UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE
COMMISSION

OMB Number:
3235-0145

Washington, D.C. 20549

Expires: December 31, 2005

SCHEDULE 13D

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Introductory Statement

This Amendment No. 5 to the Statement on Schedule 13D (this “Amendment”) relates to shares of common stock, 0.005 rubles nominal value (the “Common Stock”), of Open Joint Stock Company “Vimpel-Communications” (“VimpelCom”), a Russian open joint stock company.  This Amendment No. 5 amends and supplements the initial Statement on Schedule 13D, dated February 11, 2002; Amendment No. 1 thereto, dated June 5, 2002; Amendment No. 2 thereto, dated November 27, 2002; Amendment No. 3 thereto, dated June 30, 2003; and Amendment No. 4 thereto, dated September 4, 2003 (collectively, the “Initial Statement” and together with the Amendment, the “Statement”), filed by the Reporting Persons (as defined herein).  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement.

On August 19, 2004, Eco Holdings Limited (“Eco Holdings”) transferred 100% of its interests in Eco Telecom Limited (“Eco Telecom”) to Alfa Telecom Limited (“Alfa Telecom”) in exchange for a cash payment and the forgiveness of certain debt.  Subsequent to such transfer, Eco Holdings distributed a dividend to its shareholders, including Grand Financial Holding S.A. (“Grand Financial Holding”), in an aggregate amount equal to the cash component of the consideration received by Eco Holdings from Alfa Telecom for such transfer.  The shareholders of Eco Holdings, including Grand Financial Holding, have used such dividend received from Eco Holdings to subscribe for shares in Alfa Telecom (such transfer, dividend distribution and share subscription transactions, collectively, the “Transaction”).  Grand Financial Holding does not have blocking power with respect to matters affecting the management and policies of Alfa Telecom, whether in its capacity as shareholder of Alfa Telecom or otherwise, similar to that which it has as a shareholder of Eco Holdings.  Therefore, and as a result of the Transaction, the Reporting Persons no longer are the beneficial owners of, and no longer have shared or sole power to direct the voting or disposition of, the Common Stock held for the account of Eco Telecom.

The Initial Statement is hereby amended as follows.  Any statement contained in the Initial Statement shall be deemed to be modified or superceded for purposes of the Statement to the extent that a statement contained in this Amendment modifies or supercedes such statement therein.

Item 2.

Identity and Background

This Statement is being filed jointly by each of the persons listed below (collectively, the “Reporting Persons”), and relates to the Common Stock held for the account of Eco Telecom.  The agreement between the Reporting Persons relating to the joint filing of this Statement is attached as Exhibit 99.1 to the original Statement on Schedule 13D, dated February 11, 2002, filed by the Reporting Persons.

The Reporting Persons

(i)

Grand Financial Holding S.A.;

(ii)

Grand Financial Group Ltd.;

(iii)

Continental Holding Foundation; and

(iv)

Gleb Fetisov.

Grand Financial Holding is a Luxembourg company with its principal business address at Boulevard Royal 11, Luxembourg L-2449.  The principal business of Grand Financial Holding is to function as a holding company.  Grand Financial Holding owns a minority interest in both of Eco Holdings and Alfa Telecom.

Grand Financial Group Ltd. is a British Virgin Islands company with its principal business address at Mitteldorf 1, P.O. Box 838, FL-9490 Vaduz, Principality of Liechtenstein.  The principal business of Grand Financial Group Ltd. is to function as a holding company.  In addition, Grand Financial Group Ltd. also engages in trading and investment management and provides consulting services.  Grand Financial Group Ltd. is the majority owner of Grand Financial Holding.

Continental Holding Foundation is a Liechtenstein foundation with its principal business address at Mitteldorf 1, P.O. Box 838, FL-9490 Vaduz, Principality of Liechtenstein.  The principal business of Continental Holding Foundation is investment and management of the assets and capital of the foundation for the benefit of Gleb Fetisov.  Continental Holding Foundation is the sole owner of Grand Financial Group Ltd.

Gleb Fetisov, a Russian citizen whose business address is Pozharsky per., 11-6, Moscow, Russia, is the sole beneficiary of Continental Holding Foundation.  Gleb Fetisov’s principal occupation is serving as a Member of the Russian Federation Council.

Current information concerning the identity and background of the directors and officers of each of the Reporting Persons, as applicable, is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2.

During the past five years, none of the Reporting Persons and, to the best of the Reporting Persons’ knowledge, no other person identified in response to this Item 2 has been (a) convicted in a criminal proceeding or (b) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it or he or she 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 violation with respect to such laws.

Item 5.

Interest in Securities of the Issuer

The information set forth in Items 4 and 6 of the Statement is hereby incorporated by reference into this Item 5.  Item 5 is hereby amended and restated in its entirety as follows:

(a) and (b)              As described in the Introductory Statement to this Amendment, which is incorporated by reference in response to this Item 5, following the completion of the Transaction, the Reporting Persons no longer are the beneficial owners of, and no longer have shared or sole power to direct the voting or disposition of, the Common Stock held for the account of Eco Telecom.  To the best of the Reporting Persons’ knowledge, none of the persons named in Item 2 beneficially owns any Common Stock.

(c)           To the best of the Reporting Persons’ knowledge, there have been no transactions effected with respect to shares of Common Stock during the past 60 days by any of the persons named in response to Item 2.

(d)           Not applicable.

(e)           Each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the shares of Common Stock as of August 19, 2004.

Item 7.

Material to Be Filed as Exhibits

The Exhibit Index is incorporated herein by reference.

Date:

August 19, 2004

GRAND FINANCIAL HOLDING S.A.

By:

/s/ Pavel Kulikov

Name:

Pavel Kulikov

Title:

Attorney-in-Fact

Date:

August 19, 2004

GRAND FINANCIAL GROUP LTD.

By:

/s/ Pavel Kulikov

Name:

Pavel Kulikov

Title:

Attorney-in-Fact

Date:

August 19, 2004

CONTINENTAL HOLDING FOUNDATION

By:

/s/ Pavel Kulikov

Name:

Pavel Kulikov

Title:

Attorney-in-Fact

Date:

August 19, 2004

GLEB FETISOV

By:

/s/ Pavel Kulikov

Name:

Pavel Kulikov

Title:

Attorney-in-Fact

Name/Title/Citizenship

Principal Occupation

Business Address

Geoffrey Piers Hemy,
Director
(United Kingdom)

Director, Grand Financial Holding S.A.

11, Boulevard Royale, L-2449
Luxembourg

Cindy Reiners,
Director
(Luxembourg)

Director, Grand Financial Holding S.A.

11, Boulevard Royale, L-2449 Luxembourg

Alexander V. Kolonin,
Director
(Russia)

Director, Grand Financial Holding S.A.

13/3 Sadovaya-Chernogryazskaya,
105064 Moscow,
Russia

Name/Title/Citizenship

Principal Occupation

Business Address

Geoffrey Piers Hemy,
Director
(United Kingdom)

Director of Grand Financial Holding S.A.

11, Boulevard Royale,
L-2449 Luxembourg

Irene G. Spoerry,
Director
(Switzerland)

Managing Director, Trident Fiduciaries (Middle East) Ltd.

Cassandra Centre, 29
Theklas Lyssioti Street,
PO Box 57398,
3315 Limassol,
Cyprus

Petros Livanios,
Director
(Cyprus)

Financial Controller, Trident Fiduciaries (Middle East) Ltd.

Cassandra Centre, 29
Theklas Lyssioti Street,
PO Box 58184,
3731 Limassol,
Cyprus

Name/Title/Citizenship

Principal Occupation

Business Address

Geoffrey Piers Hemy,
Director
(United Kingdom)

Director of Grand Financial Holding S.A.

11, Boulevard Royale,
L-2449 Luxembourg

Martin Gstoehl,
Member of Foundation Council (Liechtenstein)

Attorney; Director, JuraTrust (a Liechtenstein Trust Company)

Mitteldorf 1,
P.O. Box 838,
FL-9490 Vaduz,
Liechtenstein

Dr. iur. E. Michael Feichtinger,
Member of Foundation Council (Austria)

Director, JuraTrust (a Liechtenstein Trust Company)

Mitteldorf 1,
P.O. Box 838,
FL-9490 Vaduz,
Liechtenstein

Exhibit 24.1

A conformed copy of the Power of Attorney authorizing Pavel Kulikov to sign this Amendment on behalf of Grand Financial Holding S.A., incorporated by reference to Exhibit 24.1 to Amendment No. 1 to the Statement on Schedule 13D filed by Grand Financial Holding S.A., inter alios, with the Securities and Exchange Commission on June 5, 2002.

Exhibit 24.2

A conformed copy of the Power of Attorney authorizing Pavel Kulikov to sign this Amendment on behalf of Grand Financial Group Ltd., incorporated by reference to Exhibit 24.2 to Amendment No. 1 to the Statement on Schedule 13D filed by Grand Financial Holding S.A., inter alios, with the Securities and Exchange Commission on June 5, 2002.

Exhibit 24.3

A conformed copy of the Power of Attorney authorizing Pavel Kulikov to sign this Amendment on behalf of Continental Holding Foundation, incorporated by reference to Exhibit 24.3 to Amendment No. 1 to the Statement on Schedule 13D filed by Grand Financial Holding S.A., inter alios, with the Securities and Exchange Commission on June 5, 2002.

Exhibit 24.4

A conformed copy of the Power of Attorney authorizing Pavel Kulikov to sign this Amendment on behalf of Gleb Fetisov, incorporated by reference to Exhibit 24.4 to Amendment No. 1 to the Statement on Schedule 13D filed by Grand Financial Holding S.A., inter alios, with the Securities and Exchange Commission on June 5, 2002.