Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Svetlichny Boris
  2. Issuer Name and Ticker or Trading Symbol
GOLDEN TELECOM INC [GLDN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. VP, CFO and Treasurer
(Last)
(First)
(Middle)
2831 29TH STREET, NW
3. Date of Earliest Transaction (Month/Day/Year)
02/28/2008
(Street)

WASHINGTON, DC 20008
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to Purchase Common Stock $ 53.8 02/28/2008   D     57,500   (1) 06/27/2012 Common Stock 57,500 $ 105 0 D  
Option to Purchase Common Stock $ 56.49 02/28/2008   D     7,500   (1) 06/28/2012 Common Stock 7,500 $ 105 0 D  
Option to Purchase Common Stock $ 59.31 02/28/2008   D     7,500   (1) 06/28/2012 Common Stock 7,500 $ 105 0 D  
Option to Purchase Common Stock $ 62.28 02/28/2008   D     7,500   (1) 06/28/2012 Common Stock 7,500 $ 105 0 D  
Stock Appreciation Right $ 32.67 02/28/2008   D     12,500   (2) 03/17/2011 Common Stock 12,500 $ 105 0 D  
Stock Appreciation Right $ 34.3 02/28/2008   D     12,500   (2) 03/17/2011 Common Stock 12,500 $ 105 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Svetlichny Boris
2831 29TH STREET, NW
WASHINGTON, DC 20008
      Sr. VP, CFO and Treasurer  

Signatures

 /s/ Boris Svetlichny   03/03/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This option, which was originally to have vested annually over a three year period, was cancelled pursuant to a merger agreement between the issuer and a wholly owned subsidiary of VimpelCom Finance B.V. (referred to below as "the merger agreement") in exchange for the right to receive an amount in cash equal to $105.00 minus the exercise price of the option, and multiplied by the number of shares subject to the option. Amounts in respect of the vested portion of the option were paid immediately, and amounts in respect of the unvested portion of the option are to be paid at such time as the option would have vested, subject to continued employment on such date.
(2) This stock appreciation right, 75% of which was originally to have vested subject to time vesting over a three year period and 25% of which was originally to have vested subject to performance vesting such that when the Company's share price reached a certain target the stock appreciation right would vest, was cancelled pursuant to the merger agreement in exchange for the right to receive an amount in cash equal to $53.80 minus the base price of the stock appreciation right, and multiplied by the number of shares subject to the option. Amounts in respect of the vested portion of the stock appreciation right were paid immediately, and amounts in respect of the unvested portion of the stock appreciation right are to be paid at such time as the stock appreciation right would have vested, subject to continued employment on such date.

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