SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 53)*

OPEN JOINT STOCK COMPANY “VIMPEL-COMMUNICATIONS”

(Name of Issuer)

Common Stock, 0.005 rubles nominal value

(Title of Class of Securities)

68370R 10 9

(CUSIP Number)

Bjørn Hogstad
Telenor ASA
Snarøyveien 30
N-1331 Fornebu, Norway
47-97-77-8806

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 21, 2010

(Date of Event which Requires Filing
of this Statement)

Copy to:

Peter O’Driscoll
Orrick, Herrington & Sutcliffe LLP
107 Cheapside
London EC2V 6DN
England
44-20-7862-4600

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 §§ 240.13d-1(e) or 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page will 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 “filed” for the purpose of Section 18 of the Securities Exchange of 1934 (the “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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SCHEDULE 13D

Item 1. Security and Issuer

     The statement on Schedule 13D relating to the common stock, 0.005 rubles nominal value (the “Common Stock”), of Open Joint Stock Company “Vimpel-Communications,” a Russian open joint stock company (“VimpelCom”), as previously jointly filed by Telenor East Invest AS, Telenor Mobile Holding AS and Telenor ASA (as amended by Amendment Nos. 1 through 52, the “Statement”), is hereby amended and supplemented with respect to the items set forth below. This amendment to the Statement on Schedule 13D (this “Amendment”) is the final amendment to the Statement and is an exit filing.

     Except as provided herein, this Amendment does not modify any of the information previously reported in the Statement.

Item 2. Identity and Background

     This Amendment is being jointly filed by Telenor East Invest AS, Telenor Mobile Holding AS and Telenor ASA (collectively, the “Reporting Persons”).

     TELENOR EAST INVEST AS

	(a)		Telenor East Invest AS, a corporation formed under the laws of Norway.
	(b)		Snarøyveien 30 N — 1331 Fornebu Norway

     (c)      Telenor East Invest AS is engaged principally in the business of investing in the telecommunications industry outside of Norway.

     (d)      During the last five years, Telenor East Invest AS has not been convicted in a criminal proceeding.

     (e)      During the last five years, Telenor East Invest AS was not a party to a civil proceeding of a judicial or administrative body as a result of which Telenor East Invest AS 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 violation with respect to such laws.

     EXECUTIVE OFFICERS AND DIRECTORS OF TELENOR EAST INVEST AS

     (a), (b), (c) and (f) The following information sets forth the name, citizenship, business address and present principal occupation of each of the directors and executive officers of Telenor East Invest AS. Except as otherwise indicated, the business address of each of such persons is Telenor East Invest AS, c/o Telenor ASA, Snarøyveien 30, N-1331 Fornebu, Norway.

     DIRECTORS OF TELENOR EAST INVEST AS

Name and Business Address		Citizenship		Present Principal Occupation
Jan Edvard Thygesen (Nesbru, Norway)		Norway		Executive Vice President of Telenor ASA and Head of Telenor in Eastern & Central Europe
Gunn Margrethe Ringøen (Oslo, Norway)		Norway		Senior Business Manager of Telenor ASA and Chief Executive Officer of Telenor East Invest AS
Bjørn Hogstad (Oslo, Norway)		Norway		Attorney, Advokatene i Telenor

     EXECUTIVE OFFICERS OF TELENOR EAST INVEST AS

Name and Business Address		Citizenship		Present Principal Occupation
Gunn Margrethe Ringøen (Oslo, Norway)		Norway		Senior Business Manager of Telenor ASA

     (d)      During the last five years, none of the above executive officers and directors of Telenor East Invest AS has been convicted in a criminal proceeding.

     (e)      During the last five years, none of the above executive officers and directors of Telenor East Invest AS was a party to a civil proceeding of a judicial or administrative body as a result of which Telenor East Invest AS 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 violation with respect to such laws.

     TELENOR MOBILE HOLDING AS

	(a)		Telenor Mobile Holding AS, a corporation formed under the laws of Norway.
	(b)		Snarøyveien 30 N — 1331 Fornebu Norway

     (c)      Telenor Mobile Holding AS is engaged principally in the development of and investment in the field of telecommunications through direct and indirect ownership of companies and entering into agreements relating to telecommunications.

     (d)      During the last five years, Telenor Mobile Holding AS has not been convicted in a criminal proceeding.

     (e)      During the last five years, Telenor Mobile Holding AS was not a party to a civil proceeding of a judicial or administrative body as a result of which Telenor Mobile Holding AS 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 violation with respect to such laws.

     EXECUTIVE OFFICERS AND DIRECTORS OF TELENOR MOBILE HOLDING AS

     (f)      (a), (b), (c) and (f) The following information sets forth the name, citizenship, business address and present principal occupation of each of the directors and executive officers of Telenor Mobile Holding AS. The address of the directors and executive officers is Telenor Mobile Holding AS, c/o Telenor ASA, Snarøyveien 30, N — 1331 Fornebu, Norway.

     DIRECTORS OF TELENOR MOBILE HOLDING AS

Name and Business Address		Citizenship		Present Principal Occupation
Jon Fredrik Baksaas (Sandvika, Norway)		Norway		President and Chief Executive Officer of Telenor ASA and Chairman of the Board of Telenor Mobile Holding AS
Jan Edvard Thygesen (Nesbru, Norway)		Norway		Executive Vice President of Telenor ASA and Head of Telenor in Eastern & Central Europe
Berit Svendsen (Oslo, Norway)		Norway		Chief Executive Officer of Conax AS

Name and Business Address		Citizenship		Present Principal Occupation
Morten Fallstein (Oslo, Norway)		Norway		Employee Representative
Roger Rønning (Oslo, Norway)		Norway		Employee Representative
Helge Enger (Oslo, Norway)		Norway		Employee Representative

EXECUTIVE OFFICERS OF TELENOR MOBILE HOLDING AS

Name and Business Address		Citizenship		Present Principal Occupation
Jon Fredrik Baksaas (Sandvika, Norway)		Norway		President and Chief Executive Officer of Telenor ASA and Chairman of the Board of Telenor Mobile Holding AS

     (d) During the last five years, none of the above executive officers and directors of Telenor Mobile Holding AS has been convicted in a criminal proceeding.

     (e) During the last five years, none of the above executive officers and directors of Telenor Mobile Holding AS has been a party to a civil proceeding of a judicial or administrative body as a result of which such executive officer or director 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 violation with respect to such laws.

     TELENOR ASA

	(a)		Telenor ASA, a corporation formed under the laws of Norway.
	(b)		Snarøyveien 30 N — 1331 Fornebu Norway

     (c) Telenor ASA is engaged principally in the business of production and supply of services in the fields of telecommunications, data services and media distribution.

     (d) During the last five years, Telenor ASA has not been convicted in a criminal proceeding.

     (e) During the last five years, Telenor ASA was not a party to a civil proceeding of a judicial or administrative body as a result of which Telenor ASA 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 violation with respect to such laws.

     EXECUTIVE OFFICERS AND DIRECTORS OF TELENOR ASA

     (a), (b), (c) and (f) The following information sets forth the name, citizenship, business address and present principal occupation of each of the directors and executive officers of Telenor ASA. Except as otherwise indicated, the business address of each of such persons is c/o Telenor ASA, Snarøyveien 30, N — 1331 Fornebu, Norway.

     DIRECTORS OF TELENOR ASA

Name and Business Address		Citizenship		Present Principal Occupation
Harald Johan Norvik (Nesoddangen, Norway)		Norway		Strategic Advisor at Econ Pöyry; Chairman of the Boards of H.Aschehoug & Co and Midelfart Sonesson AB; Member of the Boards of ConocoPhillips, Petroleum Geo-Services ASA and OCAS AS; and Chairman of the Board of Telenor ASA
John Giverholt (Asker, Norway)		Norway		Chief Financial Officer of Ferd AS
Barbara Rose Milian Thoralfsson (Stabekk, Norway)		USA		Director at Fleming Invest AS; Member of the Boards of Electrolux AB, Svenska Cellulosa Aktiebolaget SCA AB, Storebrand ASA, Fleming Invest AS, Stokke AS, Tandberg ASA and Norfolier AS
Kjersti Kleven (Ulsteinvik, Norway)		Norway		Joint-owner of John Kleven AS and Chairman of the Board of Kleven Maritime AS; Member of the Board of Directors of Ekornes ASA and Jebsens Rederi AS
Olav Volldal (Kongsberg, Norway)		Norway		Chief Executive Officer of Kongsberg Automotiv Holding ASA; and Member of the Boards of Elopak AS, Ulefos NV AS, Cappelen Holding and NCE Kongsberg

Name and Business Address		Citizenship		Present Principal Occupation
Sanjiv Ahuja (London, United Kingdom)		USA		Chairman of Augere Holdings (Netherlands) BV
Liselott Kilaas (Oslo, Norway)		Norway		Managing Director of Aleris ASA; and Member of the Boards of the Central Bank of Norway, IM Skaugen AS and Adresseavisen
Dr. Burckhard Bergmann (Essen, Germany)		Germany		Member of the Boards of Allianz Lebensversicherungs AG, MAN Ferrostaal AG, Gazprom, NordStream, E.ON Energie AG, Accumulatorenwerke Hoppecke and Jaeger Beteiligungsgesellschaft mbH & Co KG
Bjørn Andre Anderssen (Gol, Norway)		Norway		Employee Representative
Harald Stavn (Kongsberg, Norway)		Norway		Employee Representative
Brit Østby Fredriksen (Drøbak, Norway)		Norway		Employee Representative

      EXECUTIVE OFFICERS OF TELENOR ASA

Name and Business Address		Citizenship		Present Principal Occupation
Jon Fredrik Baksaas (Sandvika, Norway)		Norway		President and Chief Executive Officer of Telenor ASA and Chairman of the Board of Telenor Mobile Holding AS
Richard Olav Aa (Ruglandveien, Norway)		Norway		Executive Vice President and Chief Financial Officer of Telenor ASA
Sigve Brekke (Bangkok, Thailand)		Norway		Executive Vice President of Telenor ASA and Head of Telenor in Asia
Jan Edvard Thygesen (Nesbru, Norway)		Norway		Executive Vice President of Telenor ASA and Head of Telenor in Eastern & Central Europe
Morten Karlsen Sørby (Hammaro, Sweden)		Norway		Executive Vice President of Telenor ASA and Head of Group Business Development and Research
Kristin Skogen Lund (Oslo, Norway)		Norway		Executive Vice President and Head of Telenor Nordic Operations
Bjørn Magnus Kopperud (Drammen, Norway)		Norway		Executive Vice President and Head of Group Human Resources of Telenor ASA
Hilde Tonne (Oslo, Norway)		Norway		Executive Vice President and Head of Communications and Corporate Responsibility of Telenor ASA

     (d) During the last five years, none of the above executive officers and directors of Telenor ASA has been convicted in a criminal proceeding.

     (e) During the last five years, none of the above executive officers and directors of Telenor ASA has been a party to a civil proceeding of a judicial or administrative body as a result of which such executive officer or director 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 violation with respect to such laws.

Item 4. Purpose of the Transaction

     As previously disclosed in Amendments No. 51 and 52 to this Statement, on October 5, 2009, Telenor ASA, Telenor East Invest AS, Telenor Mobile Communications AS and certain of their affiliates (collectively, the “Telenor Parties”) and Altimo Holdings & Investments Ltd., Eco Telecom Limited and certain of their affiliates (collectively, the “Alfa Parties”) announced that they had entered into a series of agreements with respect to their ownership interests in VimpelCom and Closed Joint Stock Company “Kyivstar G.S.M.” On February 9, 2010, VimpelCom Ltd., a Bermuda company jointly owned by Telenor East Invest and Altimo Holdings & Investments Ltd., commenced an exchange offer to acquire all of the outstanding shares, including those represented by American Depositary Shares (“ADSs”), of VimpelCom pursuant to a prospectus sent to all shareholders of VimpelCom who were U.S. holders and to all holders of VimpelCom ADSs, wherever located (the “U.S. Offer”), and an offer made pursuant to a separate Russian offer document to all holders of VimpelCom shares, wherever located (the “Russian Offer,” and together with the U.S. Offer, the “Offers”). The U.S. Offer expired at 5:00 p.m. New York City time on April 15, 2010, and the Russian Offer expired at 11:59 p.m. Moscow time on April 20, 2010. The U.S. Offer was made pursuant to a registration statement on Form F-4, which includes a prospectus and related U.S. Offer acceptance materials, and a Schedule TO, each of which were filed with the Commission.

     In the Offers, VimpelCom Ltd. offered:

	•		to all holders of VimpelCom ADSs: one VimpelCom Ltd. common Depositary Receipt (“DR”) (representing one VimpelCom Ltd. common share), or a nominal cash amount, in exchange for each VimpelCom ADS;
	•		to all holders of VimpelCom common shares: twenty VimpelCom Ltd. common DRs, or a nominal cash amount, in exchange for each VimpelCom common share; and
	•		to all holders of VimpelCom preferred shares: twenty VimpelCom Ltd. preferred DRs (each representing one VimpelCom Ltd. preferred share), or a nominal cash amount, in exchange for each VimpelCom preferred share.

     The VimpelCom Ltd. common DRs are listed on the New York Stock Exchange, ticker symbol “VIP.”

     On April 21, 2010, Telenor East Invest completed the exchange of all its VimpelCom shares and ADSs pursuant to the Offers in exchange for 345,091,580 VimpelCom Ltd. common DRs. Following completion of the Offers, the Reporting Persons no longer have any beneficial ownership interest in VimpelCom securities.

Item 5. Interest in Securities of the Issuer

(a) Prior to April 21, 2010, the Reporting Persons beneficially owned an aggregate of 17,254,579 common shares of VimpelCom, of which 1,916,725 shares were represented by VimpelCom ADSs. As of April 21, 2010, the Reporting Persons no longer have any beneficial ownership interest in VimpelCom securities.

(b) None.

(c) As stated above, on April 21, 2010, Telenor East Invest completed the exchange of all its VimpelCom shares and ADSs, comprised of 17,254,579 VimpelCom common shares, of which 1,916,725 shares were represented by VimpelCom ADSs, in exchange for 345,091,580 VimpelCom Ltd. common DRs pursuant to the terms and conditions of the Offers describe above.

(d) The Reporting Persons received all of the proceeds from the exchange of VimpelCom shares and ADSs for VimpelCom Ltd. common DRs.

(e) As stated above, on April 21, 2010, Telenor East Invest completed the exchange of all its VimpelCom shares and ADSs pursuant to the Offers in exchange for 345,091,580 VimpelCom Ltd. common DRs. Following completion of the Offers, the Reporting Persons no longer have any beneficial ownership interest in VimpelCom securities.

     To the best of the Reporting Persons’ knowledge, ING tendered in the U.S. Offer the 2,237,000 Underlying ADRs that were the subject of the Swap Transaction previously described in Amendments No. 36, 42, 48 and 50 to this Statement. Assuming that ING tendered the Underlying ADRs in the U.S. Offer, as of April 21, 2010, none of the Reporting Persons has any contracts, arrangements, understandings or relationships with any person in respect of VimpelCom securities.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment to the Statement on Schedule 13D is true, complete and correct and that such Statement, as amended hereby, is true, complete and correct.

Dated: April 23, 2010