Princess Olga Valerianovna Paley (Ольга Валериановна Палей) (2 December 1865–2 November 1929), was the second wife of Grand Duke Paul Alexandrovich of Russia.

Early life and first marriage

She was born Olga Karnovitsch at St. Petersburg, the daughter of Valerian Karnovich and his wife Olga Vasilyevna Meszaros. She married to Erich Gerhard von Pistohlkors (1853–1935 Riga) in 1884, by whom she had four children:

• Alexander Erikovich von Pistohlkors (1885–1944), who married Alexandra Taneyeva.
• Olga Erikovna von Pistohlkors (1886–1887),
• Olga Erikovna von Pistohlkors (1888–1963), married in 1906 to Alexander, Count Belzig von Kreutz and 1922 to Sergius Fürst Kudaschew
• Marianna, or Marianne, von Pistohlkors (1890–1976), who married 1908 Peter Durnowo, 1912 Christoph von Derfelden and 1917 Count Nicolaus von Zarnekau.

Scandal of second marriage

She later began an affair with Grand Duke Paul Alexandrovich of Russia, causing a great society scandal, and bore him a child, Vladimir. Her marriage to Pistohlkors was terminated by divorce, and Paul asked permission of Tsar Nicholas II to marry Olga, but he refused.

In 1902, Paul married her morganatically, but the marriage was not approved, and she was given no titles. In 1904, Luitpold, Prince Regent of Bavaria granted Olga the title of Countess von Hohenfelsen. Nicholas II later acquiesced to the marriage and made her Princess Paley.

Olga and Paul had three children:

• Prince Vladimir Pavlovich Paley (1897–1918), a poet.
• Princess Irina Pavlovna Paley (1903–1990), married her cousin Prince Feodor Alexandrovich and later Count Hubert Conquere de Monbrison.
• Princess Natalia Pavlovna Paley (1905–1981), a fashion model and film actress, married firstly Lucien Lelong and secondly John Chapman Wilson.

Exile

Olga left Russia in 1920 with her two daughters to Finland, after her son and her husband were executed by the revolutionary government. She died in exile in Paris on 2 November 1929, at the age of 64.