canadian dollars per share, expiring
 on June 22, 1999 a copy of which is attached hereto as Exhibit A (the "PLD
 Warrant"; the PLD Warrant and the PLD Shares are collectively referred to
 herein as the "PLD Interest") and  
  
           WHEREAS, PLD deems it to be advisable and in the best interests
 of PLD and its shareholders to facilitate the acquisition of the PLD
 Interest and the Holdings Shares by News America; and 
  
           WHEREAS, News America has advised PLD and C&W that it does not
 wish to hold the Holdings Shares and that it is not willing to consummate
 the acquisition of the PLD Interest and the Holdings Shares unless it can
 substantially simultaneously therewith exchange the Holdings Shares with
 PLD for additional shares of PLD Common Stock; and 
  
           WHEREAS, PLD deems it advisable and in the best interests of PLD 
 and its shareholders to acquire the Holdings Shares in exchange for shares
 of PLD Common Stock; and 
  
           WHEREAS, PLD presently owns sixty percent (60%) of the equity
 interest in PeterStar; and 
  
           WHEREAS, immediately prior to the consummation of the transaction
 contemplated hereby, PLD shall have acquired, pursuant to a Share Purchase
 Agreement between PLD and C&W (the "CIBBV Purchase Agreement"), 100 shares
 of common stock, par value 400 Netherlands Guilders per share, of
 CommStruct International Byelorussia BV, a closed limited liability company
 organized under the laws of The Netherlands ("CIBBV"), constituting 100% of
 the issued and outstanding capital stock (the "CIBBV Shares") of CIBBV,
 which is the owner of fifty percent (50%) of the outstanding common equity
 interests in Belarus-Netherlands Belcel Joint Venture ("Belcel") and one
 hundred percent (100%) of the outstanding common equity interests in Baltic
 Operations Ltd. - Latvia, from C&W in exchange for 200,000 shares of PLD
 Common Stock plus 300,000 shares of PLD Common Stock in consideration for
 the assignment of certain liabilities of CIBBV to PLD or its designee; and 
  
           NOW, THEREFORE, in consideration of the premises and the mutual
 covenants and agreements hereinafter set forth, the parties, intending to
 be legally bound, hereby agree as follows: 

  
                                 ARTICLE I 
                             EXCHANGE OF STOCK 
  
           1.1.  Exchange of Holdings Shares. 
  
                (a)  On the Closing Date and substantially simultaneously
 with, and subject to, the purchase of the Holdings Shares by News America
 as described in the Stock Purchase Agreement, News America agrees to sell,
 assign, transfer and deliver to PLD, and PLD agrees to purchase and acquire
 from News America, all of News America's right, title and interest to the
 Holdings Shares. 
  
                (b)  On the Closing Date and against delivery of the
 Holdings Shares as set forth above, PLD will issue and deliver to News
 America 3,705,631 newly-issued, fully paid and nonassessable shares of PLD
 Common Stock (the "New PLD Shares"), registered in the name of News America
 or its designee or nominee. 

  
                                 ARTICLE II 
                                THE CLOSING 
  
           2.1.  Time and Place of Closing.  Subject to the terms and
 conditions of this Agreement, the consummation of the transaction
 contemplated hereby (the "Closing") shall take place at the offices of
 Skadden, Arps, Slate, Meagher & Flom LLP, 919 Third Avenue, New York, New
 York 10022 on the third business day after News America shall have
 delivered to PLD written notice that the conditions set forth in Section
 6.2 hereof have been satisfied (the "Closing Date"), or at such other time
 and place as shall be determined by mutual agreement of the parties. 
  
           2.2.  Deliveries by News America.  At the Closing, News America
 will deliver or cause to be delivered the following to PLD: 
  
                (a)  Immediately upon (and subject to) the receipt thereof
 from C&W, the stock certificates or other instruments representing all of
 the Holdings Shares, duly endorsed in blank or accompanied by duly executed
 instruments of transfer, together with any other documents that are
 necessary to transfer to PLD all of News America's right, title and
 interest in and to the Holdings Shares theretofore acquired from C&W or its
 affiliates; 
  
                (b)  the Officer's Certificate referred to in Section 6.3(d)
 hereof; 
  
                (c)  the Opinion of Counsel referred to in Section 6.3(e)
 hereof; and 
  
                (d)  such other documents, instruments and writings as are
 required to be delivered by News America at or prior to the Closing Date
 pursuant to this Agreement or otherwise required in connection herewith. 
  
           2.3.  Deliveries by PLD.  At the Closing, PLD will deliver the
 following to News America: 
  
                (a)  stock certificates, registered in the name of News
 America or its nominee or designee, representing 3,705,631 shares of duly
 issued, fully paid and nonassessable PLD Common Stock, and any other
 documents that are necessary to transfer to News America good and
 marketable title to such shares; 
  
                (b)  the Officer's Certificate referred to in Section 6.2(f)
 hereof; 
  
                (c)  the Opinion of Counsel referred to in Section 6.2(g)
 hereof; and 
  
                (d)  such other documents, instruments and writings as are
 required to be delivered by News America at or prior to the Closing Date
 pursuant to this Agreement or otherwise required in connection herewith. 

  
                                ARTICLE III 
                   REPRESENTATIONS AND WARRANTIES OF PLD 
  
           PLD represents and warrants to News America as follows (for
 purposes of Sections 3.7, 3.8, 3.9, 3.10 and 3.11 hereof, the term PLD, as
 of the  Closing Date, shall mean PLD and its subsidiaries taken as a whole,
 including without limitation, the assets, liabilities, business and
 operations of Belcel acquired pursuant to the CIBBV Purchase Agreement): 
  
           3.1.  Organization; Qualification.  PLD is a corporation duly
 organized, validly existing and in good standing under the laws of the
 State of Delaware, and has all requisite corporate power and authority to
 own, lease, and operate its properties and to carry on its business as now
 being conducted.  PLD is duly qualified or licensed to do business as a
 foreign corporation and is in good standing in each jurisdiction in which
 the property owned, leased or operated by it or the nature of the business
 conducted by it makes such qualification necessary.  Schedule 3.1 sets
 forth, as of the date of this Agreement, each jurisdiction in which PLD is
 qualified to do business as a foreign corporation.  PLD has heretofore
 delivered to News America complete and correct copies of its Certificate of
 Incorporation and Bylaws as currently in effect. 
  
           3.2. Capitalization of PLD and PeterStar.  Set forth on Schedule
 3.2 is the number of shares in the capital stock or other equity interests
 of each of PLD and PeterStar which are issued and outstanding as of the
 date of this Agreement.  All such shares are validly issued, fully paid and
 nonassessable.  Other than this Agreement, or as set forth in Schedule 3.2,
 there is no subscription, option, warrant, call, right, agreement or
 commitment relating to the issuance, sale, delivery or transfer by PLD and
 PeterStar of any shares of capital stock or other equity interest
 (including any right of conversion or exchange under any outstanding
 security or other instrument).  There are no outstanding contractual
 obligations of PLD and PeterStar to repurchase, redeem or otherwise acquire
 any outstanding shares of capital stock or other equity interest of PLD or
 PeterStar.  There are no restrictions or limitations contained in the
 organizational documents of PLD or in any contract, agreement, document or
 other instrument to which PLD or any direct or indirect subsidiary is a
 party or of which PLD or any direct or indirect subsidiary is aware that
 restricts, or purports to restrict, the ability of C&W or any of its direct
 or indirect subsidiaries to transfer the PLD Interest to News America or
 that create or give rise to, by reason of the transfer of the PLD Interest
 to News America, any pledge, security interest, lien, charge, encumbrance,
 claim, option or limitation affecting the ability of News America to vote
 such shares or to exercise any other rights appurtenant thereto under the
 Stock Purchase Agreement.   The New PLD Shares, taken together with the PLD
 Shares, will represent an aggregate of not less than thirty-eight (38%) of
 the outstanding PLD shares after giving effect to the issuance of the New
 PLD Shares.  The PLD Warrant is exercisable for shares of PLD Common Stock
 in accordance with its terms. 
  
           3.3.  Authority Relative to this Agreement.  PLD has full
 corporate power and authority to execute, deliver and perform its
 obligations under this Agreement and all ancillary agreements to which it
 is a party and to consummate the transactions contemplated hereby and
 thereby.  The execution and delivery of this Agreement and all ancillary
 agreements to which it is a party and the consummation of the transactions
 contemplated hereby and thereby have been duly and validly authorized, by
 the Board of Directors and, if required, shall be duly and validly
 authorized by the shareholders of PLD prior to the Closing Date, and no
 other corporate proceedings on the part of PLD are necessary to authorize
 this Agreement or to consummate the transactions contemplated hereby and
 thereby.  This Agreement and each such ancillary agreement to which PLD is
 a party has been duly and validly executed and delivered by PLD, and
 assuming that this Agreement constitutes a valid and binding agreement of
 News America, constitutes a valid and binding agreement of PLD, enforceable
 against PLD in accordance with its terms, except that such enforceability
 may be limited by applicable bankruptcy, insolvency, moratorium or other
 similar laws affecting or relating to enforcement of creditors' rights
 generally or general principles of equity. 
  
           3.4.  Consents and Approvals; No Violation.  Except as set forth
 in Schedule 3.4,  the execution and delivery by PLD of this Agreement and
 all ancillary agreements to which it is a party will not (i) conflict with
 or result in any breach of any provision of the Certificate of
 Incorporation or Bylaws, or similar charter documents, of PLD, (ii) require
 any consent, approval, authorization or permit of, or filing with or
 notification to, any governmental or regulatory authority, (iii) result in
 a default (or give rise to any right of termination, cancellation or
 acceleration) under any of the terms, conditions or provisions of any note,
 bond, mortgage, indenture, license, agreement or other instrument or
 obligation to which PLD is a party or by which PLD or any of its assets may
 be bound, except for such defaults (or rights of termination, cancellation
 or acceleration) as to which requisite waivers or consents have been
 obtained, or (iv) violate any order, writ, injunction, decree, statute,
 rule or regulation applicable to PLD or any of its assets. 
  
                (b)  Except as set forth in Schedule 3.4 and except for the
 filings by News America and PLD required by Title II of the Hart-Scott-
 Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), no
 declaration, filing or registration with, or notice to, or authorization,
 consent or approval of any governmental or regulatory body or authority is
 necessary for the consummation by PLD of the transactions contemplated
 hereby. 
  
           3.5.  Reports.  Since January 1, 1997, PLD has, pursuant to the
 Securities Act of 1933, as amended (the "Securities Act") and the
 Securities Exchange Act of 1934, as amended (the "Exchange Act"), filed or
 caused to be filed with the United States Securities and Exchange
 Commission ("SEC") all material forms, statements, reports and documents
 (including all exhibits, amendments and supplements thereto) required to be
 filed by them with respect to the business and operations of PLD under each
 of the Securities Act and the Exchange Act and the respective rules and
 regulations thereunder, all of which complied in all material respects with
 all applicable requirements of the appropriate act and the rules and
 regulations thereunder in effect on the date each such report was filed. 
 True and complete copies of each of such forms, statements, reports and
 documents, and such exhibits, have been delivered to News America. 
  
           3.6.  Financial Statements.  PLD has previously furnished to News
 America copies of (a) PLD's audited consolidated and (b) PeterStar's
 audited (i) balance sheets as of December 31, in each of the years 1997,
 1996 and 1995 and (ii) related consolidated statements of income and
 retained earnings and consolidated changes in financial position of PLD and
 PeterStar for the fiscal years then ended, together with the respective
 reports thereon of  KPMG Peat Marwick LLP and KPMG, as independent auditors
 of PLD for 1997, and 1996 and 1995, respectively, and KPMG, as independent
 auditors of PeterStar.  Each of the balance sheets included in the
 financial statements referred to in this Section 3.6 (including the related
 notes thereto) present fairly the financial information purported to be set
 therein as of the dates thereof, and the other related statements included
 therein (including the related notes thereto) present fairly the results of
 operations and changes in financial position for the periods then ended,
 all in conformity with generally accepted accounting principles applied on
 a consistent basis, except as otherwise noted therein.  For purposes of
 this Agreement, the audited consolidated balance sheet of PLD and the
 audited balance sheet of PeterStar as of December 31, 1997 are hereinafter
 referred to as (the "Companies' Balance Sheets"). 
  
           3.7.  Undisclosed Liabilities.  Except as set forth in Schedule
 3.7, neither PLD nor PeterStar has any material liability or obligation,
 secured or unsecured (whether absolute, accrued, contingent or otherwise,
 and whether due or to become due), of a nature required by generally
 accepted accounting principles to be reflected in a corporate balance sheet
 or disclosed in the notes thereto, which are not accrued or reserved
 against in the Companies' Balance Sheets or disclosed in the notes thereto
 in accordance with generally accepted accounting principles. 
  
           3.8.  Absence of Certain Changes or Events.  Except as set forth
 in Schedule 3.8 or in PLD's Annual Report on Form 10-K for the year ended
 December 31, 1997, since the date of the Companies' Balance Sheets there
 has not been:   
  
                (a)  any material adverse change in the business, prospects,
 operations, properties, assets, liabilities, competition, earnings, or
 condition (financial or otherwise) of PLD or PeterStar, or any failure by
 PLD or PeterStar to pay its debts when due; 
  
                (b)  any event or condition of any character which either
 individually or in the aggregate, might reasonably be expected to have a
 material adverse effect on the business, prospects, operations, properties,
 assets, liabilities, competition, earnings or condition (financial or
 otherwise), of PLD or PeterStar; 
  
                (c)  any damage, destruction or loss (regardless of whether
 covered by insurance) that might reasonably be expected to have a material
 adverse effect on the business, prospects, operation, properties, assets,
 liabilities, competition, earnings, or condition (financial or otherwise),
 of PLD or PeterStar; 
  
                (d)  any declaration, setting aside or payment of any
 dividend or other distribution (whether in cash, stock, property, or any
 combination of the foregoing) with respect to the capital stock or other
 equity interest of PLD or PeterStar except as specifically provided for in
 this Agreement; 
  
                (e)  any increase in the compensation paid, payable or to
 become payable by PLD or PeterStar to its officers, directors or employees
 (other than increases for employees in the ordinary course of business and
 consistent with past practice), any hiring of new officers, directors or
 employees (other than hiring of new employees in the ordinary course of
 business consistent with past practice) or any increase in any bonus,
 insurance, pension or other employee benefit plan, payments or arrangement
 (including loans) made to, for or with any officers, directors, or
 employees (other than increases for employees in the ordinary course of
 business and consistent with past practice or other increases pursuant to
 written employee benefit plans); 
  
                (f)  any entry into, material amendment of, or termination
 of, any material agreement, material commitment or material transaction by
 PLD or PeterStar, including, without limitation, any (i) merger,
 consolidation, share exchange, acquisition or disposition of assets or
 stock or any financing transaction or capital expenditure, (ii) indenture,
 mortgage, note, agreement or other instrument relating to the borrowing of
 money (other than intercompany accounts), (iii) partnership or joint
 venture agreement, (iv) material license agreement relating to intellectual
 property (other than off-the-shelf software licenses), or (v) agreement to
 amend its charter or other organizational documents or any other document,
 contract, agreement, arrangement, undertaking or instrument relating to any
 of the foregoing; 
  
                (g) any entry into, material change to the terms or
 conditions of termination of, any license, permit, franchise, governmental
 approval or decree pursuant to which PLD or PeterStar provides telephony,
 data transmission or other telecommunications services; 
  
                (h)  any notes or accounts receivable or portions of notes
 or accounts receivable written off by PLD or PeterStar as uncollectible,
 other than in the ordinary course of business and consistent with past
 practice; 
  
                (i)  any material obligation or material liability paid
 (whether absolute, accrued, contingent or otherwise), or any lien or
 encumbrance in connection therewith discharged, by PLD or PeterStar, other
 than (i) in the ordinary course of business and consistent with past
 practice, or (ii) current liabilities shown on the financial statements and
 current liabilities incurred since their date; 
  
                (j)  any properties or assets, real, personal or mixed,
 tangible or intangible, of PLD or PeterStar mortgaged, pledged or subjected
 to any security interest, lien or encumbrance; 
  
                (k)  except as specifically provided for in this Agreement,
 any sale, assignment, transfer, lease, dividend, distribution or other
 disposition of any of  property or assets by PLD or PeterStar, other than
 sales of products in the ordinary course of business; or 
  
                (l)  any agreement, understanding or undertaking to do any
 of the foregoing by PLD or PeterStar. 
  
           3.9.  Certain Disclosure Matters. 
  
                News America has been furnished with copies of each of the
 documents, contracts, agreements, licenses, permits and other instruments
 identified on Schedule 3.9 hereof (collectively, the "Written Disclosure
 Materials").  All of the Written Disclosure Materials are true and complete
 copies of each of the documents, contracts, agreements, licenses, permits
 and other instruments that they purport to represent, and the Written
 Disclosure Materials, together with the schedules attached hereto,
 collectively represent a true, fair and complete portrayal of the material
 business operations of PLD and PeterStar.  None of the Written Disclosure
 Materials contains an untrue statement of material fact or omits to state
 any fact required to be stated therein or necessary, in light of the
 circumstances under which such statements are made, so as not to be
 misleading, except to the extent that such statements were later amended,
 revised or updated by PLD or PeterStar.  
  
           3.10.  Legal Proceedings, etc.  Except as set forth in Schedule
 3.10, there are no claims, actions, or proceedings pending or investigation
 pending or, to PLD's knowledge, threatened against or relating to PLD or
 PeterStar before any court, governmental or regulatory authority or body
 acting in an adjudicative capacity.  Except as set forth in Schedule 3.10,
 none of PLD or PeterStar is subject to any outstanding judgment, rule,
 order, writ, injunction or decree of any court, governmental or regulatory
 authority. 
  
           3.11.  Permits.  Each of PLD and PeterStar has all material
 permits, licenses, franchises and other governmental authorizations,
 consents and approvals (collectively, "Permits") necessary to conduct its
 business as presently conducted.  Except as set forth in Schedule 3.11,
 neither  PLD nor PeterStar has received any written notification that it is
 in violation of any of such Permits, or any law, statute, order, rule,
 regulation, ordinance or judgment of any governmental or regulatory body or
 authority applicable to it.  Each of PLD and PeterStar is in compliance
 with all material Permits, laws, statutes, orders, rules, regulations,
 ordinances, or judgments of any governmental or regulatory body or
 authority applicable to it. 

  
                                 ARTICLE IV 
               REPRESENTATIONS AND WARRANTIES OF NEWS AMERICA 
  
           News America represents and warrants to PLD as follows: 
  
           4.1.  Organization.  News America is a corporation duly
 organized, validly existing and in good standing under the laws of the
 State of Delaware.  News America has heretofore delivered to PLD complete
 and correct copies of its organizational documents as currently in effect. 
  
           4.2.  Authority Relative to this Agreement.  News America has
 full power and authority to execute, deliver and perform all obligations
 under this Agreement and all ancillary agreements to which it is a party
 and to consummate the transactions contemplated hereby and thereby.  The
 execution and delivery of this Agreement and all ancillary agreements to
 which it is a party and the consummation of the transactions contemplated
 hereby and thereby have been duly and validly authorized by News America
 and no other proceedings on the part of News America are necessary to
 authorize this Agreement or to consummate the transactions contemplated
 hereby.  This Agreement and all ancillary agreements to which it is a party
 have been duly and validly executed and delivered by News America, and
 assuming that this Agreement and each such ancillary agreement constitutes
 a valid and binding agreement of PLD, constitutes a valid and binding
 agreement of News America, enforceable against News America in accordance
 with its terms, except that such enforceability may be limited by
 applicable bankruptcy, insolvency, moratorium or other similar laws
 affecting or relating to enforcement of creditors' rights generally or
 general principles of equity. 
  
           4.3. Consents and Approvals; No Violation.  (a) Except as set
 forth in Schedule 4.3, neither the execution and delivery of this Agreement
 by News America nor the exchange by News America of the Holdings Shares
 pursuant to this Agreement will (i) conflict with or result in any breach
 of any provision of the organizational documents of News America, (ii)
 require any consent, approval, authorization or permit of, or filing with
 or notification to, any governmental or regulatory authority, or (iii)
 result in a default (or give rise to any right of termination, cancellation
 or acceleration) under any of the terms, conditions or provisions of any
 note, bond, mortgage, indenture, agreement, lease or other instrument or
 obligation to which News America or any of its subsidiaries are a party or
 by which any of their respective assets may be bound, except for such
 defaults (or rights of termination, cancellation or acceleration) as to
 which requisite waivers or consents have been obtained. 
  
                (b)  Except for the filings by News America and PLD 
 required by Title II of the HSR Act, no declaration, filing or registration
 with, or notice to, or authorization, consent or approval of any
 governmental or regulatory body or authority is necessary for the
 consummation by News America of the transactions contemplated hereby. 
  
           4.4.  Fees and Commissions.  No broker, finder or other person is
 entitled to any brokerage fees, commissions or finder's fees in connection
 with the transaction contemplated hereby by reason of any action taken by
 News America.  News America hereby covenants that it will pay to PLD or
 otherwise discharge, and will indemnify and hold PLD harmless from and
 against, any and all claims or liabilities for all brokerage fees,
 commissions and finder's fees (other than as described above) incurred by
 reason of any action taken by News America. 
  
           4.5.  Title.  News America makes no representations or warranties
 regarding the title to the Holdings Shares (including the interest in
 PeterStar) that are the subject of this Agreement or the business or
 operation of PeterStar or any other matter relating to the Holdings Shares
 or their provenance; provided, however, that News America shall represent
 in writing to PLD on the Closing Date that News America shall have taken no
 action with respect to the Holdings Shares that would interfere with the
 transfer to PLD, and the receipt by PLD, of title to the Holdings Shares
 which is of the same quality as the title thereto which News America
 received from C&W.  News America hereby assigns to PLD each of the
 representations and warranties made by C&W to News America in the Stock
 Purchase Agreement.  
  
           4.6.  Investment Intent; Private Placement. 
  
                (a)  News America is knowledgeable, sophisticated and
 experienced in making, and is qualified to make, decisions with respect to
 investments in equity securities presenting an investment decision like
 that involved in the acquisition of the New PLD Shares.  News America or
 its counsel, accountants or other investment advisers have requested,
 received, reviewed and considered all information deemed relevant by them
 in making an informed decisions to acquire the New PLD Shares. 
  
                (b)  News America is acquiring the New PLD Shares for
 investment for its own account only and not with a view to, or for resale
 in connection with, any "distribution" thereof within the meaning of the
 Securities Act.  News America has no present intention of selling, granting
 any participation in, or otherwise distributing the New PLD Shares, except
 in compliance with the Securities Act or pursuant to an available exemption
 thereunder. 
  
                (c)  News America understands that the New PLD Shares have
 not been registered under the Securities Act or registered or qualified
 under any state securities law in reliance on specific exemptions
 therefrom, which exemptions may depend upon, among other things, the bona
 fide nature of News America's investment intent as expressed herein.  News
 America is familiar with Rule 144 under the Securities Act, as presently in
 effect, and understands the resale limitations imposed thereby and by the 
 Securities Act.  News America further understands that the certificate(s)
 representing the New PLD Shares shall bear the following legend: 
  
           THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN
           ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED
           UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY
           APPLICABLE STATE SECURITIES LAWS.  THE SHARES MAY NOT
           BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
           REGISTRATION OR AN EXEMPTION THEREFROM. 
  

                                 ARTICLE V 
                          COVENANTS OF THE PARTIES 
  
           5.1.  Conduct of Business of PLD and PeterStar.  Except as
 described in Schedule 5.1, during the period from the date of this
 Agreement to the Closing Date, PLD will, and will cause PeterStar to,
 conduct their respective businesses and operations according to their
 ordinary and usual course of business consistent with past practice. 
 Without limiting the generality of the foregoing, and, except as
 contemplated in this Agreement or as described in Schedule 5.1, prior to
 the Closing Date, without the prior written consent of News America, PLD
 will not, and will not permit PeterStar to: 
  
                (a)  (i) create, incur or assume any amount of indebtedness
 for money borrowed, other than in the ordinary course of business, or (ii)
 assume, guarantee, endorse or otherwise become liable or responsible
 (whether directly, contingently or otherwise) for the obligations of any
 other person except in the ordinary course of business; provided, PLD and
 PeterStar may endorse negotiable instruments in the ordinary course of
 business; 
  
                (b)  declare, set aside or pay any dividend or other
 distribution (whether in cash, stock or property or any combination
 thereof) in respect of their respective capital stock, or redeem or
 otherwise acquire any shares of their respective capital stock; 
  
                (c)  enter into any agreement, commitment or transaction
 (including without limitation any borrowing, capital expenditure or capital
 financing), except agreements, commitments or transactions in the ordinary
 course of business or as contemplated herein provided, that PLD may
 nevertheless effect the public offering of shares of PLD Common Stock as
 contemplated by the terms of (i) that certain Indenture, dated May 31,
 1996, among the parties signatories thereto, relating to the $123,000,000
 14% senior discount notes due 2004, (ii) that certain Indenture, dated May
 31, 1996, among the parties signatories thereto, relating to the
 $26,000,000 9% convertible subordinated notes due 2006 (each such Indenture
 are collectively referred to herein as the "Indentures") and (iii) the
 Revolving Credit Note and Warrant Agreement relating to PLD's $12,400,000
 12% Series A Revolving Credit Notes due 1998 and $3,100,000 12% Series B
 Revolving Credit Notes due 1998; or  
  
                (d)  enter into any contract, agreement, commitment or
 arrangement, whether written or oral, with respect to any of the
 transactions set forth in the foregoing paragraphs (a) through (c). 
  
           5.2.  Access to Information.  Between the date of this Agreement
 and the Closing Date, PLD will, and will cause PeterStar, during ordinary
 business hours and upon reasonable notice to, (i) give News America and its
 accountants, counsel, financial advisors and other authorized
 representatives (the "News America Representatives") reasonable access to
 all books, records, plants, offices and other facilities and properties of
 PLD and PeterStar to which News America is permitted access by law, (ii)
 permit News America to make such reasonable inspections thereof as News
 America may reasonably request; (iii) cause the officers and advisors of
 PLD and PeterStar to furnish News America with such financial and operating
 data and other information with respect to the business and properties of
 PLD and PeterStar as News America may from time to time reasonably request;
 (iv) cause the officers and advisors of PLD and PeterStar to furnish News
 America a copy of each report, schedule or other document filed by them
 with any governmental agency or authority, provided, however, that (A) any
 such investigation shall be conducted in such a manner as not to interfere
 unreasonably with the operation of the business of PLD and PeterStar or
 PLD's relationship with the other shareholders of PeterStar, (B) PLD and
 PeterStar shall not be required to take any action which would constitute a
 waiver of the attorney-client privilege and (C) PLD and PeterStar need not
 supply News America with any information which PLD or PeterStar is under a
 legal obligation not to supply. 
  
           All information furnished to or obtained by News America and any
 News America Representatives pursuant to this Section 5.2 shall be subject
 to the confidentiality provisions set forth in Section 10.5 hereof. 
  
           5.3.  Expenses.  Whether or not the transactions contemplated
 hereby are consummated, all costs and expenses incurred in connection with
 this Agreement and the transactions contemplated hereby shall be borne by
 the party incurring such costs and expenses. 
  
           5.4.  Further Assurances.   Subject to the terms and conditions
 of this Agreement, each of the parties hereto will use all reasonable
 efforts to take, or cause to be taken, all action, and to do, or cause to
 be done, all things necessary, proper or advisable under applicable laws
 and regulations to consummate and make effective the sale, assignment,
 transfer and delivery of the PLD Interest, and the Holdings Shares and the
 interest in PeterStar represented thereby, pursuant to this Agreement. 
 From time to time after the date hereof, without further consideration,
 News America will, at its own expense, execute and deliver such documents
 to PLD as PLD may reasonably request in order more effectively to vest in
 PLD good title to the Holdings Shares.  From time to time after the date
 hereof, without further consideration, PLD will, at its own expense,
 execute and deliver such documents to News America or its designee (which
 may include C&W) as News America or such designee may reasonably request in
 order more effectively to consummate the sale, assignment, transfer and
 delivery of (a) the New PLD Shares pursuant to this Agreement and (b) the
 PLD Interest and the Holdings Shares pursuant to the Stock Purchase
 Agreement. 
  
           5.5.  Public Statements.  The parties shall consult with each
 other prior to issuing any public announcement, statement or other
 disclosure with respect to this Agreement or the transactions contemplated
 hereby and shall not issue any such public announcement, statement or other
 disclosure prior to such consultation. Notwithstanding the foregoing, the
 parties may make public announcements, statements or other disclosures with
 respect to this Agreement and the transactions contemplated hereby without
 such consultation to the extent and under the circumstances in which the
 parties are legally compelled (by deposition, interrogatory, request for
 documents, subpoena, civil investigative demand or similar process, or by
 order of a court or tribunal of competent jurisdiction) to do so, or in
 order to comply with applicable rules or requirements of any stock
 exchange, government department or agency or other regulatory authority, or
 as required by any securities law or regulation or other legal requirement,
 in any such case in circumstances where such consultation would not be
 practicable. 
  
           5.6.  Consents and Approvals.   
  
                (a)  PLD and News America shall cooperate with each other
 and (i) promptly prepare and file all necessary documentation, (ii) effect
 all necessary applications, notices, petitions and filings and execute all
 agreements and documents, (iii) use all reasonable efforts to obtain all
 necessary permits, consents, approvals and authorizations of all
 governmental bodies and (iv) use all reasonable efforts to obtain all
 necessary Permits, consents, approvals and authorizations of all other
 parties, in the case of each of the foregoing clauses (i), (ii) and (iii),
 necessary or advisable to consummate the transactions contemplated by this
 Agreement or required by the terms of any note, bond, mortgage, indenture,
 deed of trust, license, franchise, permit, concession, contract, lease or
 other instrument to which PLD, Holdings, PeterStar or News America or any
 of their subsidiaries are a party or by which any of them is bound.  PLD
 shall have the right to review and approve in advance all characteristics
 of the information relating to PLD or PeterStar; and each of PLD and News
 America shall have the right to review and approve in advance all
 characterizations of the information relating to the transactions
 contemplated by this Agreement which appear in any filing made in
 connection with the transactions contemplated hereby.  The parties hereto
 agree that they will consult with each other with respect to the obtaining
 of all such necessary Permits, consents, approvals and authorizations of
 all third parties and governmental bodies.  Each of PLD and News America
 shall designate separate counsel with respect to all applications, notices,
 petitions and filings (joint or otherwise) relating to this Agreement and
 the transactions contemplated hereby on behalf of PLD, on the one hand and
 News America on the other hand, with all governmental bodies.  
  
                (b) The parties hereto shall consult with each other prior
 to proposing or entering into any stipulation or agreement with any foreign
 or United States governmental authority or agency or any third party in
 connection with any foreign or United States governmental consents and
 approvals legally required for the consummation of the transactions
 contemplated hereby and shall not propose or enter into any such
 stipulation or agreement without the other party's prior written consent,
 which consent shall not be unreasonably withheld. 
  
           5.7.  Supplements to Schedules.  PLD, on the one hand, and News
 America, on the other hand, shall have the right from time to time prior to
 the Closing to supplement or amend its Schedules with respect to any matter
 hereafter arising which if existing or known at the date of this Agreement
 would have been required to be set forth or described in such Schedules. 
 Any such supplemental or amended disclosure shall be deemed to have cured
 any breach of any representation or warranty made in this Agreement for
 purposes of Article IX, but will not be deemed to have cured any such
 breach made in this Agreement and to have been disclosed as of the date of
 this Agreement for purposes of determining whether or not the conditions
 set forth in Article VI hereof have been satisfied. 
  
           5.8.  Completion of Ancillary Agreements.  Each party will use
 reasonable efforts to take or cause to be taken, all action, and do or
 cause to be done all things reasonably necessary or advisable to perform
 their respective obligations under, in the case of PLD, the CIBBV Exchange
 Agreement and, in the case of News America, the Stock Purchase Agreement,
 each in the form as executed on the date hereof. 

  
                                 ARTICLE VI 
                             CLOSING CONDITIONS 
  
           6.1.  Conditions to Each Party's Obligations to Effect the
 Transactions Contemplated Hereby.  The respective obligations of each party
 to effect the transactions contemplated hereby shall be subject to the
 fulfillment at or prior to the Closing Date of the following conditions: 
  
                (a)  The waiting period under the HSR Act applicable to the
 consummation of the transactions contemplated hereby shall have expired or
 been terminated; 
  
                (b)  No preliminary or permanent injunction or other order
 or decree by any federal, state, local or foreign court which prevents the
 consummation of the transactions contemplated hereby shall have been issued
 and remain in effect (each party agreeing to use its reasonable best
 efforts to have any such injunction, order or decree lifted) and no
 statute, rule or regulation shall have been enacted by any federal, state,
 local or foreign government or governmental agency which prohibits the
 consummation of the transactions contemplated hereby;  
  
                (c)  All foreign and United States federal, state and local
 government consents and approvals required for the consummation of the
 transactions contemplated hereby shall have become Final Orders (a "Final
 Order" means a final order after all opportunities for rehearing are
 exhausted (whether or not any appeal thereof is pending)) and shall not be
 subject to terms and conditions; and 
  
                (d)  If so required, a resolution shall have passed at the
 annual meeting of stockholders (or, if applicable, at any special meeting
 of stockholders) of PLD, convened after proper notice to and/or waiver of
 such notice by the stockholders, with a quorum of the stockholders present
 or represented, to approve the transaction contemplated hereby. 
  
           6.2.  Conditions to Obligations of News America.  The obligation
 of News America to effect the transactions contemplated by this Agreement
 shall be subject to the fulfillment at or prior to the Closing Date of the
 following additional conditions: 
  
                (a)  There shall not have occurred and be continuing any
 event or events, either individually or in the aggregate, which would have
 a material and adverse effect on the property, business, operations,
 prospects or condition (financial or otherwise) of PLD; 
  
                (b)  PLD shall have performed and complied with in all
 material respects the covenants and agreements contained in this Agreement
 required to be performed and complied with by it at or prior to the Closing
 Date, and the representations and warranties of PLD set forth in this
 Agreement shall be true and correct in all material respects as of the date
 of this Agreement and as of the Closing Date as though made at and as of
 the Closing Date; 
  
                (c)  News America and C&W shall have closed the transactions
 contemplated by the Stock Purchase Agreement simultaneously with the
 transactions contemplated hereby; 
  
                (d)  News America and PLD shall have executed and delivered
 a Director Nomination Agreement containing terms and conditions
 satisfactory to News America and PLD and such agreement shall be in full
 force and effect; 
  
                (e)  The common stock of PLD shall be quoted on The Nasdaq
 Stock Market, and no action shall have been taken or shall be pending or
 threatened in respect of the delisting of the common stock of PLD from
 eligibility for such quotation; 
  
                (f)  News America shall have received a certificate from an
 authorized officer of PLD, dated the Closing Date, to the effect that to
 the officer's knowledge, the conditions set forth in Section 6.2(a) and (b)
 have been satisfied; and 
  
                (g)  News America shall have received an opinion from E.
 Clive Anderson, Senior Vice President and General Counsel of PLD, dated the
 Closing Date and satisfactory in form and substance to News America and its
 counsel, substantially to the effect that: 
  
                     (i)  PLD is a corporation duly organized, validly
 existing and in good standing under the laws of the State of Delaware and
 has the corporate power and authority to execute and deliver this Agreement
 and to consummate the transactions contemplated hereby; and the execution
 and delivery of this Agreement and the consummation of the transactions
 contemplated hereby have been duly authorized by requisite corporate action
 taken on the part of  PLD;  
  
                     (ii)  this Agreement has been executed and delivered by
 PLD and is a valid and binding obligation of the PLD enforceable against it
 in accordance with its terms, except (A) that such enforcement may be
 subject to bankruptcy, insolvency, reorganization, moratorium or other
 similar laws now or hereafter in effect relating to creditors' rights, and
 (B) that the remedy of specific performance and injunctive and other forms
 of equitable relief may be subject to certain equitable defenses and to the
 discretion of the court before which any proceeding therefore may be
 brought; and 
  
                     (iii)  the issuance and sale of the New PLD Shares to
 News America pursuant to this Agreement are not required to be registered
 under the Securities Act. 
  
           As to any matter contained in such opinion which involves the
 laws of any jurisdiction other than the Federal laws of the United States
 or the laws of the State of New York, such counsel may rely upon opinions
 of counsel admitted in such other jurisdictions.  Any opinions relied upon
 by such counsel as aforesaid shall be delivered together with the opinion
 of such counsel.  Such opinion may expressly rely as to matters of fact
 upon certificates furnished by PLD and appropriate officers and directors
 of each of PLD and PeterStar and by public officials. 
  
           6.3.  Conditions to Obligations of PLD.  The obligations of PLD
 to effect the transaction contemplated by this Agreement shall be subject
 to the fulfillment at or prior to the Closing Date of the following
 additional conditions: 
  
                (a)  News America shall have performed and complied with in
 all material respects the covenants and agreements contained in this
 Agreement required to be performed and complied with by it at or prior to
 the Closing Date, and the representations and warranties of News America
 set forth in this Agreement shall be true and correct in all material
 respects as of the date of this Agreement and as of the Closing Date as
 though made at and as of the Closing Date; 
  
                (b)  PLD shall have received stock certificates representing
 all of the Holdings Shares, duly endorsed in blank or accompanied by duly
 executed instruments of transfer, together with any other documents that
 are necessary to transfer to PLD good and marketable title to the Holdings
 Shares; 
  
                (c)  News America and C&W shall have closed the transactions
 contemplated by the Stock Purchase Agreement, including the purchase by
 News America  from C&W of the Holdings Shares; 
  
                (d)  PLD and C&W shall have closed the transactions
 contemplated by the CIBBV Purchase Agreement, including the purchase by PLD
 of the CIBBV shares; 
  
                (e)  PLD shall have received from special Bermuda counsel to
 C&W a reliance letter dated the Closing Date to the effect that PLD may
 rely on such counsel's opinion to News America in connection with the Stock
 Purchase Agreement and assuming that News America transfers to PLD the
 Holdings Shares with the same quality of title that News America received
 from C&W, PLD will be the beneficial and registered holder of the Holdings
 Shares upon the consummation of the transactions contemplated hereby; 
  
                (f)  PLD shall have received a certificate from an
 authorized officer of News America, dated the Closing Date, to the effect
 that to the officer's knowledge, the conditions set forth in Section 6.3(a)
 have been satisfied; and 
  
                (g)  PLD shall have received an opinion from Skadden, Arps,
 Slate, Meagher & Flom LLP, special counsel to News America, dated the
 Closing Date and satisfactory in form and substance to PLD and its counsel,
 substantially to the effect that: 
  
                     (i)  News America is a corporation organized and in
 good standing under the laws of the State of Delaware and has the power and
 authority to execute and deliver this Agreement and to consummate the
 transactions contemplated hereby; and the execution and delivery of this
 Agreement and the consummation of the transactions contemplated hereby have
 been duly authorized by requisite action taken on the part of News America;
 and 
  
                     (ii)  this Agreement has been executed and delivered by
 News America and is a valid and binding obligation of News America,
 enforceable against it in accordance with its terms, except (A) that such
 enforcement may be subject to bankruptcy, insolvency, reorganization,
 moratorium or other similar laws now or hereafter in effect relating to
 creditors' rights, and (B) that the remedy of specific performance and
 injunctive and other forms of equitable relief may be subject to certain
 equitable defenses and to the discretion of the court before which any
 proceeding therefore may be brought.  
  
           As to any matter contained in such opinion which involves the
 laws of any jurisdiction other than the Federal laws of the United States
 or the laws of the State of New York, such counsel may rely upon opinions
 of counsel admitted in such other jurisdictions.  Any opinions relied upon
 by such counsel as aforesaid shall be delivered together with the opinion
 of such counsel.  Such opinion may expressly rely as to matters of fact
 upon certificates furnished by News America and appropriate officers and
 directors of News America and by public officials. 

  
                                ARTICLE VII 
                            REGISTRATION RIGHTS 
  
           7.1.  Registration on Request. 
  
                (a)  Request.  Upon the written request of News America or
 any permitted successor or assign requesting that PLD effect the
 registration under the Securities Act of all or part of any of the PLD
 Interest that is not registered under the Securities Act, the New PLD
 Shares or any other security of PLD owned, from time to time, by News
 America which is registrable under the applicable laws of the United States
 (the "Registrable Securities") and specifying the intended method of
 disposition thereof, PLD will, subject to the terms of this Agreement, use
 its best efforts to effect the registration under the Securities Act of the
 Registrable Securities which PLD has been so requested to register for
 disposition in accordance with the intended method of disposition stated in
 such request; provided, that the request for registration pursuant to this
 Section 7.1 shall relate to the intention to dispose of not less than 25%
 of the Registrable Securities then owned by News America or its
 subsidiaries or affiliates or permitted successors or assigns.  For
 purposes of this Article VII, the term "News America" shall include, as the
 context requires, all holders of Registrable Securities. 
  
                (b)  Registration Statement Form.  Registrations under this
 Section 7.1 shall be on such appropriate registration form of the SEC (i)
 as shall be selected by PLD and as shall be reasonably acceptable to News
 America and (ii) as shall permit the disposition of such Registrable
 Securities in accordance with the intended method or methods of disposition
 specified in the request for such registration.  If, in connection with any
 registration under Section 7.1 which is proposed by PLD to be on Form S-3
 or any similar short form registration statement which is a successor to
 Form S-3, the managing underwriters, if any, shall advise  PLD in writing
 that in their opinion the use of another permitted form is of material
 importance to the success of the offering, then such registration shall be
 on such other permitted form. 
  
                (c)  Expenses.  PLD shall pay all Registration Expenses in
 connection with only one (1) registration effected in accordance with this
 Section 7.1; provided, however, that if at or prior to the fifth
 anniversary of the date of this Agreement News America, its affiliates and
 subsidiaries, and any permitted successors and assigns, collectively own
 more than 50% of the aggregate Registrable Securities subject to this
 Agreement (such number to take account of any stock splits, dividends,
 combinations or other adjustments affecting any of the Registrable
 Securities), then the holders of Registrable Securities shall be entitled
 to one (1) additional registration effected in accordance with this Section
 7.1 in respect of which PLD shall pay all Registration Expenses. 
  
                (d)  Effective Registration Statement.  A registration
 requested pursuant to this Section 7.1 shall not be deemed to have been
 effected (i) unless a registration statement with respect thereto has
 become effective, provided that a registration which does not become
 effective after PLD has filed a registration statement with respect thereto
 solely by reason of the refusal to proceed of News America (other than a
 refusal to proceed based upon the advice of counsel relating to a matter
 with respect to PLD) shall be deemed to have been effected by PLD at the
 request of News America unless News America shall have elected to pay all
 Registration Expenses in connection with such registration, (ii) if, after
 it has become effective, such registration becomes subject to any stop
 order, injunction or other order or requirement of the SEC or other
 governmental agency or court for any reason, or (iii) the conditions to
 closing specified in the purchase agreement or underwriting agreement
 entered into in connection with such registration are not satisfied, other
 than by reason of some act or omission by News America. 
  
                (e)  Selection of Underwriters.  If a requested registration
 pursuant to this Section 7.1 involves an underwritten offering, the
 managing or lead underwriter or underwriters thereof shall be selected by
 News America and shall be acceptable to PLD, which shall not unreasonably
 withhold its acceptance of any such underwriters. 
  
                (f)  Notwithstanding anything to the contrary contained
 herein, PLD shall be entitled to postpone for a reasonable period of time
 (but in no event more than 120 days) the filing of a registration statement
 if, at the time it receives a request for such registration, (i) PLD
 reasonably determines, on the basis of written advice to such effect from
 outside counsel or an investment banking firm representing PLD, that such
 registration and the offering and sales thereunder by News America would
 materially interfere with any financing, acquisition, corporate
 reorganization or other material transaction or development involving PLD
 or any of its subsidiaries, and promptly gives News America notice of such
 determination, (ii) PLD would be required to undergo a special interim
 audit or to prepare and file with the SEC sooner than would otherwise be
 required pro forma or other financial statements. 
  
           7.2.  Incidental Registration. 
  
                (a)  Right to Include Registrable Securities.  If PLD at any
 time proposes to register any of its securities under the Securities Act
 (other than by a registration on Form S-8, or any successor form thereto,
 relating to a stock option plan, stock purchase plan, managing directors'
 plan, savings or similar plan and other than pursuant to Section 7.1),
 whether or not for sale for its own account, it will each such time give
 prompt written notice to News America of its intention to do so and of News
 America's rights under this Section 7.2.  Upon the written request of News
 America made within 20 days after the receipt of any such notice (which
 request shall specify the Registrable Securities intended to be disposed of
 by News America and the intended method of disposition thereof), PLD will,
 subject to the terms of this Agreement, use its best efforts to effect the
 registration under the Securities Act of all Registrable Securities which
 PLD has been so requested to register by News America, to the extent
 requisite to permit the disposition (in accordance with the intended
 methods thereof as aforesaid) of the Registrable Securities so to be
 registered, by inclusion of such Registrable Securities in the registration
 statement which covers the securities which News America proposes to
 register, provided that if, at any time after giving written notice of its
 intention to register any securities and prior to the effective date of the
 registration statement filed in connection with such registration, PLD
 shall determine for any reason either not to register or to delay
 registration of such securities, PLD may, at its election, give written
 notice of such determination to News America and, thereupon, (i) in the
 case of a determination not to register, shall be relieved of its
 obligation to register any Registrable Securities in connection with such
 registration (but not from its obligation to pay the Registration Expenses
 in connection therewith), without prejudice, however, to the rights of News
 America to request that such registration be effected as a registration
 under Section 7.1, and (ii) in the case of a determination to delay
 registering, shall be permitted to delay registering any Registrable
 Securities, for the same period as the delay in registering such other
 securities.  Except for the shares registered pursuant to this Section 7.2,
 no registration effected under this Section 7.2 shall relieve PLD of its
 obligation to effect any registration upon request under Section 7.1, nor
 shall any such registration hereunder be deemed to have been effected
 pursuant to Section 7.1.  PLD will pay all Registration Expenses in
 connection with each registration of Registrable Securities requested
 pursuant to this Section 7.2. 
  
                (b)  Priority in Incidental Registrations.  If (i) a
 registration pursuant to this Section 7.2 involves an underwritten offering
 of the securities so being registered, whether or not for sale for the
 account of PLD, to be distributed (on a firm commitment basis) by or
 through one or more underwriters of recognized standing under underwriting
 terms appropriate for such a transaction, (ii) the Registrable Securities
 so requested to be registered for sale for the account of holders of
 Registrable Securities are not also to be included in such underwritten
 offering (either because PLD has not been requested so to include such
 Registrable Securities pursuant to Section 7.4(b) or, if requested to do
 so, is not obligated to do so under Section 7.4(b), and (iii) the managing
 underwriter of such underwritten offering shall inform PLD and News America
 of its belief that the distribution of all or a specified number of such
 Registrable Securities concurrently with the securities being distributed
 by such underwriters would interfere with the successful marketing of the
 securities being distributed by such underwriters (such writing to state
 the basis of such belief and the approximate number of such Registrable
 Securities which may be distributed without such effect), then PLD may,
 upon written notice to News America, reduce the number of such Registrable
 Securities the registration of which shall have been requested by News
 America so that the resultant aggregate number of such Registrable
 Securities so included in such registration shall be equal to the number of
 shares stated in such managing underwriter's letter. 
  
           7.3.  Registration Procedures.  If and whenever PLD is required
 to effect the registration of any Registrable Securities under the
 Securities Act as provided in Sections 7.1 and 7.2, PLD shall, as
 expeditiously as possible: 
  
                     (i)  prepare and (in the case of a registration
      pursuant to Section 7.1, such filing to be made within 60 days after
      the request of  News America) file with the SEC the requisite
      registration statement to effect such registration (including such
      audited financial statements as may be required by the Securities Act
      or the rules and regulations promulgated thereunder) and thereafter
      use its best efforts to cause such registration statement to become
      and remain effective, provided however that PLD may discontinue any
      registration of its securities which are not Registrable Securities
      (and, under the circumstances specified in Section 7.2(a), its
      securities which are Registrable Securities) at any time prior to the
      effective date of the registration statement relating thereto,
      provided further that before filing such registration statement or any
      amendments thereto, PLD will furnish to the counsel selected by the
      holders of Registrable Securities which are to be included in such
      registration copies of all such documents proposed to be filed, which
      documents will be subject to the review of such counsel; 
  
                     (ii)  prepare and file with the SEC such amendments and
      supplements to such registration statement and the prospectus used in
      connection therewith as may be necessary to keep such registration
      statement effective and to comply with the provisions of the
      Securities Act with respect to the disposition of all securities
      covered by such registration statement until the earlier of such time
      as all of such securities have been disposed of in accordance with the
      intended methods of disposition by the seller or sellers thereof set
      forth in such registration statement or (i) in the case of a
      registration pursuant to Section 7.1, the expiration of 180 days after
      such registration statement becomes effective, or (ii) in the case of
      a registration pursuant to Section 7.2, the expiration of 90 days
      after such registration statement becomes effective; 
  
                     (iii)  furnish to News America and each underwriter, if
      any, of the securities being sold such number of conformed copies of
      such registration statement and of each such amendment and supplement
      thereto (in each case including all exhibits), such number of copies
      of the prospectus contained in such registration statement (including
      each preliminary prospectus and any summary prospectus) and any other
      prospectus filed under Rule 424 under the Securities Act, in
      conformity with the requirements of the Securities Act, and such other
      documents, as News America and underwriter, if any, may reasonably
      request in order to facilitate the public sale or other disposition of
      the Registrable Securities owned by News America;  
  
                     (iv)  use its best efforts to register or qualify all
      Registrable Securities and other securities covered by such
      registration statement under such other securities laws or blue sky
      laws of such jurisdictions in the United States as News America and
      any underwriter of the securities being sold by News America may
      reasonably request, to keep such registrations or qualifications in
      effect for so long as such registration statement remains in effect,
      and take any other action which may be reasonably necessary or
      advisable to enable News America and any such underwriter to
      consummate the disposition in such jurisdictions of the securities
      owned by News America, except that PLD shall not for any such purpose
      be required to qualify generally to do business as a foreign
      corporation in any jurisdiction wherein it would not but for the
      requirements of this subdivision (iv) be obligated to be so qualified
      , to subject itself to taxation in any such jurisdiction or to consent
      to general service of process in any such jurisdiction; 
  
                     (v)  use its best efforts to cause all Registrable
      Securities covered by such registration statement to be registered
      with or approved by such other governmental agencies or authorities as
      may be necessary to enable News America to consummate the disposition
      of such Registrable Securities; 
  
                     (vi)  furnish to News America a signed counterpart,
      addressed to News America and the underwriters, if any, of:  
  
                          (x)  an opinion of counsel for PLD, dated the
 effective date of such registration statement (or, if such registration
 includes an underwritten public offering, an opinion dated the date of the
 closing under the underwriting agreement), reasonably satisfactory in form
 and substance to News America and its counsel and covering such matters as
 are customarily covered in opinions of issuer's counsel in transactions of
 this sort, and  
  
                          (y)  a "comfort" letter (or, in the case News
 America does not satisfy the conditions for receipt of a "comfort" letter
 specified in Statement on Auditing Standards No. 72, an "agreed upon
 procedures" letter), dated the effective date of such registration
 statement (and, if such registration includes an underwritten public
 offering, a letter of like kind dated the date of the closing under the
 underwriting agreement), signed by the independent public accountants who
 have certified PLD's financial statements included in such registration
 statement, covering substantially the same matters with respect to such
 registration statement (and the prospectus included therein) and, in the
 case of the accountants' letter, with respect to events subsequent to the
 date of such financial statements, as are customarily covered in opinions
 of issuer's counsel and in accountants' letters delivered to the
 underwriters in underwritten public offerings of securities (with, in the
 case of an "agreed upon procedures" letter, such modifications or deletions
 as may be required under Statement on Auditing Standards No. 35) and, in
 the case of the accountants' letter, such other financial matters, and, in
 the case of the legal opinion, such other legal matters, as News America
 (or the underwriters, if any) may reasonably request; 
  
                      (vii)  notify News America and the managing
      underwriter or underwriters, if any, promptly and confirm such advice
      in writing promptly thereafter: 
  
                          (v)  when the registration statement, the
 prospectus or any prospectus supplement related thereto or post-effective
 amendment to the registration statement has been filed, and, with respect
 to the registration statement or any post-effective amendment thereto, when
 the same has become effective; 
  
                          (w)  of any request by the SEC for amendments or
 supplements to the registration statement or the prospectus or for
 additional information; 
  
                          (x)  of the issuance by the SEC of any stop order
 suspending the effectiveness of the registration statement or the
 initiation of any proceedings by any Person for that purpose; 
  
                          (z)  of the receipt by PLD of any notification
 with respect to the suspension of the qualification of any Registrable
 Securities for sale under the securities or blue sky laws of any
 jurisdiction or the initiation or threat of any proceeding for such
 purpose; and 
  
                     (viii)  notify News America at any time when a
      prospectus relating thereto is required to be delivered under the
      Securities Act, upon PLD's discovery that, or upon the happening of
      any event as a result of which, the prospectus included in such
      registration statement, as then in effect, includes an untrue
      statement of a material fact or omits to state any material fact
      required to be stated therein or necessary to make the statements
      therein not misleading in the light of the circumstances then
      existing, and at the request of News America promptly prepare and
      furnish to News America and each underwriter, if any, a reasonable
      number of copies of a supplement to or an amendment of such prospectus
      as may be necessary so that, as thereafter delivered to the purchasers
      of such securities, such prospectus shall not include an untrue
      statement of a material fact or omit to state a material fact required
      to be stated therein or necessary to make the statements therein not
      misleading in the light of the circumstances then existing; 
  
                     (ix)  use its best efforts to obtain the withdrawal of
      any order suspending the effectiveness of the registration statement
      at the earliest possible moment; and 
  
                     (x)  otherwise use its best efforts to comply with all
      applicable rules and regulations of SEC, and make available to its
      security holders, as soon as reasonably practicable, an earnings
      statement covering the period of at least twelve months, but not more
      than eighteen months, beginning with the first day of PLD's first full
      calendar month after the effective date of such registration
      statement, which earnings statement shall satisfy the provisions of
      Section 11(a) of the Securities Act and Rule 158 thereunder, and will
      furnish to News America at least five business days prior to the
      filing thereof a copy of any amendment or supplement to such
      registration statement or prospectus and shall not file any thereof to
      which News America shall have reasonably objected on the grounds that
      such amendment or supplement does not comply in all material respects
      with the requirements of the Securities Act or of the rules or
      regulations thereunder. 
  
           PLD will not file any registration statement or amendment thereto
 hereunder or any prospectus or any supplement thereto (including such
 documents incorporated by reference and proposed to be filed after the
 initial filing of the registration statement) to which News America shall
 reasonably object, provided that PLD may file such document in a form
 required by law or upon the advice of its counsel. 
  
           News America agrees by acquisition of such Registrable Securities
 that, upon receipt of any notice from PLD of the occurrence of any event of
 the kind described in subdivision (viii) of this Section 7.3, it will
 forthwith discontinue its disposition of Registrable Securities pursuant to
 the registration statement relating to such Registrable Securities until
 its receipt of the copies of the supplemented or amended prospectus
 contemplated by subdivision (viii) of this Section 7.3 and, if so directed
 by PLD, will deliver to PLD (at PLD's expense) all copies, other than
 permanent file copies, then in its possession of the prospectus relating to
 such Registrable Securities current at the time of receipt of such notice. 
 In the event PLD shall give any such notice, the period mentioned in
 paragraph (ii) of this Section 7.3 shall be extended by the length of the
 period from and including the date when News America shall have received
 such notice to the date on which each such seller has received the copies
 of the supplemented or amended prospectus contemplated by paragraph (viii)
 of this Section 7.3. 
  
           7.4.  Provision of Information; Transfer of Shares After
 Registration. 
  
                (a)  News America shall, prior to the filing of any
 Registration Statement pursuant to this Agreement, provide PLD in writing
 with such information specified in Item 507 of Regulation S-K under the
 Securities Act and any other similar information reasonably requested by
 PLD for use in connection with such Registration Statement or any related
 prospectus or preliminary prospectus.  News America shall promptly furnish
 to PLD all information required to be disclosed in order to make the
 information previously furnished to PLD not materially misleading. 
  
                (b)  News America  agrees that it will not effect any
 disposition of the Registrable Securities that would constitute a sale
 within the meaning of the Securities Act except as contemplated in the
 Registration Statement or as otherwise in compliance with applicable
 securities laws, including, without limitation, to the extent applicable,
 the prospectus delivery requirements of the Securities Act. 
  
           7.5.  Indemnification. 
  
                (a)  Indemnification by PLD.  In the event of any
 registration of any securities of PLD under the Securities Act, PLD will,
 and hereby does agree to, indemnify and hold harmless News America against
 any losses, claims, damages or liabilities, joint or several, to which News
 America or any director or officer of News America or underwriter or
 controlling person may become subject under the Securities Act or
 otherwise, insofar as such losses, claims, damages or liabilities (or
 actions or proceedings, whether commenced or threatened, in respect
 thereof) arise out of or are based upon any untrue statement or alleged
 untrue statement of any material fact contained in any registration
 statement under which such securities were registered under the Securities
 Act, any preliminary prospectus, final prospectus or summary prospectus
 contained therein, or any amendment or supplement thereto, or any omission
 or alleged omission to state therein a material fact required to be stated
 therein or necessary to make the statements therein not misleading.  Such
 indemnification shall be subject to customary terms and provisions
 governing indemnification in transactions of this type; provided, however,
 that PLD shall not be liable in any such case to the extent that such loss,
 claim, damages or liability arises out of, or is based upon (i) an untrue
 statement of a material fact made in such Registration Statement, or any
 omission of a material fact required to be stated therein or necessary to
 make the statements therein, in light of the circumstances under which they
 were made, not misleading, made in reliance upon and in conformity with
 written information furnished to PLD by or on behalf of News America
 specifically for use in preparation of such Registration Statement, (ii)
 the failure of News America to comply with the covenants and agreements
 contained in Sections 7.3 or 7.4(a) hereof respecting sale of the
 Registrable Securities or (iii) any untrue statement of a material fact, or
 any omission of a material fact required to be stated therein or necessary
 to make the statements therein, in light of the circumstances under which
 they were made, not misleading, in any prospectus that is corrected in any
 subsequent prospectus that was delivered to News America prior to the
 pertinent sale or sales by News America. 
  
                (b) Indemnification by News America.  PLD may require, as a
 condition to including any Registrable Securities in any registration
 statement filed pursuant to Section 7.3, that PLD shall have received an
 undertaking satisfactory to it from News America of such Registrable
 Securities, to indemnify and hold harmless (in the same manner and to the
 same extent as set forth in subdivision (a) of this Section 7.5) PLD, each
 director of PLD each officer of PLD and each other person, if any, who
 controls PLD within the meaning of the Securities Act, with respect to (i)
 any statement or alleged statement in or omission or alleged omission from
 such registration statement, any preliminary prospectus, final prospectus
 or summary prospectus contained therein, or any amendment or supplement
 thereto, if such statement or alleged statement or omission or alleged
 omission was made in reliance upon and in conformity with written
 information furnished to PLD through an instrument duly executed by News
 America specifically stating that it is for use in the preparation of such
 registration statement, preliminary prospectus, final prospectus, summary
 prospectus, amendment or supplement, (ii) the failure of News America to
 comply with the covenants and agreements contained in the last paragraph of
 Section 7.3 or in Section 7.4(a) hereof respecting sale of the Registrable
 Securities or (iii) any untrue statement of a material fact, or any
 omission of a material fact required to be stated therein or necessary to
 make the statements therein, in light of the circumstances under which they
 were made, not misleading, in any prospectus that is corrected in any
 subsequent prospectus that was delivered to News America prior to the
 pertinent sale or sales by News America. 

  
                                ARTICLE VIII 
                        TERMINATION AND ABANDONMENT 
  
           8.1.  Termination. 
  
                (a)  This Agreement may be terminated at any time prior to
 the Closing Date, by mutual written consent of News America and PLD. 
  
                (b)  This Agreement may be terminated by News America, on
 the one hand, or PLD, on the other hand, if the transactions contemplated
 hereby shall not have been consummated on or before June 30, 1998;
 provided, however, that the right to terminate this Agreement pursuant to
 this Section 8.1(b) shall not be available to any party whose failure to
 perform any of its covenants or obligations under this Agreement has been
 the cause of or resulting in the failure of the transactions contemplated
 by this Agreement to occur on or prior to the aforesaid date. 
  
                (c)  This Agreement may be terminated by either News
 America, on the one hand, or PLD, on the other hand, if (i) any
 governmental or regulatory body, the consent of which is a condition to the
 obligations of PLD and News America to consummate the transactions
 contemplated hereby, shall have determined not to grant its consent and all
 appeals of such determination shall have been taken and have been
 unsuccessful, or (ii) any court of competent jurisdiction shall have issued
 an order, judgment or decree permanently restraining, enjoining or
 otherwise prohibiting the transactions contemplated hereby and such order,
 judgment or decree shall have become final and nonappealable. 
  
                (d)  This Agreement may be terminated by News America, on
 the one hand, or PLD, on the other hand, if there has been a material
 violation or breach of any agreement, representation or warranty contained
 in this Agreement which violation or breach has not been waived by the non-
 breaching party. 
  
           8.2.  Procedure and Effect of Termination.  In the event of
 termination of this Agreement and abandonment of the transactions
 contemplated hereby by either or both of the parties pursuant to Section
 8.1, written notice thereof shall forthwith be given by the terminating
 party to the other party and this Agreement shall terminate and the
 transactions contemplated hereby shall be abandoned, without further action
 by any of the parties hereto without prejudice to any claims of a party to
 this Agreement arising prior to the date of such termination in respect of
 any breach of any representation, warranty or agreement contained in this
 Agreement and provided that (a) the provisions of Sections 5.4 and Article
 X (except for section 10.4) hereof shall survive such termination, and (b)
 that regardless of such termination the provisions of Article IX hereof
 shall continue with respect to any such claims.  If this Agreement is
 terminated as provided herein all filings, applications and other
 submissions made pursuant to this Agreement, to the extent practicable,
 shall be withdrawn from the agency or other person to which they were made. 

  
                                 ARTICLE IX 
                SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION 
  
           9.1.  Survival of Representations.  All representations,
 warranties and agreements made by PLD or News America in this Agreement
 shall survive the Closing until one (1) year after the Closing. 
  
           9.2.  Statements as Representations.  PLD's Written Disclosure
 Materials and any statements contained herein made by News America shall be
 deemed representations and warranties within the meaning of Section 9.1
 hereof. 
  
           9.3.  PLD's Indemnification of News America.  Subject to the
 conditions of this Article VIII, PLD hereby agrees that it shall indemnify,
 defend and hold harmless News America and any parent, subsidiary and
 affiliate of News America (collectively, the "News America Group") from and
 against all demands, claims, actions or causes of action, assessments,
 losses, damages, liabilities, costs and expenses, including, without
 limitation, interest, penalties and attorneys' fees and expenses
 (collectively, "Damages"), asserted against, resulting to, imposed upon or
 incurred by any of News America Group, directly or indirectly, arising out
 of or resulting from a breach of any representation, warranty or agreement
 of PLD contained in or made pursuant to this Agreement or any facts or
 circumstances constituting such a breach (collectively, "News America's
 Indemnifiable Claims"); provided, however, that the indemnification
 obligation of PLD with respect to any inaccuracy in any of the
 representations or warranties made by PLD in this Agreement shall arise
 only in the event that PLD had knowledge of such inaccuracy on or before
 the Closing; provided, further, that for purposes of this Agreement
 "knowledge" shall mean knowledge on the part of any member of management of
 PLD or knowledge of such circumstances that would lead a person not
 negligent to investigate and, more likely than not, obtain actual
 knowledge. 
  
           9.4.  News America's Indemnification of PLD.  Subject to the
 conditions of this Article VIII, News America hereby agrees that it shall
 indemnify, defend and hold harmless PLD and any parent, subsidiary and
 affiliate of PLD (collectively, the "PLD Group") from and against all
 Damages asserted against, resulting to, imposed upon or incurred by any of
 the PLD Group, directly or indirectly, arising out of or resulting from a
 breach of any representation, warranty or agreement of News America
 contained in or made pursuant to this Agreement or any facts or
 circumstances constituting such a breach ("PLD Indemnifiable Claims"; PLD's
 Indemnifiable Claims and News America's Indemnifiable Claims are
 collectively referred to herein as the "Indemnifiable Claims"); provided,
 however, that the indemnification obligation of News America with respect
 to any inaccuracy in any of the representations or warranties made by News
 America in this Agreement shall arise only in the event that News America
 had knowledge of such inaccuracy on or before the Closing; provided,
 further, that for purposes of this Agreement "knowledge" shall mean
 knowledge on the part of any member of management of News America or
 knowledge of such circumstances that would lead a person not negligent to
 investigate and, more likely than not, obtain actual knowledge. 
  
           9.5.  Conditions of Indemnification.  The obligations and
 liabilities of PLD under Section 9.3 or News America under Section 9.4,
 respectively, with respect to Indemnifiable Claims resulting from the
 assertion of liability by third parties shall be subject to the following
 terms and conditions: 
  
                (a)  The member of the News America Group or the PLD Group,
 as the case may be, asserting the existence of an Indemnifiable Claim (the
 "Indemnified Party") will give notice of any such Indemnifiable Claim to
 the party from whom Indemnification is sought (the "Indemnifying Party"),
 and the Indemnifying Party shall undertake the defense thereof by
 representation of their choosing, and will consult with the Indemnified
 Party concerning such defense during the course thereof. 
  
                (b)  In the event that the Indemnifying Party within a
 reasonable time after notice of any Indemnifiable Claim, fails to defend,
 the Indemnified Party against which such Indemnifiable Claim has been
 asserted will (upon further notice to the Indemnifying Party) have the
 right to undertake the defense, compromise or settlement of such
 Indemnifiable Claim on behalf of and for the account and risk of the
 Indemnifying Party. 
  
                (c)  Anything in this Section 9.5 to the contrary
 notwithstanding, (i) if there is a reasonable probability that an
 Indemnifiable Claim may materially and adversely affect the Indemnified
 Party other than as a result of money damages or other money payments, the
 Indemnified Party shall have the right to defend, compromise or settle such
 Indemnifiable Claim, and (ii) the Indemnifying Party shall not, without the
 Indemnified Party written consent, settle or compromise any Indemnifiable
 Claim or consent to entry of any judgment in respect thereof, unless (A)
 the Indemnifying Party delivers to the Indemnified Party in advance its
 written agreement satisfactory to the Indemnified Party which provides that
 amounts paid and incurred or to be incurred by the Indemnified Party in
 connection with such Indemnifiable Claim shall be repaid promptly by the
 Indemnifying Party to the Indemnified Party (subject to the limitations of
 this Article VIII), and (B) such settlement, compromise or consent includes
 as an unconditional term thereof the giving by the claimant or the
 plaintiff to the Indemnified Party and/or such member, as the case may be,
 a release from all liability in respect to such Indemnifiable Claim. 
  
           9.6.  Cushion.  The provisions for indemnity contained in Section
 9.3 and Section 9.4 hereof shall only be effective with respect to an
 Indemnifiable Claim (or, if more than one Indemnifiable Claim is asserted,
 with respect to all Indemnifiable Claims) to the extent the amount (or
 aggregate amount, in the case of more than one Indemnifiable Claim) of
 damages sustained in connection therewith exceeds One Hundred Thousand
 dollars (USD$100,000), but to the extent that the amount or amounts of
 damages in respect of Indemnifiable Claims exceeds $100,000, the indemnity
 provisions hereunder shall apply to all such damages, without regard to the
 $100,000 level. 
  
           9.7.  Limitation of Liability.  Anything in this Agreement to the
 contrary notwithstanding, the liability of an Indemnifying Party to
 indemnify an Indemnified Party against any damages sustained in connection
 with any Indemnifiable Claim shall be limited to Indemnifiable Claims as to
 which written notice shall have been given to the Indemnifying Party on or
 prior to the earlier of the first anniversary date of the Closing Date or
 public release of audited financials of PLD covering the fiscal year ended
 December 31, 1998, whether or not the Indemnified Party has actually
 settled or incurred any expense with respect to such Damages.  Furthermore,
 anything in this Agreement to the contrary notwithstanding, if such
 Indemnifiable Claim relates to a representation or warranty made by (a)
 News America, the amount of liability shall be limited to $100,000 and (b)
 PLD, the amount of liability shall be converted to PLD Common Stock and
 issued to News America at the same rate/value as the PLD shares issued to
 News America by PLD pursuant to Section 1.1 hereof, provided that the
 amount of liability of PLD shall be limited to twenty million U.S. dollars
 ($20,000,000).  In the event that the rules of any stock exchange upon
 which the PLD Common Stock is then traded, or any interdealer quotation
 system upon which quotations for the PLD Common Stock are then available,
 shall not permit the issuance of PLD Common Stock without either the
 approval of shareholders of PLD or the receipt of some other approval, then
 in satisfaction of its liability to indemnify pursuant to this Article IX,
 PLD shall issue the maximum number of shares of PLD Common Stock as can
 then be issued in accordance with such rules, and shall issue in respect of
 the remainder of such liability shares of preferred stock having such terms
 and conditions as may be agreed upon between News America and PLD, such
 preferred stock to be convertible into PLD Common Stock at such time as any
 requisite shareholder or other approval is obtained. 
  
           9.8.  Remedies Cumulative.  The remedies provided herein shall be
 cumulative and shall not preclude the assertion by News America or PLD of
 any other rights or the seeking of any other remedies against the other
 party, as the case may be. 
  
           9.9.  Assignment of Certain Representations, Warranties and
 Indemnification Obligations.  In lieu of making any representations or
 warranties with respect to the Holdings Shares being sold to and exchange
 with PLD hereunder, News America hereby assigns to the benefit of PLD, its
 successors and assigns, the representations, warranties and agreements made
 by C&W in the Stock Purchase Agreement with respect to the Holdings Shares
 and its indemnification obligations under such agreement, and agrees that
 PLD has the right to rely upon such representations, warranties and
 agreements, and enforce such indemnification obligations, as fully as if it
 were a party to the Stock Purchase Agreement.  PLD acknowledges and agrees
 that its sole recourse with respect to the Holdings Shares is to seek
 indemnification from C&W with respect thereto and further agrees that News
 America shall have no liability therefor. 

  
                                 ARTICLE X 
                          MISCELLANEOUS PROVISIONS 
  
           10.1.  Amendment and Modification.  Subject to applicable law,
 this Agreement may be amended, modified or supplemented only by written
 agreement signed by all of the parties hereto. 
  
           10.2.  Waiver of Compliance; Consents.  Except as otherwise
 provided in this Agreement, any failure of any of the parties to comply
 with any obligation, covenant, agreement or condition herein may be waived
 by the party entitled to the benefits thereof only by a written instrument
 signed by the party granting such waiver, but such waiver shall not operate
 as a waiver of, or estoppel with respect to, any subsequent or other
 failure. 
  
           10.3.  Notices.  All notices and other communications hereunder
 shall be in writing and shall be deemed effectively given upon personal
 delivery to the party to be notified, on the next Business Day after
 delivery to a recognized overnight courier service, upon confirmation of
 receipt of a facsimile transmission, or five days after deposit with the
 United States Post Office, by registered or certified mail (return receipt
 requested), postage prepaid, to the parties at the following addresses (or
 at such other address for a party as shall be specified by like notice;
 provided that notices of a change of address shall be effective only upon
 receipt thereof): 
  
 If to PLD, to: 
  
 PLD Telekom Inc. 
 680 Fifth Avenue 
 24th Floor 
 New York, New York  10019 
 Facsimile:  (212) 262-8870 
 Attention: James Hatt 
  
  
 If to News America, to: 
  
 News America Incorporated 
 1211 Avenue of the Americas 
 New York, New York   10036 
 Facsimile: (212) 768-2029   
 Attention:  General Counsel 
  
  
 (with a copy to: 
  
 Skadden, Arps, Slate, Meagher & Flom LLP 
 919 Third Avenue 
 New York, New York   10022 
 Facsimile: (212) 735-2000   
 Attention:  Alan G. Straus, Esq.) 
  
           10.4.  Assignment.  This Agreement and all of the provisions
 hereof shall be binding upon and inure to the benefit of the parties hereto
 and their respective successors and permitted assigns, but neither this
 Agreement nor any of the rights, interests or obligations hereunder shall
 be assigned by any party hereto, including by operation of law without the
 prior written consent of the other party, nor is this Agreement intended to
 confer upon any other person except the parties hereto any rights or
 remedies hereunder; provided, however, that (a) PLD will have the right, at
 any time at or prior to the Closing, to designate in writing, in accordance
 with applicable law, one or more of its Affiliates to purchase, in whole or
 in part, the Holdings Shares on the terms set out in this Agreement, and
 PLD shall remain jointly and severally liable with its designee(s) under
 this Agreement following such designation, (b) News America will have the
 right, at any time at or prior to the Closing, to designate in writing, in
 accordance with applicable law, one or more of its affiliates to purchase,
 in whole or in part, the New PLD Shares on the terms set out in this
 Agreement, and News America shall remain jointly and severally liable with
 its designee(s) under this Agreement following such designation and
 (c) News America shall have the right, at its sole discretion, to assign to
 ZAO LogoVAZ ("LogoVAZ") its rights to purchase one-half of the New PLD
 Shares  (and, if such rights are exercised, such rights shall be exercised
 by News America and LogoVAZ concurrently as to the entire portion of the
 New PLD Shares); provided, that it shall be a condition to any assignment
 under clauses (b) or (c) hereof that the assignee represent and warrant to
 PLD as to the matters set forth in Section 4.6, and otherwise agrees to be
 bound by the terms of this Agreement as if such assignee had been a party
 to this Agreement. 
  
           10.5.  Confidentiality.  Each of the Parties hereto will hold,
 and will use its reasonable, good faith efforts to cause its respective
 shareholders, partners, members, directors, officers, employees,
 accountants, counsel, consultants, agents and financial or other advisors
 (collectively "Agents") to hold, in confidence all information (whether
 oral or written), including this Agreement and the documents contemplated
 herein, concerning the transactions contemplated by this Agreement
 furnished to such Party by or on behalf of any other Party in connection
 with such transactions, unless legally compelled (by deposition,
 interrogatory, request for documents, subpoena, civil investigative demand
 or similar process, or by order of a court or tribunal of competent
 jurisdiction, or in order to comply with applicable rules or requirements
 of any stock exchange, government department or agency or other regulatory
 authority, or by requirements of any securities law or regulation or other
 legal requirement) to disclose any such information or documents, and
 except to the extent that such information or documents can be shown to
 have been (a) previously known on a nonconfidential basis by such Party,
 (b) in the public domain through no fault of such Party or (c) acquired by
 such Party on a nonconfidential basis from sources not known by such Party
 to be bound by any obligation of confidentiality in relation thereto. 
 Notwithstanding the foregoing provisions of this Section 10.5, each Party
 may disclose such information to its Agents in connection with the
 transactions contemplated by this Agreement or any of the other ancillary
 Agreements so long as such Agents are informed by such Party of the
 confidential nature of such information and are required by such Party to
 treat such information confidentially, and to certain governmental agencies
 in connection with the procurement of the governmental authorizations
 contemplated by this Agreement.  The obligation of each Party to hold any
 such information in confidence shall be satisfied if such Party exercises
 the same care with respect to such information as it would take to preserve
 the confidentiality of its own similar information.  If this Agreement is
 terminated, each Party will, and will use its reasonable, good faith
 efforts to cause its respective Agents, to destroy or deliver to the other
 Party, upon request, all documents and other materials, and all copies
 thereof, obtained by such Party or on its behalf from the other Party
 hereto in connection with this Agreement that are subject to such
 confidence. 
  
           10.6.  Governing Law.  This Agreement shall be governed by and
 construed in accordance with the laws of the State of New York (regardless
 of the laws that might otherwise govern under applicable New York
 principles of conflicts of law) as to all matters, including but not
 limited to matters of validity, construction, effect, performance and
 remedies. 
  
           10.7.  Counterparts.  This Agreement may be executed in two or
 more counterparts, each of which shall be deemed an original, but all of
 which together shall constitute one and the same instrument. 
  
           10.8.  Interpretation.  The article and section headings
 contained in this Agreement are solely for the purpose of reference, are
 not part of the agreement of the parties and shall not in any way affect
 the meaning or interpretation of this Agreement.  As used in this
 Agreement, (a) the term "person" shall mean and include an individual, a
 partnership, a joint venture, a corporation, a trust, an unincorporated
 organization and a governmental entity or any department or agency thereof,
 (b) the term "subsidiary" when used in reference to any other person shall
 mean any corporation of which outstanding securities having ordinary voting
 power to elect a majority of the Board of Directors of such corporation are
 owned directly or indirectly by such other person and (c) the terms
 "affiliate" and "parent" shall have the meanings set forth in Rule 12b-2 of
 the Exchange Act. 
  
           10.9.  Entire Agreement.  This Agreement, including the
 documents, schedules and certificates referred to herein, embody the entire
 agreement and understanding of the parties hereto in respect of the
 transactions contemplated by this Agreement.  There are no restrictions,
 promises, representations, warranties, covenants or undertakings, other
 than those expressly set forth or referred to herein or therein.  This
 Agreement supersedes all prior agreements and understandings between the
 parties with respect to such transactions.

  
           IN WITNESS WHEREOF, PLD and News America have caused this
 agreement to be signed by their respective duly authorized officers as of
 the date first above written. 
  

                                  NEWS AMERICA INCORPORATED 
  
                                  By:  /s/  JOHN P. NALLEN
                                      --------------------------------
                                      Name:  JOHN P. NALLEN 
                                      Title: SENIOR VICE PRESIDENT
  

                                  PLD TELEKOM INC. 
  
                                  By:  /s/  JAMES R.S. HATT 
                                      --------------------------------
                                      Name:  JAMES R.S. HATT 
                                      Title:  DIRECTOR







                                                                    EXHIBIT 4

  
                             PLD TELEKOM INC. 
                            680 Fifth Avenue 
                        New York, New York  10019 
  
  
                                        April 19, 1998 
  
  
 News America Incorporated 
 1211 Avenue of the Americas 
 New York, New York   10036 
  
                Re:  Directors Nomination Agreement 
  
 Gentlemen: 
  
           Reference is made to (i) that certain Stock Purchase Agreement,
 dated April 19, 1998 (the "Stock Purchase Agreement"), by and between Cable
 and Wireless plc, a public limited company organized under the laws of
 England ("C&W"), and News America Incorporated, a corporation organized
 under the laws of the State of Delaware ("News America"), relating to the
 purchase by News America from C&W of the PLD Shares, the PLD Warrant, the
 CIBBV Exchange Shares  and the Holdings Shares (each, as defined in the
 Stock Purchase Agreement and collectively, the "PLD Interest"), which PLD
 Interest shall, immediately upon the consummation of the transactions
 contemplated by the Stock Purchase Agreement and the Asset Exchange
 Agreement (as defined below), be assigned by News America to NewsLogo LLC,
 a Delaware limited liability company that is a newly-formed indirect
 subsidiary of News America (the "Venture), and (ii) that certain Asset
 Exchange Agreement, dated April 19, 1998, by and between PLD Telekom Inc.,
 a Delaware corporation ("PLD") and News America Incorporated (the "Asset
 Exchange Agreement"; the Asset Exchange Agreement and the Stock Purchase
 Agreement are collectively referred to herein as the "Agreements") relating
 to the exchange by News America with PLD of the Holdings Shares for the New
 PLD Shares (as defined in the Asset Exchange Agreement).   Upon the
 consummation of the transactions contemplated by the Stock Purchase
 Agreement and the Asset Exchange Agreement and the assignment referred to
 above, the Venture will own approximately thirty-eight percent (38%) of the
 issued and outstanding capital stock of PLD. 
            
           In recognition of the significant shareholding position that will
 be held by the Venture after consummation of the transactions contemplated
 by the Stock Purchase Agreement and the Asset Exchange Agreement, we have
 agreed with you as follows: 
  
           1.  Designation
 and Number of Directors.  
  
            (a) Simultaneously with the closing of the Agreements, PLD shall
 use its best efforts to take, or cause to be taken, all action, and to do,
 or cause to be done, all things necessary and reasonably appropriate (i) to
 cause the Board of Directors of PLD to set the size of the Board at ten
 (10) and (ii) to cause the Board to elect as directors four (4) individuals
 designated by the Venture. 
  
           (b)  Thereafter, throughout the term of this Agreement, PLD will
 nominate and solicit proxies (and if properly executed and otherwise valid,
 cause such proxies to be voted in accordance with the instructions thereon)
 for election as directors at each annual meeting of stockholders (or, if
 applicable, at any special meeting of stockholders) of PLD, that number of 
 individuals designated by the Venture.   
  
           (c)  The number of individuals that the Venture shall be
 permitted to designate will be based upon the aggregate percentage of the
 total issued and outstanding shares of  PLD's common stock  (the "Total
 Shares Outstanding") owned of record and beneficially by the Venture, and
 The News Corporation Limited and its subsidiaries and affiliates, together,
 as follows: 

 Number of designees           Percentage of Total Shares Outstanding Owned 
  
      4                                    23% or over 
      3                                    15%   22.99% 
      2                                    10%   14.99% 
      1                                         5%-9.9% 
      0                                        below 5% 
  
           (d)  In the event that the number of directors comprising the
 entire Board shall be increased beyond ten (10), the number of directors
 that the Venture shall be entitled to designate based on its share
 ownership shall be appropriately and proportionately adjusted, any number
 resulting from such adjustment which is not a whole number being rounded up
 to the nearest whole number. 
  
           (e)  Any person who is designated by the Venture and subsequently
 elected as a director of PLD shall be referred to herein as a "Venture
 Director". 
  
           2.  Removal and Replacement of Directors.   (a) The Venture shall
 be entitled at any time and for any reason (or for no reason) to designate
 a Venture Director for removal, and at any meeting of stockholders called
 for the purpose of voting on the removal of directors, PLD shall use its
 best efforts to take, or cause to be taken, all action, and to do, or cause
 to be done, all things necessary and reasonably appropriate to cause the
 Board, or the stockholders of PLD, as the case may be,  to remove such
 Venture Director. 
  
           (b)  If, prior to his or her election to the Board pursuant to
 the terms of this letter agreement, an individual designated by Venture
 shall be unable or unwilling to serve as a director of PLD, the Venture
 shall be entitled to nominate a replacement who shall then be designated
 for purposes of this letter agreement.  If, following election to the Board
 pursuant to this letter agreement, a Venture Director shall resign or be
 removed or be unable to serve for any reason prior to the expiration of his
 or her term as a director of PLD, the Venture shall notify the Board in
 writing of a replacement director, and PLD shall use its best efforts to
 cause the Board to take all action necessary or appropriate to cause such
 replacement director to be elected as a director of PLD. 
            
           3.  Term.  This letter agreement shall commence on the date
 hereof and remain in force for a period of ten (10) years from the date
 hereof. 
  
           4.  Miscellaneous. 
  
           (a)  Amendment and Modification.  Subject to applicable law, this
 Agreement may be amended, modified or supplemented only by written
 agreement signed by the parties hereto. 
  
           (b)  Waiver of Compliance; Consents.  Except as otherwise
 provided in this Agreement, any failure of either of the parties hereto to
 comply with any obligation, covenant, agreement or condition herein may be
 waived by the party entitled to the benefits thereof only by a written
 instrument signed by the party granting such waiver, but such waiver shall
 not operate as a waiver of, or estoppel with respect to, any subsequent or
 other failure. 
  
           The parties agree that proportional representation on the Board
 of Directors of PLD at least as favorable to the Venture as is set forth in
 this Agreement is of the essence of this Agreement, and the parties further
 agree that if the specific terms of this Agreement shall be unable to be
 implemented by reason of the rules of any regulatory or supervisory body
 having jurisdiction over PLD or the PLD Common Stock, the parties will
 negotiate with each other in good faith to implement an alternative system
 of proportional representation as near as practicable to the arrangement
 set forth herein. 
  
           (c)  Notices.  All notices and other communications hereunder
 shall be in writing and shall be deemed given if delivered personally or by
 facsimile transmission, telexed or mailed by registered or certified mail
 (return receipt requested), postage prepaid, to the parties at the
 following addresses (or at such other address for a party as shall be
 specified by like notice; provided that notice of a change of address shall
 be effective only upon receipt thereof): 
  
           (i) If to Buyer, to: 
  
           News America Incorporated 
           1211 Avenue of the Americas 
           New York, New York   10036 
           Facsimile:  (212) 768-2029 
           Attention:  General Counsel 
  
           (with a copy to: 
  
           Skadden, Arps, Slate, Meagher & Flom LLP 
           919 Third Avenue 
           New York, New York   10022 
           Facsimile: (212) 735-2000   
           Attention:  Alan G. Straus, Esq.) 
  
           (ii) If to PLD, to: 
  
           PLD Telekom Inc. 
           680 Fifth Avenue 
           24th Floor 
           New York, New York  10019 
           Facsimile: (212) 262-8870 
           Attention:  James Hatt 
  
           (d)  Assignment.  This Agreement and all of the provisions hereof
 shall be binding upon and inure to the benefit of the parties hereto and
 their respective successors and permitted assigns. 
  
           (e)  Governing Law.  This Agreement shall be governed by and
 construed in accordance with the laws of the State of Delaware (regardless
 of the laws that might otherwise govern under applicable Delaware
 principles of conflicts of law) as to all matters, including but not
 limited to matters of validity, construction, effect, performance and
 remedies. 
  
           (f)  Counterparts.  This Agreement may be executed in two or more
 counterparts, each of which shall be deemed an original, but all of which
 together shall constitute one and the same instrument. 
            
           (g)  Interpretation.  The article and section headings contained
 in this Agreement are solely for the purpose of reference, are not part of
 the agreement of the parties and shall not in any way affect the meaning or
 interpretation of this Agreement. 

           (h)  Entire Agreement.  This Agreement, including the documents,
 schedules and certificates referred to herein, embody the entire agreement
 and understanding of the parties hereto in respect of the transactions
 contemplated by this Agreement.  There are no restrictions, promises,
 representations, warranties, covenants or undertakings, other than those
 expressly set forth or referred to herein or therein.  This Agreement
 supersedes all prior agreements and understandings between the parties with
 respect to such transactions. 

           If this letter correctly sets forth the agreement between us,
 please countersign in the space provided below, whereupon this letter shall
 become a binding agreement between us. 
  
                               Very truly yours, 
  
                               PLD TELEKOM INC. 
  
                               By: /s/ JAMES R.S. HATT  
                                  -----------------------
                               Name:   JAMES R.S. HATT 
                               Title:  DIRECTOR 
  
 Accepted and agreed to 
 as of the date first above written: 
  
      NEWS AMERICA INCORPORATED 
  
      By: /s/ JOHN P. NALLEN         
         ----------------------   
      Name:   JOHN P. NALLEN 
      Title:  SENIOR VICE PRESIDENT
  




                                                               EXHIBIT 5


                              COMBINED AMENDMENT TO
                       STOCK AND ASSET PURCHASE AGREEMENTS
  
  
           COMBINED AMENDMENT TO STOCK AND ASSET PURCHASE AGREEMENTS (this
 "Amendment"), dated June 29, 1998, by and among News America Incorporated,
 a corporation organized under the laws of the State of Delaware ("Buyer"),
 News PLD LLC, a limited liability company organized under the laws of the
 State of Delaware ("News PLD LLC"), all of the membership interests in
 which are owned directly or indirectly by Buyer, Cable and Wireless plc, a
 company registered under the laws of England under the number 238525
 ("C&W") and PLD Telekom Inc., a Delaware corporation ("PLD").  All
 capitalized terms used herein and not otherwise defined shall have the
 respective meanings given to such terms in the Stock Purchase Agreement (as
 defined below). 
  
                            W I T N E S S E T H: 
  
           WHEREAS, Buyer and C&W have entered into that certain Stock
 Purchase Agreement, dated as of April 19, 1998 (the "Stock Purchase
 Agreement"); and  
  
           WHEREAS, Buyer has assigned its rights under the Stock Purchase
 Agreement to its directly and indirectly wholly owned subsidiary News PLD
 LLC; and 
  
           WHEREAS, pursuant to Section 7.1 (b) of the Stock Purchase
 Agreement, the Stock Purchase Agreement may be terminated by Buyer, on the
 other hand, or C&W, on the other hand, if the transactions contemplated
 thereby should not have been consummated on or before June 30, 1998; and 
  
           WHEREAS, the parties hereto have agreed to amend the Stock
 Purchase Agreement to extend such termination date to August 7, 1998; and 
  
           WHEREAS, C&W and PLD have entered into that certain Stock
 Purchase Agreement, dated as of April 19, 1998 (the "C&W/PLD Stock Purchase
 Agreement"), and Buyer and PLD have entered into that certain Asset
 Exchange Agreement, dated as of April 19, 1998 (the "Asset Exchange
 Agreement"), which agreements are intended to be consummated substantially
 simultaneously with the consummation of the transactions contemplated by
 the Stock Purchase Agreement, and for convenience the parties hereto and
 thereto have agreed to combine into this single instrument their agreements
 to extend the termination date under all such agreements to August 7, 1998; 
  
           NOW, THEREFORE, in consideration of the premises and the mutual
 covenants and agreements hereinafter set forth, the parties, intending to
 be legally bound, hereby agree as follows: 
  
      Section 1.     Amendment and Modification
 of the Stock Purchase
                     Agreement, C&W/PLD Stock Purchase Agreement and Asset
                     Exchange Agreement. 
  
           (a) In Section 7.1(b) of the Stock Purchase Agreement the date
 "June 30, 1998" referred to therein is hereby deleted and the date "August
 7, 1998" is inserted in lieu thereof. 
  
           (b) In recognition of the assignment to News PLD LLC by Buyer of
 its rights under the Stock Purchase Agreement in accordance with Section
 9.4 thereof, News PLD LLC is hereby added as a party to the Stock Purchase
 Agreement, and it shall be constituted with all such rights with respect
 thereto as would have been appurtenant had it been an original signatory
 thereto, provided always that such assignment satisfies the requirements of
 the proviso to Section 9.4(a) of the Stock Purchase Agreement and the
 requirements relating to the ownership of News PLD LLC as the Buyer's
 designee under that Section 9.4(a) and does not in any way extend the
 rights of the designee as contemplated thereby. 
  
           (c)  In Section 7.1(b) of the C&W/PLD Stock Purchase Agreement
 the date "June 30, 1998" referred to therein is hereby deleted and the date
 "August 7, 1998" is inserted in lieu thereof. 
  
           (d) In Section 8.1(b) of the Asset Exchange Agreement the date
 "June 30, 1998" referred to therein is hereby deleted and the date "August
 7, 1998" is inserted in lieu thereof. 
  
      Section 2.     No Other Amendments 
  
           (a) Except as expressly modified by this Amendment, the terms and
 conditions of the Stock Purchase Agreement, C&W/PLD Stock Purchase
 Agreement and Asset Exchange Agreement shall remain in full force and
 effect. 



           IN WITNESS WHEREOF, Buyer, News PLD LLC, C&W and PLD have caused
 this Amendment to be signed by their respective duly authorized officers as
 of the date first above written. 
  
                             NEWS AMERICA INCORPORATED 
  
  
                             By: /s/ LAWRENCE JACOBS  
                                --------------------------
                             Name:   LAWRENCE JACOBS 
                             Title:  SENIOR VICE PRESIDENT AND
                                       DEPUTY GENERAL COUNSEL
  
  
                             NEWS  PLD LLC 
  
  
                             By: /s/ JANET L. NOVA  
                                --------------------------
                             Name:   JANET L. NOVA   
                             Title:  PRESIDENT AND  
                                       SECRETARY 
  
  
                             CABLE AND WIRELESS PLC 
  
  
                             By: /s/ PETA WILSON  
                                --------------------------
                             Name:   PETA WILSON 
                             Title:  SENIOR AND REGIONAL LEGAL
                                       ADVISOR
  
  
                             PLD TELEKOM INC. 
  
  
                             By: /s/ E. CLIVE ANDERSON    
                                --------------------------
                             Name:   E. CLIVE ANDERSON 
                             Title:  SENIOR VICE PRESIDENT,  
                                       SECRETARY AND 
                                       GENERAL COUNSEL 






                                                                EXHIBIT 6


                         SECOND COMBINED AMENDMENT TO
                       STOCK AND ASSET PURCHASE AGREEMENTS
  
  
           SECOND COMBINED AMENDMENT TO STOCK AND ASSET PURCHASE AGREEMENTS
 (this "Amendment"), dated August 7, 1998, by and among News America
 Incorporated, a corporation organized under the laws of the State of
 Delaware ("Buyer"), News PLD LLC, a limited liability company organized
 under the laws of the State of Delaware ("News PLD LLC"), all of the
 membership interests in which are owned directly or indirectly by Buyer,
 Cable and Wireless plc, a company registered under the laws of England
 under the number 238525 ("C&W") and PLD Telekom Inc., a Delaware
 corporation ("PLD").  
  
                            W I T N E S S E T H: 
  
           WHEREAS, (i) Buyer and C&W have entered into that certain Stock
 Purchase Agreement, dated as of April 19, 1998 (the "Stock Purchase
 Agreement"), (ii) C&W and PLD have entered into that certain Stock Purchase
 Agreement, dated as of April 19, 1998 (the "C&W/PLD Stock Purchase
 Agreement"), and (iii) Buyer and PLD have entered into that certain Asset
 Exchange Agreement, dated as of April 19, 1998 (the "Asset Exchange
 Agreement," and together with the Stock Purchase Agreement and the C&W/PLD
 Stock Purchase Agreement, the "Acquisition Agreements"), which Acquisition
 Agreements provide that any of the parties hereto may terminate any of the
 Acquisition Agreements to which it is a party if the transactions
 contemplated by such Acquisition Agreement should not have been consummated
 on or before June 30, 1998 (the "Termination Date"); and  
  
           WHEREAS, the parties hereto have entered into that certain
 Combined Amendment to Stock and Asset Purchase Agreements, dated June 29,
 1998 (the "Combined Amendment"), extending the Termination Date to August
 7, 1998; and 
  
           WHEREAS, the parties hereto have agreed to amend the Combined
 Amendment to further extend the Termination Date to August 17, 1998; 
  
           NOW, THEREFORE, in consideration of the premises and the mutual
 covenants and agreements hereinafter set forth, the parties, intending to
 be legally bound, hereby agree as follows: 
  
  
      Section 1.     Amendment and Modification of the Combined Amendment. 
  
           (a) In Section 1(a) of the Combined Amendment the
 date "August 7,
 1998" referred to therein is hereby deleted and the date "August 17, 1998"
 is inserted in lieu thereof. 
  
           (b) In Section 1(c) of the Combined Amendment the date "August 7,
 1998" referred to therein is hereby deleted and the date "August 17, 1998"
 is inserted in lieu thereof. 
  
           (c) In Section 1(d) of the Combined Amendment the date "August 7,
 1998" referred to therein is hereby deleted and the date "August 17, 1998"
 is inserted in lieu thereof. 
  
      Section 2.     No Other Amendments 
  
           (a) Except as expressly modified by this Amendment, the terms and
 conditions of the Stock Purchase Agreement, C&W/PLD Stock Purchase
 Agreement and Asset Exchange Agreement shall remain in full force and
 effect. 




           IN WITNESS WHEREOF, Buyer, News PLD LLC, C&W and PLD have caused
 this Amendment to be signed by their respective duly authorized officers as
 of the date first above written. 
  
                             NEWS AMERICA INCORPORATED 
  
  
                             By: /s/ LAWRENCE JACOBS   
                                ----------------------------
                             Name:  LAWRENCE JACOBS 
                             Title: SENIOR VICE PRESIDENT AND
                                      DEPUTY GENERAL COUNSEL
  
  
                             NEWS  PLD LLC 
  
  
                             By: /s/ JANET L. NOVA 
                                ----------------------------
                             Name:   JANET L. NOVA       
                             Title:  PRESIDENT AND SECRETARY 
  
  
                             CABLE AND WIRELESS PLC 
  
  
                             By: /s/ ROGER MORTIMER       
                                ----------------------------
                             Name:   ROGER MORTIMER 
                             Title:  DIRECTOR, GLOBAL 
                                       BUSINESSES 
  
  
                             PLD TELEKOM INC. 
  
  
                             By: /s/ S. P. EDWARDS   
                                ----------------------------
                             Name:   S. P. EDWARDS
                             Title:  CHIEF FINANCIAL OFFICER 
                                       AND DIRECTOR 
                                                 
  





                                                           Exhibit 7


                              THIRD AMENDMENT TO  
                          ASSET EXCHANGE AGREEMENT 
  
           THIRD AMENDMENT TO ASSET EXCHANGE AGREEMENT (this "Amendment"),
 dated August , 1998, by and among News America Incorporated, a corporation
 organized under the State of Delaware ("News America"), News PLD LLC, a
 limited liability company organized under the laws of the State of Delaware
 ("News PLD LLC"), all of the membership interests in which are owned
 directly or indirectly by News America, and PLD Telekom Inc., a corporation
 organized under the laws of the State of Delaware ("PLD").  All capitalized
 terms used herein and not otherwise defined shall have the respective
 meanings provided such terms in the Asset Exchange Agreement (as defined
 below). 
  
                            W I T N E S S E T H: 
  
           WHEREAS, News  America and PLD have entered into that certain
 Asset Exchange Agreement, dated as of April 19, 1998 (the "Asset Exchange
 Agreement"); and  
  
           WHEREAS, News America has assigned its rights under the Stock
 Purchase Agreement to its directly and indirectly wholly owned subsidiary
 News PLD LLC; and 
  
           WHEREAS, the parties hereto have agreed to amend the Asset
 Exchange Agreement upon the terms and the conditions set forth herein; and 
  
           NOW, THEREFORE, in consideration of the premises and the mutual
 covenants
 and agreements hereinafter set forth, the parties, intending to
 be legally bound, hereby agree as follows: 
  
      I.   Amendments and Modifications to the Asset Exchange Agreement. 
  
           Section 7.1(c) of the Asset Exchange Agreement is hereby deleted
 in its entirety and the following new Section 7.1(c) is inserted in lieu
 thereof: 
  
                (c)  Expenses.  PLD shall pay all Registration Expenses in
      connection with only one (1) registration effected in accordance with
      this Section 7.1; provided, however, that if at the fifth anniversary
      of the date of this Agreement News America, its affiliates and
      subsidiaries, and any permitted successors and assigns, collectively
      own 50% or more of the aggregate Registrable Securities subject to
      this Agreement (such number to take account of any stock splits,
      dividends, combinations or other adjustments affecting any of the
      Registrable Securities), then for a period of three years following
      the fifth anniversary of the date of this Agreement, the holders of
      Registrable Securities shall be entitled to one (1) additional
      registration effected in accordance with this Section 7.1 in respect
      of which PLD shall pay all Registration Expenses. 
  
      II.  Miscellaneous Provisions. 
  
           (a)  Amendment and Modification.  Subject to applicable law, this
 Amendment may be amended, modified or supplemented only by written
 agreement signed by the parties hereto. 
  
           (b)  Waiver of Compliance; Consents.  Except as otherwise
 provided in this Amendment, any failure of either of the parties hereto to
 comply with any obligation, covenant, agreement or condition herein may be
 waived by the party entitled to the benefits thereof only by a written
 instrument signed by the party granting such waiver, but such waiver shall
 not operate as a waiver of, or estoppel with respect to, any subsequent or
 other failure. 
  
           (c)  Notices.  All notices and other communications hereunder
 shall be in writing and shall be deemed given if delivered personally or by
 facsimile transmission, telexed or mailed by registered or certified mail
 (return receipt requested), postage prepaid, to the parties at the
 addresses stated in the Asset Exchange Agreement. 
  
           (d)  Assignment.  This Amendment and all of the provisions hereof
 shall be binding upon and inure to the benefit of the parties hereto and
 their respective successors and permitted assigns. 
  
           (e)  Governing Law.  This Amendment shall be governed by and
 construed in accordance with the laws of the State of Delaware (regardless
 of the laws that might otherwise govern under applicable Delaware
 principles of conflicts of law) as to all matters, including but not
 limited to matters of validity, construction, effect, performance and
 remedies. 
  
           (f)  Counterparts.  This Amendment may be executed in two or more
 counterparts, each of which shall be deemed an original, but all of which
 together shall constitute one and the same instrument. 
            
           (g)  Interpretation.  The article and section headings contained
 in this Amendment are solely for the purpose of reference, are not part of
 the agreement of the parties and shall not in any way affect the meaning or
 interpretation of this Amendment. 
  
  
             [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

           IN WITNESS WHEREOF, News America, News PLD LLC and PLD have
 caused this Amendment to be signed by their respective duly authorized
 officers as of the date first above written. 
  
  
                                  NEWS AMERICA INCORPORATED 
  
  
                                  By:  /s/ JANET L. NOVA
                                      ---------------------------------
                                      Name:  JANET L. NOVA
                                      Title: VICE PRESIDENT
  
  
                                  NEWS  PLD LLC 
  
  
                                  By:  /s/ JANET L. NOVA
                                      ---------------------------------
                                      Name:  JANET L. NOVA
                                             PRESIDENT AND SECRETARY 
  
  
                                  PLD TELEKOM INC. 
  
  
                                  By:  /s/ E. CLIVE ANDERSON
                                      ---------------------------------
                                      Name:   E. CLIVE ANDERSON 
                                      Title:  SENIOR VICE PRESIDENT,  
                                                SECRETARY AND 
                                                GENERAL COUNSEL 





                                                                 EXHIBIT 8


                                     WARRANT
  
                           TO PURCHASE COMMON STOCK OF
                          PETERSBURG LONG DISTANCE INC.
  
                             EXPIRING JUNE 22, 1999
  
 THIS IS TO CERTIFY THAT Cable & Wireless ("C&W"), or registered assigns, is
 entitled to purchase from Petersburg Long Distance Inc., an Ontario, Canada
 corporation (the "Company"), at any time, all or any part of 250,000 duly
 authorized, validly issued, fully paid and nonassessable shares of Common
 Stock of the Company, no par value per share ("Common Stock"), at a
 purchase price equal to Canadian $11.3125 per share (the "Purchase Price"),
 subject to adjustment as set forth herein, and is entitled also to exercise
 the other appurtenant rights, powers and privileges hereinafter set forth. 
  
  
               THE EXERCISE AND TRANSFER OF THIS WARRANT ARE 
              RESTRICTED BY THE PROVISIONS OF SECTION 3 HEREOF 
  
           Section 1.     Exercise of Warrant.
  
           To exercise this Warrant in whole or in part, the holder hereof
 shall deliver to the Company at its principal office in Toronto, Ontario,
 in Canada, (a) a written notice, in substantially the form of the
 Subscription Notice appearing at the end of this Warrant, of such holder's
 election to exercise this Warrant, which notice shall specify the number of
 shares of Common Stock to be purchased, (b) cash or a certified check
 payable to the Company in an amount equal to the aggregate purchase price
 of the number of shares of Common Stock being purchased and (c) this
 Warrant.  The Company shall as promptly as practicable, and in any event
 within 15 days thereafter, execute and deliver or cause to be executed and
 delivered, in accordance with such notice, a certificate or certificates
 representing the aggregate number of shares of Common Stock specified in
 such notice.  The stock certificate or certificates so delivered shall be
 in the denomination of 100 shares each or such lesser or greater
 denomination as may be specified in such notice, and subject to compliance
 with Section 3 hereof, and shall be issued in the name of such holder or
 such other name as shall be designated in such notice.  Subject to the
 foregoing, such certificate or certificates shall be deemed to have been
 issued and such holder or any other person so designated to be named
 therein shall be deemed for all purposes to have become a holder of record
 of such shares as of the date such notice is received by the Company as
 aforesaid.  If this Warrant shall have been exercised only in part, the
 Company shall, at the time of delivery of said certificate or certificates,
 deliver to such holder a new Warrant evidencing the rights of such holder
 to purchase the remaining shares of Common Stock called for by this
 Warrant, which new Warrant shall in all other respects be identical to this
 Warrant, or, at the request of such holder, appropriate notation may be
 made on this Warrant and the same returned to such holder.  The Company
 shall pay all expenses, taxes and other charges payable in connection with
 the preparation, issue and delivery of such stock certificates and new
 Warrants, except that, in case such stock certificates or new Warrants,
 shall be registered in a name or names other than the name of the holder of
 this Warrant, funds sufficient to pay all stock transfer taxes payable upon
 the issuance of such stock certificate or certificates or new Warrants
 shall be paid by the holder hereof at the time of delivering the notice of
 exercise mentioned above. 
  
           All shares of Common Stock issued upon the exercise of this
 Warrant shall be validly issued, fully paid and nonassessable and, if the
 Common Stock is then listed on a national securities exchange, shall be
 duly listed thereon. 
  
           Section 2.     TRANSFER, DIVISION AND COMBINATION.
  
           The Company agrees to maintain at its principal office in
 Toronto, Ontario, in Canada, books for the registration and transfer of the
 Warrant, and, subject to the provisions of Section 3 hereof, this Warrant
 and all rights hereunder are transferable, in whole, on such books at such
 office, upon surrender of this Warrant at such office, together with a
 written assignment of this Warrant duly executed by the holder hereof or
 his agent or attorney and funds sufficient to pay any stock transfer taxes
 payable upon the making of such transfer.  Upon such surrender and payment,
 the Company shall execute and deliver a new Warrant or Warrants in the name
 of the assignee or assignees and in the denominations specified in such
 instrument of assignment, and this Warrant shall promptly be cancelled.  If
 and when this Warrant is assigned in blank, the Company may (but shall not
 be obliged to) treat the bearer hereof as the absolute owner of this
 Warrant for all purposes, and the Company shall not be affected by any
 notice to the contrary.  A Warrant may be exercised by a new holder for the
 purchase of shares of Common Stock without having a new Warrant issued. 
  
           This Warrant may be divided or combined with other Warrants upon
 presentation hereof at such principal office in Toronto, Ontario, in
 Canada, together with a written notice specifying the names and
 denominations in which new Warrants are to be issued, signed by the holder
 hereof or his agent or attorney.  Subject to compliance with the preceding
 paragraph as to any transfer that may be involved in such division or
 combination, the Company shall execute and deliver a new Warrant or
 Warrants in exchange for the Warrant or Warrants to be divided or combined
 in accordance with such notice. 
  
           Section 3.     RESTRICTIONS ON EXERCISE AND TRANSFER OF WARRANTS
                          AND COMMON STOCK.  
  
           This Warrant shall be exercisable (a) only under circumstances
 such that the issue of Common Stock issuable upon such exercise is exempt
 from the requirements of registration under the United States Securities
 Act of 1933, as amended (or any similar statute then in effect) (the "1933
 Act") and any applicable state securities law or (b) upon registration of
 such Common Stock in compliance therewith.  This Warrant shall be
 transferable only under circumstances such that the transfer is exempt from
 the requirements of registration under the 1933 Act and any applicable
 state securities law.  In addition, this Warrant and any shares of Common
 Stock issued upon exercise hereof shall only be transferable in accordance
 with applicable Canadian provincial securities legislation.  By acceptance
 hereof, the holder agrees to comply with such legislation. 
  
           Before any transfer or attempted transfer of all or any part of
 this Warrant or such Common Stock, the holder hereof or thereof shall give
 the Company written notice of its intention so to do describing briefly the
 manner of any such proposed transfer.  Promptly after receiving such
 written notice, the Company shall present copies thereof to Company counsel
 and to any special counsel designated by the holder.  If, in the opinion of
 counsel for the Company and counsel, if any, for the holder, the proposed
 transfer may be effected without registration under the 1933 Act and any
 applicable state securities law of any such securities and may be effected
 in compliance with Canadian provincial securities legislation, the Company,
 as promptly as practicable, shall notify the holder of such opinion,
 whereupon the securities proposed to be transferred may be transferred in
 accordance with the terms of such notice.  The Company shall not be
 required to effect any such transfer before the receipt of such favourable
 opinion or opinions or the effectiveness of registration. 
  
           Section 4.     CERTAIN COVENANTS.
  
           The Company covenants and agrees that it will at all times
 reserve and set apart and have, free from preemptive rights, a number of
 shares of authorized but unissued Common Stock, or other stock or
 securities deliverable pursuant to this Warrant, sufficient to enable it at
 any time to fulfil all its obligations hereunder. 
  
           Section 5.     NOTICES.
  
           In case the Company proposes 
  
           (a)  to pay any dividend payable in stock (of any class or
      classes) or in Convertible Securities, as defined below, upon its
      Common Stock or make any distribution (other than ordinary cash
      dividends) to the holders of its Common Stock, or
  
           (b)  to grant to the holders of its Common Stock generally any
      rights or options,  or
  
           (c)  to effect any capital reorganization or reclassification of
      capital stock of the Company, or
  
           (d)  to consolidate with, or merger into, any other corporation
      or to transfer its property as an entirety or substantially as an
      entirety, or
  
           (e)  to effect the liquidation, dissolution or winding up of the
      Company, 
  
 then the Company shall cause notice of any such intended  action  to  be 
 given  to  all  holders  of record of outstanding Warrants not less than 30
 days before the date on which the transfer books of the Company shall close
 or a record be taken for such stock dividend, distribution or granting of
 rights or options, or the date when such capital reorganization,
 reclassification, consolidation, merger, transfer, liquidation, dissolution
 or winding up shall be effective, as the case may be. 
  
           Any notice or other document required or permitted to be given or
 delivered to holders of record of Warrants shall be mailed first-class
 postage prepaid to each such holder at the last address shown on the books
 of the Company maintained for the registry and transfer of the holders of
 record of Common Stock issued pursuant to Warrants shall be mailed first-
 class postage prepaid to each such holder at such holder's address as the
 same appears on the stock records of the Company.  Any notice or other
 document required or permitted to be given or delivered to the Company
 shall be mailed first-class postage prepaid to the principal office of the
 Company, at Toronto, Ontario, in Canada, or delivered to the office of one
 of the Company's executive officers at such address, or such other address
 within the United States of America as shall have been furnished by the
 Company to the holders of record of such Warrants and the holders of record
 of such Common Stock. 
  
           Section 6.     LIMITATION OF LIABILITY; NOT SHAREHOLDERS.
  
           No provision of this Warrant shall be construed as conferring
 upon the holder hereof the right to vote or to consent or to receive
 dividends or to receive notice as a shareholder in respect of meetings of
 shareholders for the election of directors of the Company or any other
 matter whatsoever as shareholders of the Company.  No provision hereof, in
 the absence of affirmative action by the holder hereof to purchase shares
 of Common Stock, and no mere enumeration herein of the rights or privileges
 of the holder hereof, shall give rise to any liability of such holder for
 the purchase price as a shareholder of the Company, whether such liability
 is asserted by the Company, creditors of the Company or others. 
  
           Section 7.     LOSS, DESTRUCTION, ETC. OF WARRANT.
  
           Upon receipt of evidence satisfactory to the Company of the loss,
 theft, mutilation or destruction of any Warrant, and in the case of any
 such loss, theft or destruction upon delivery of a bond of indemnity in
 such form and amount as shall be reasonably satisfactory to the Company, or
 in the event of such mutilation
 upon surrender and cancellation of the
 Warrants, the Company will make and deliver a new Warrant, of like tenor,
 in lieu of such lost, stolen, destroyed or mutilated Warrant.  Any Warrant
 issued under the provisions of this Section 7 in lieu of any Warrant
 alleged to be lost, destroyed or stolen, or of any mutilated Warrant, shall
 constitute an original contractual obligation on the part of the Company. 
  
           Section 8.     Exercise of Warrant.
  
           This Warrant shall become exercisable immediately upon its
 issuance to the initial holder. 
  
           Section 9.     ADJUSTMENT OF NUMBER OF SHARES ISSUABLE
                          PURSUANT TO THIS WARRANT.     
  
           A "Unit" shall consist initially of one share of Common Stock of
 the Company as such stock is constituted on the date of this Warrant.  The
 number of shares of Common Stock comprising a Unit shall be subject to
 adjustment from time to time as follows: 
  
           (a)  Effect of "Split-ups" and "Split-downs"; Stock Dividends. 
 If at any time or from time to time the Company shall subdivide as a whole,
 by reclassification, by the issuance of a stock dividend on the Common
 Stock payable in Common Stock, or otherwise, the Common Stock comprising a
 Unit that may be purchased hereunder shall be increased proportionately as
 of the effective or record date of such action.  The issuance of such a
 stock dividend shall be treated as a subdivision of the whole number of
 shares of Common Stock outstanding immediately before the record date for
 such dividend into a number of shares equal to such whole number of shares
 so outstanding plus the number of shares issued as a stock dividend.  In
 case at any time or from time to time the Company shall combine as a whole,
 by reclassification or otherwise, the number of shares of Common Stock then
 outstanding into a lesser number of shares of Common Stock, with or without
 par value, the number of shares of Common Stock comprising a Unit which may
 be purchased hereunder shall be reduced proportionately as of the effective
 date of such action.
  
           (b)  Effect of Certain Dividends.  If on any date the Company
 makes a distribution to holders of its Common Stock (including any such
 distribution made in connection with a consolidation or merger in which the
 Company is the continuing corporation) of evidences of its indebtedness or
 assets, the number of shares of Common Stock theretofore comprising a Unit
 shall be adjusted as of the close of business on said date to a number
 determined by multiplying the number of shares theretofore comprising a
 Unit by a fraction, the numerator of which shall be the lesser of the
 Current Price or the Market Price immediately prior to such distribution,
 and the denominator of which shall be the lesser of such Current Price or
 Market Price minus the fair market value (as determined in good faith by
 the Board of Directors of the Company) of the portion of the assets or
 evidences of indebtedness so to be distributed to one share of Common
 Stock.
  
           (c)  Effect of Merger or Consolidation.  If the Company shall,
 while this Warrant remains outstanding, enter into any consolidation with
 or merger into any other corporation wherein the Company is not the
 continuing corporation, or wherein securities of a corporation other than
 the Company are distributable to holders of Common Stock of the Company, or
 sell or convey its property as an entirety or substantially as an entirety,
 and in connection with such consolidation, merger, sale or conveyance,
 shares of stock or other securities shall be issuable or deliverable in
 exchange for the Common Stock of the Company, the holder of this Warrant
 shall thereafter be entitled to purchase pursuant to this Warrant (in lieu
 of the number of shares of Common Stock that such holder would have been
 entitled to purchase or acquire immediately before the effective date of
 such consolidation, merger, sale or conveyance), the shares of stock or
 other securities to which such number of shares of Common Stock would have
 been entitled at the time of such consolidation, merger, sale or
 conveyance, at an aggregate purchase price equal to that which would have
 been payable if such number of shares of Common Stock had been purchased
 upon exercise of a Warrant immediately prior thereto.  In case of any such
 consolidation, merger, sale or conveyance, appropriate provision (as
 determined by a resolution of the Board of Directors of the Company) shall
 be made with respect to the rights and interests thereafter of the holders
 of this Warrant, to the end that all the provisions of this Warrant
 (including adjustment provisions) shall thereafter be applicable as nearly
 as reasonably practicable, in relation to such stock or other securities.
  
           (d)  Reorganization and Reclassification.  In case of any capital
 reorganisation or any reclassification of the capital stock of the Company
 (except as provided in Section 9(a)) while this Warrant remains
 outstanding, the holder of this Warrant shall thereafter be entitled to
 purchase pursuant to this Warrant (in lieu of the number of shares of
 Common Stock immediately before such reorganization or reclassification)
 the shares of stock of any class or classes or other securities or property
 to which such number of shares of Common Stock would have been entitled at
 the time of such consolidation, merger, sale or conveyance, at an aggregate
 purchase price equal to that which would have been payable if such number
 of shares of Common Stock had been purchased immediately before such
 reorganization or reclassification.  In case of any such reorganization or
 reclassification, appropriate provision (as determined by resolution of the
 Board of Directors of the Company) shall be made with respect to the rights
 and interests thereafter of the holders of this Warrant, to the end that
 all the provisions of this Warrant (including adjustment provisions) shall
 thereafter be applicable, as nearly as reasonably practicable, in relation
 to such stock or other securities or property.
  
           (e)  Adjustment of Unit after a "Diluting Issue".  If on any date
 on or after the date of this Warrant any additional shares of Common Stock
 (other than shares issued upon exercise of this Warrant) shall be issued in
 connection with a rights offering to shareholders of the Company (a "Rights
 Offering") for a consideration per share (or, in the case of any
 transactions contemplated in paragraph (1) of this Section 9(e), shall be
 deemed to be issued for a Presumed Consideration per share) less than 95%
 of the Market Price on the date such Common Stock was issued or deemed to
 have been issued, the number of shares of Common Stock therefore comprising
 a Unit shall be adjusted as at the close of business on such date to a
 number equal to the product (computed to the nearest ten thousandth of a
 share) resulting from the multiplication of (i) the total number of shares
 of Common Stock comprising a Unit immediately before such adjustment by
 (ii) a fraction, the numerator of which is (x) the total number of shares
 of Common Stock outstanding immediately before such issue plus the  number
 of additional shares being issued, and the denominator of which is (y) the
 total number of shares of Common Stock outstanding immediately prior to
 such issue plus the number of shares of Common Stock that the aggregate
 consideration received (or, without duplication, the Presumed Consideration
 deemed to have been received) for the total number of additional shares so
 issued would purchase at the Market Price on such date, excluding from both
 the numerator and denominator of such fraction shares of Common Stock
 issuable pursuant to exercise of this Warrant.
  
           For the purpose of this Section 9(e), the following provisions
 shall be applicable with respect to the issuance of additional shares of
 Common Stock pursuant to a Rights Offering, and the computation set forth
 in the immediately preceding paragraph: 
  
           (1)  Rights below Market Price.  In case the Company shall on or
      after the date of this Warrant grant any rights pursuant to a Rights
      Offering to subscribe for or to purchase additional shares of Common
      Stock and the Presumed Consideration per share received and receivable
      by the Company for such additional shares under such Rights Offering
      shall be less than 95% of the Market Price in effect at such time, the
      maximum number of additional shares of Common Stock issuable pursuant
      to such rights shall be deemed to have been issued as of the date of
      the granting of such rights, and the Company shall be deemed to have
      received the Presumed Consideration therefor.  No adjustment (except
      as provided in paragraph (2) of this Section 9(e)) shall be made upon
      the actual issuance of Common Stock upon the exercise of rights
      granted pursuant to such Rights Offering.
  
           (2)  Superseding Adjustment of Number of Shares of Common Stock
      Comprising a Unit.  If, at any time after any adjustment of the shares
      of Common Stock comprising a Unit shall have been made on the basis of
      shares of Common Stock deemed to be issued by reason of the provisions
      of the foregoing paragraph (1) of this Section 9(e) on the basis of
      the granting of certain rights pursuant to a Rights Offering, or after
      any new adjustments of the shares of Common Stock comprising a Unit
      shall have been made on the basis of shares of Common Stock deemed to
      be issued by reason of the provisions of this paragraph (2), such
      rights shall expire, and a portion of such rights shall not have been
      exercised, then such previous adjustment shall be rescinded and
      annulled and the shares of Common Stock that were deemed to have been
      issued by virtue of the computation made in connection with the
      adjustment so rescinded and annulled, shall no longer be deemed to
      have been issued by virtue of such computation.  Thereupon, a re-
      computation shall be made of the effect of such rights on the basis
      of:
  
                (i)  treating the number of additional shares of Common
           Stock, if any, theretofore actually issued pursuant to the
           exercise of such expired rights as having been issued on the date
           or dates of such exercise for the consideration actually received
           therefor (computed as provided in paragraph (3) of this Section
           9(e)), and
  
                (ii) treating the maximum number of additional shares of
           Common Stock, if any, thereafter issuable pursuant to the
           previous exercise of such rights as having been issued as of the
           date of the granting of such rights and treating the Presumed
           Consideration therefor as received as of such date;
  
 and, on such basis, such new adjustment, if any, of the number of shares of
 Common Stock comprising a Unit shall be made as may be required by the
 first paragraph of this Section 9(e), which new adjustment shall supersede
 the previous adjustment so rescinded and annulled for the Warrant exercised
 after such new adjustment. 
  
           (3)  Computation of Consideration and Presumed Consideration. 
      For the purposes of this Section 9:
  
                (i)  The consideration received by the Company upon the
           actual issuance of additional shares of Common Stock shall be
           deemed to be the sum of the amount of cash and the fair value of
           property (as determined in good faith by resolution of the Board
           of Directors of the Company as at the time of issue or "deemed
           issue" in the case of the following paragraph (ii)) received or
           receivable by the Company as the consideration or part of the
           consideration (v) at the time of issuance of the Common Stock,
           (w) for the issuance of any rights upon the exercise of which
           such Common Stock was issued and (x) at the time of the actual
           exercise of such right upon the exercise of which such Common
           Stock was issued, in each case without deduction for commissions
           and expenses incurred by the Company for any underwriting of, or
           otherwise in connection with the issue or sale of such rights or
           Common Stock, but after deduction of any sums paid by the Company
           in cash upon the exercise of, and pursuant to, such rights in
           respect of fractional shares of Common Stock;
  
                (ii) The consideration deemed to have been received by the
           Company for additional shares of Common Stock deemed to be issued
           pursuant to rights granted pursuant to a Rights Offering by
           reason of transactions of the character described in this Section
           9(e) (herein called the "Presumed Consideration" therefor) shall
           be the consideration (determined as provided in the foregoing
           paragraph (i)) that would be received or receivable by the
           Company at or before the actual issue of such shares of Common
           stock so deemed to be issued, if all rights necessary to effect
           the actual issue of the number of shares deemed to have been
           issued and been exercised and the minimum consideration received
           or receivable by the Company upon such exercise had been
           received; all computed without regard to the possible future
           effect on anti-dilution provisions on such rights.
  
           (f)  Statement of Adjustment of Unit and Current Price.  Whenever
 the number of shares of Common Stock comprising a Unit is adjusted pursuant
 to any of the foregoing provisions of this Section 9, the Company shall
 promptly prepare a written statement signed by the President of the
 Company, setting forth the adjustment in the number of shares comprising a
 Unit purchasable hereunder, determined as provided in this Section, and the
 amount of the then effective Current Price, and in reasonable detail the
 facts requiring such adjustment and the calculation thereof.  Such
 treatment shall be filed among the permanent records of the Company and a
 copy thereof shall be furnished to any holder of this Warrant without
 request and shall at all reasonable times during business hours be open to
 inspection by such holders.  The Company shall also promptly cause a
 notice, stating that such an adjustment has been effected and setting forth
 the increased or decreased number of shares purchasable and the amount of
 the then effective Current Price, to be mailed, first-class postage
 prepaid, to the holders of record of this Warrant. 
  
           (g)  Determination by the Board of Directors.  All determinations
 by the Board of Directors of the Company under the provisions of this
 Section 9 shall be made in good faith with due regard to the interests of
 the holders of this Warrant and the other holders of securities of the
 Company and in accordance with good financial practice, and all valuations
 made by the Board of Directors of the Company under the terms of this
 Section 9 must be made with due regard to any market quotations of
 securities involved in, or related to, the subject of such valuation.
  
           For all purposes of this Section 9 and this Warrant, unless the
 context otherwise requires, the following terms have the following
 respective meanings: 
  
           "Common Stock":  (i) the Company's presently authorized Common
 Stock as such class exists on the date of this Warrant, (ii) securities
 issued upon exercise of this Warrant, and (iii) stock of the Company of any
 class thereafter authorized that ranks, or is entitled to a participation,
 as to assets or dividends, substantially on a parity with Common Stock. 
  
           "Company":  Petersburg Long Distance Inc., an Ontario, Canada
 corporation, and any other corporation assuming the Company's obligations
 with respect to this Warrant pursuant to this Section 9. 
  
           "Current Price":  per share of Common Stock, the amount equal to
 the quotient resulting from dividing (i) the Purchase Price per Unit herein
 provided by (ii) the number of shares (including any fractional share) of
 Common Stock comprising a Unit on such date. 
  
           "Market Price ":  per share of Common Stock at any date, 100 % of
 the average of the daily market prices for 30 consecutive business days
 commencing 45 business days before such date to holders of Common Stock of
 the Company generally.  The market price for each such business day shall
 be the last sale price on such day as reported on the consolidated
 transaction reporting system for the Toronto Stock Exchange or the
 principal securities exchange on which the Common Stock is then listed or
 admitted to trading, or, if no sale takes place on such day or on any such
 exchange, the average of the closing bid and asked prices on such day as so
 reported, or, if the Common Stock is not then listed or admitted to trading
 on any stock exchange, the market price for each such business day shall be
 the average of the reported closing bid and asked prices on such day in the
 over-the-counter market, as reported by the National Association of
 Securities Dealers Automated Quotation Service.  If the Common Stock is not
 traded in the over-the-counter market, the market price shall be determined
 by the Company's Board of Directors in their good faith business judgment. 
  
           "Presumed Consideration":  the meaning specified in Section
 9(e)(3)(ii). 
  
           Section 10.    GOVERNING LAW.
  
           This Warrant shall be governed by the laws of the Province of
 Ontario, Canada without regard to its conflict of laws principles or rules. 
  
  
  
           IN WITNESS WHEREOF, the Company has caused this Warrant to be
 signed in its name by its duly authorized officer. 
  
 Dated:  June 28, 1995 
  
                               PETERSBURG LONG DISTANCE INC.  
  
  
                               By: /s/ CLAYTON A. WAITE    
                                  --------------------------
                               Name:   CLAYTON A. WAITE 
                               Title:  SENIOR VICE PRESIDENT 
  
  

                          SUBSCRIPTION NOTICE 
  
           The undersigned, the holder of the foregoing Warrant, hereby
 elects to exercise purchase rights represented by such Warrant for, and to
 purchase thereunder, ________ shares of the Common Stock covered by such
 Warrant and herewith makes payment in full therefore of U.S. $_______ cash
 and requests that certificates for such shares (and any securities or
 property deliverable upon such exercise) be issued in the name of and
 delivered to __________ whose address is ____________________. 
  
           The undersigned agrees that, in the absence of an effective
 registration statement with respect to Common Stock issued upon this
 exercise, the undersigned is acquiring such Common Stock for investment and
 not with a view to distribution thereof and that the certificate or
 certificates representing such Common Stock may bear a legend substantially
 as follows:  "The shares represented by this certificate have not been
 registered under the United States Securities Act of 1933, as amended, and
 may not be transferred except as provided in Section 3 of the Warrant to
 purchase Common Stock of Petersburg Long Distance Inc. expiring June 22,
 1999. 
  
           The undersigned also agrees to comply with all applicable
 Canadian provincial securities laws relating to the transfer or other
 disposition of such Common Stock. 
  
  
  
 Dated:                             ______________________________
                                    Signature guaranteed: 

  

                                 ASSIGNMENT 
  
  
           FOR  VALUE  RECEIVED, the undersigned hereby sells, assigns and
 transfers unto______________ the rights represented by the foregoing
 Warrant of ____________ and appoints ______________ attorney to transfer
 said rights on the books of said corporation, with full power of
 substitution in the premises. 
  
  
 Dated:    August 14, 1998           /s/ R. F. MORTIMER     
                                     -----------------------------    
                                     Signature guaranteed: 
  
  
 NOTICE:  The signature to this assignment must correspond with the name as
 written upon the face of the within Warrant in every particular, without or
 enlargement or any change whatever. 
  





                                                              Exhibit 9


                                 ASSIGNMENT 
  
  
           THIS ASSIGNMENT (this "Assignment"), dated as of April 23, 1998,
 by and between News America Incorporated, a corporation organized under the
 laws of Delaware ("Assignor"), and News PLD LLC, a limited liability
 company organized under the laws of Delaware ("Assignee") (unless otherwise
 defined herein, all capitalized terms used herein shall have the meanings
 given them in the Stock Purchase Agreement referenced below). 
  
                                WITNESSETH: 
  
           WHEREAS, the Assignor and Cable & Wireless plc, a public limited
 company registered under the laws of England ("C&W"), have entered into
 that certain Stock Purchase Agreement, dated as of April 19, 1998 (the
 "Stock Purchase Agreement"), which provides for the sale by C&W and Navona
 Communications Corporation Ltd. (a direct wholly owned subsidiary of C&W),
 a corporation organized under the laws of Bermuda, and the purchase by
 Assignor, of the PLD Interest; and 
  
           WHEREAS, the Assignor and PLD Telekom Inc., a corporation
 organized under the laws of Delaware ("PLD"), have entered into that
 certain Asset Exchange Agreement, dated as of April 19, 1998 (the "Asset
 Exchange Agreement"; the Asset Exchange Agreement and the Stock Purchase
 Agreement are collectively referred herein as the "Acquisition Agreements"
 and the transactions contemplated thereby are collectively referred to
 herein as the "Acquisition"), which provides for the exchange by Assignor
 of the Holdings Shares with PLD for the New PLD Shares (as defined in the
 Asset Exchange Agreement); and 
  
           WHEREAS, in connection with the Acquisition, Assignor desires to
 assign
 all of its right, title and interest in and to the Acquisition
 Agreements, and Assignee desires to accept such assignment and assume the
 obligations of Assignor thereunder; and 
  
           NOW, THEREFORE, in consideration of the premises and of the
 mutual covenants and agreements herein contained, the parties agree as
 follows: 
  
           1.   Assignment of Acquisition Agreements 
  
           (a) Assignor hereby assigns all of its right, title and interest
 in, under and to the Acquisition Agreements to Assignee. 
  
           (b) Assignee hereby accepts the foregoing assignment and assumes
 and agrees to pay, perform and discharge all obligations under the
 Acquisition Agreements on the part of the Assignor to be paid, performed
 and discharged from and after the date hereof.  The Assignor hereby agrees
 and acknowledges that it shall remain jointly and severally liable with the
 Assignee under the Acquisition Agreements. 
  
           2.   Miscellaneous 
  
           (a)  Amendment and Modification.  Subject to applicable law, this
 Assignment may be amended, modified or supplemented only by written
 agreement signed by the parties hereto. 
  
           (b)  Waiver of Compliance; Consents.  Except as otherwise
 provided in this Assignment, any failure of either of the parties hereto to
 comply with any obligation, covenant, agreement or condition herein may be
 waived by the party entitled to the benefits thereof only by a written
 instrument signed by the party granting such waiver, but such waiver shall
 not operate as a waiver of, or estoppel with respect to, any subsequent or
 other failure. 
  
           (c)  Assignment.  This Assignment and all of the provisions
 hereof shall be binding upon and inure to the benefit of the parties hereto
 and their respective successors and permitted assigns. 
  
           (d)  Further Assurances.  In connection with this Assignment,
 each party shall execute and deliver any additional documents and
 instruments and perform any additional acts that may be necessary or
 appropriate to effectuate and perform the provisions of this Assignment. 
  
           (e)  Governing Law.  This Assignment shall be governed by and
 construed in accordance with the laws of the State of New York (regardless
 of the laws that might otherwise govern under applicable Delaware
 principles of conflicts of law) as to all matters, including but not
 limited to matters of validity, construction, effect, performance and
 remedies. 
  
           (f)  Counterparts.  This Assignment may be executed in two or
 more counterparts, each of which shall be deemed an original, but all of
 which together shall constitute one and the same instrument.           

           IN WITNESS WHEREOF, the parties hereto have cause this Assignment
 to be executed by their respective representatives, thereunto duly
 authorized, as of the day and year first above written. 
  
  
                          NEWS AMERICA INCORPORATED 
  
  
                          By:  /s/ JANET L. NOVA                             
                              ---------------------------------------
                               Name:  JANET L. NOVA  
                               Title: VICE PRESIDENT
  
  
                          NEWS  PLD LLC 
  
  
                          By:  /s/ JANET L. NOVA                             
                              ---------------------------------------
                               Name:  JANET L. NOVA                      
                               Title: PRESIDENT AND SECRETARY 




                                                                 Exhibit 10 
  
                         AGREEMENT OF JOINT FILING 
  
           Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of
 1934, the undersigned hereby consent to the joint filing on their behalf of
 a single Schedule 13D and any amendments thereto, with respect to the
 ownership by each of the undersigned of shares of Common Stock of PLD
 Telekom Inc.  The undersigned hereby further agree that this statement may
 be executed in any number of counterparts, each of which when so executed
 shall be deemed to be an original, but all of which counterparts shall
 together constitute one and the same instrument. 
  
 Dated:  August 24, 1998 
  
                                 THE NEWS CORPORATION LIMITED 
  
  
                                 By: /s/  ARTHUR M. SISKIND             
                                    -------------------------------------
                                    Name:  ARTHUR M. SISKIND 
                                    Title: DIRECTOR 
  
  
                                 NEWS AMERICA INCORPORATED 
  
                                 By: /s/  ARTHUR M. SISKIND             
                                    -------------------------------------
                                    Name:  ARTHUR M. SISKIND 
                                    Title: DIRECTOR 
  
                                 NEWS PLD LLC 
  
  
                                 By: /s/  LAWRENCE JACOBS              
                                    ------------------------------------
                                    Name:  LAWRENCE JACOBS 
                                    Title: VICE PRESIDENT 
  
  
                                    /s/  K. RUPERT MURDOCH                 
                                    ------------------------------------
                                    K. RUPERT MURDOCH