AMENDED AND RESTATED BYLAWS OF THE COMPANY

BYLAWS OF

GENERAL COMMUNICATION, INC.(1)


ARTICLE I

OFFICES

The Corporation shall maintain a principal office of the Corporation in
the State of Alaska as required by law. The Corporation may also have offices in
such other places, either within or without the State of Alaska, as the Board of
Directors of the Corporation ("Board") may from time to time designate or as the
business of the Corporation may require.




______________
1 As last amended and restated on January 28, 2000


Bylaws of General Communication, Inc.
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ARTICLE II

SEAL

The seal of the Corporation shall be in such form as may be required by
law and as shall be approved by the Board. Until changed by the Board, the seal
of the Corporation shall be in the form impressed immediately following this
Article II. The seal may be used by causing it, or a facsimile thereof, to be
impressed or affixed or reproduced or otherwise.

[ S E A L ]



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ARTICLE III

STOCKHOLDER MEETINGS

Section 1. Place of Meetings. Meetings of the stockholders of the
Corporation ("Stockholders") shall be held at such place either within or
without the State of Alaska as may from time to time be designated by the Board
and stated in the notice of the meeting.

Section 2. Annual Meeting of Stockholders. (a) The annual meeting of
the Stockholders ("Annual Meeting") shall be held on the first Thursday of June
of each year at a time to be designated by the Board or at such other time and
date as shall be designated by the Board and stated in the notice of meeting.
The purpose of the meeting shall be the election of directors and the
transaction of such other business as properly may be brought before the
meeting.

(b) If the election of directors shall not be held on the day
designated in (a) of this Section 2 for any Annual Meeting, or at any
adjournment of such meeting, the Board shall call a special meeting of the
Stockholders as soon as conveniently possible thereafter. At such meeting, the
election of directors shall take place, and such election and any other business
transacted thereat shall have the same force and effect as at an Annual Meeting
duly called and held.

Section 3. Special Stockholders' Meetings. Special meetings of the
Stockholders may be called at any time by the President, the Chairman of the
Board of Directors, the Board of Directors, or the holders of not less than
one-tenth of all the shares entitled to vote at such meeting. Such request shall
state the purpose of the proposed meeting. For such meetings, notices shall be
given in the same manner as notices of the Annual Meeting, except they shall be
signed by the persons calling the meeting. No special Stockholders' meetings
shall consider any business except that which is designated in general terms in
the notice of the meeting.

Section 4. Notices of Meetings. Written or printed notice stating the
place, day and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, will be signed and
delivered not less than 20 nor more than 60 days before the date of the meeting,
either personally or by mail, by or at the direction of the President, the
Secretary or the officer or persons calling the meeting, to each Stockholder of
record entitled to vote at such meeting. Only Stockholders of record on the
record date established by the Board of Directors pursuant to Section 6 of this
Article III will be entitled to notice of such meeting. If mailed, such notice
will be deemed to be delivered when deposited with postage prepaid in the United
States mail addressed to the Stockholder at the address of the



Bylaws of General Communication, Inc.
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Stockholder as appears on the stock transfer books of the Corporation, or, if
the Stockholder has filed with the Secretary a written request that the notice
be mailed to a different address, the Corporation will mail the notice to that
other address. Except where otherwise required by law or these Bylaws, notice
need not be given of any adjourned meeting of the Stockholders.

Section 5. Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote, present in person or represented by proxy,
will constitute a quorum at all meetings of the Stockholders for the transaction
of business except as otherwise provided by applicable law or by the Articles of
Incorporation; provided that in no event may a quorum consist of less than
one-third of the shares entitled to vote at the meeting. The Stockholders
present in person or represented by proxy at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough Stockholders to leave less than a quorum, if any action taken other
than adjournment is approved by at least a majority of shares required to
constitute a quorum. If, however, such quorum initially is not present or
represented at any meeting of the Stockholders, those Stockholders present in
person or represented by proxy and entitled to vote will have power to adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum is present or represented. At such reconvened meeting at
which a quorum is present or represented, any business may be transacted which
might have been transacted at the original meeting.

Section 6. Voting. (a) At each meeting of the Stockholders, every
Stockholder having the right to vote shall be entitled to vote, either in person
or by proxy, the number of votes as provided for in or pursuant to the Articles
of Incorporation for each share of voting stock registered in that Stockholder's
name on the books of the Corporation on the date of the closing of the books
against transfers of stock, the record date fixed for the determination of
Stockholders entitled to vote at such meeting, or if the books are not so closed
or no such date is fixed, the date of such meeting.

(b) When a quorum is present at any meeting, the affirmative vote of a
majority of the votes represented by the issued and outstanding shares entitled
to vote, present in person or represented by proxy, shall decide any matter
brought before such meeting, unless the question is one upon which, by express
provision of the laws of the State of Alaska or of the Articles of
Incorporation, a different vote is required, in which case such express
provision shall govern and control the decision of such question.

(c) Except as may be determined by the Board of Directors of the
Corporation with respect to the Preferred Stock and except as otherwise
expressly required by the laws of the State of Alaska or the Articles of
Incorporation, as then in effect, the holders of the Class A Common Stock of the
Corporation and the holders of the Class B Common Stock of the Corporation shall
vote with the holders of voting shares of the



Bylaws of General Communication, Inc.
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Preferred Stock of the Corporation, if any, as one class for the election of
directors and for all other purposes.

Section 7. Record Date. In order to determine the holders of record of
the Corporation's stock who are entitled to notice of meetings, to vote at a
meeting or adjournment thereof, and to receive payment of any dividend, or to
make a determination of the Stockholders of record for any proper purpose, the
Board (i) may prescribe a record date which in no event will be more than 70
days nor less than 20 days, prior to the date of the action which requires such
determination during which no transfer of stock on the books of the Corporation
may be made or (ii) may, in lieu of closing the stock transfer books of the
Corporation, fix a record date which in no event will be more than 60 days nor
less than 20 days prior to the date of the action which requires such
determination as the record date for such determination of Stockholders.

Section 8. Presiding Officer; Order of Business; Conduct of Meeting.

(a) Meetings of the Stockholders shall be presided over by the Chairman
of the Board, or if the Chairman is not present, by the President, or if the
President is not present, by a Vice President. The Secretary of the Corporation,
or, in the Secretary's absence, an Assistant Secretary, shall act as secretary
of every meeting. In the absence of the Secretary or Assistant Secretary, the
chairman of the meeting may choose any person present to act as secretary of the
meeting.

(b) Subject to the provisions of this Section 8, meetings of
Stockholders shall generally follow accepted rules of parliamentary procedure,
including but not limited to the following:

(1) Except when overruled by a majority of the votes represented
by the votes held by Stockholders present, the chairman of the
meeting shall have absolute authority over matters of procedure
and authority to state the rules under which the voting shall be
conducted.

(2) If disorder shall arise which prevents continuation of the
legitimate business of the meeting, the chairman may quit the
chair and announce the adjournment of the meeting; and upon taking
such action, the meeting shall be automatically adjourned.

(3) The chairman may ask or require that anyone not a bona fide
Stockholder or proxy leave the meeting.

(4) Subject to the provisions of Section 14 of this Article III, a
resolution or motion may be considered for a vote if proposed by a
Stockholder or duly authorized proxy, and seconded by an
individual, who



Bylaws of General Communication, Inc.
Page 5
is a Stockholder or a duly authorized proxy, other than the
individual who proposed the resolution or motion.

(c) The following order of business shall be observed at all Annual
Meetings insofar as is practicable:

(1) Call to order;

(2) Present proof of notice of meeting or waiver of it;

(3) Appoint inspector of election, if necessary;

(4) Determine whether a quorum is present;

(5) Make reports;

(6) Read, correct and approve minutes of a previous meeting,
unless the reading is waived;

(7) Elect directors;

(8) Address special business stated in the notice of meeting;

(9) Address other business;

(10) Adjourn.

(d) At any special meeting of Stockholders, the business transacted
shall be confined to the purpose described in the notice of the meeting and
subject to the provisions of Section 14 of this Article III.

Section 9. Proxies. A Stockholder may vote the Stockholder's shares
through a proxy or attorney-in-fact appointed by a written instrument signed by
the Stockholder and delivered to the secretary of the meeting. No proxy shall be
valid after six months from the date of its execution, unless a longer period is
expressly provided in the proxy, but in no case may the proxy be valid for a
period in excess of 11 months from the date of execution. No proxy shall be
valid and voted on after the meeting of the Stockholders, or any adjournment of
such meeting, to which it applies. Every proxy shall be revocable at the
pleasure of the Stockholders executing it, except in those cases where an
irrevocable proxy is duly executed and permitted by law.

Section 10. Voting List. (a) At least 20 days before each meeting of
Stockholders, a complete list of the Stockholders entitled to vote at that
meeting, arranged in alphabetical order and showing the address of and number
and class of



Bylaws of General Communication, Inc.
Page 6
shares entitled to vote at such meeting owned by each Stockholder, shall be
prepared by the Secretary or an officer of the transfer agent, transfer clerk or
registrar of the Corporation having charge of the stock transfer books and at
the direction of the Secretary. That list of Stockholders will, for a period of
30 days prior to such meeting, be kept on file at the registered office of the
Corporation and will be subject to inspection by any Stockholder at any time
during normal business hours. Such list will also be produced and kept open at
the time and place of the meeting and will be subject to the inspection of any
Stockholder during the entire time of the meeting.

(b) The original stock transfer books shall be prima facie evidence as
to who are the Stockholders entitled to examine such list or transfer books, or
to vote at any meeting of the Stockholders.

(c) Failure to comply with the requirements of this Section 10 shall
not affect the validity of any action taken at such meeting of the Stockholders.

Section 11. Action Without a Meeting. Any action, except the election
of directors, which may be taken by the vote of Stockholders at a meeting of
Stockholders may be taken without a meeting if authorized by the written
consents of Stockholders, identical in content setting out the action to be
taken, signed by the holders of all outstanding shares entitled to vote on the
action.

Section 12. Non-Cumulative Voting. In the election of directors,
Stockholders will not cumulate their votes but must vote shares held by them for
as many persons as there are directors to be elected.

Section 13. Voting of Shares by Certain Stockholders. (a) Shares of the
Corporation standing in the name of another corporation may be voted by such
officer, agent or proxy as the bylaws of that corporation may prescribe or, in
the absence of such provision, as the board of directors of that corporation may
determine.

(b) Shares or the Corporation held by an administrator, executor,
guardian or conservator may be voted by that person, either in person or by
proxy, without a transfer of such shares into that person's name. Shares
standing in the name of a trustee may be voted by that person, either in person
or by proxy, but no trustee will be entitled to vote shares held by that person
without a transfer of such shares into that person's name.

(c) Shares of the Corporation standing in the name of a receiver or
bankruptcy trustee may be voted by that person, and shares held by or under the
control of a receiver or bankruptcy trustee may be voted by that person without
the transfer thereof into that person's name if authority to do so is contained
in an appropriate order of the court by which that person was appointed or
otherwise provided or permitted under applicable federal bankruptcy law.




Bylaws of General Communication, Inc.
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(d) A Stockholder whose shares are pledged will be entitled to vote
such shares until the shares have been transferred into the name of the pledgee,
and thereafter the pledgee will be entitled to vote the shares so transferred.

(e) Shares of its own stock held by the Corporation in a fiduciary
capacity, will not be voted at any meeting or counted in determining the total
number of outstanding shares at any given time.

Section 14. Advance Notice of Nominations and Stockholder Proposals.

(a) All nominations of individuals for election to the Board at a
meeting of the Stockholders and proposals of business to be considered at a
meeting of the Stockholders shall be made as set forth in this Section 14.

(b) The procedures to be followed for an annual meeting of Stockholders
are as follows:

(1) Nomination of individuals for election to the Board and
proposal of business to be considered by the Stockholders may be
made at an annual meeting of Stockholders,

(A) pursuant to the Corporation's notice of meeting;

(B) by or at the direction of the Board; or

(C) by a Stockholder,

(i) who was a Stockholder of record both at the time of
giving of notice provided for in (b) of this Section 14
and at the time of the meeting and, in the case of
proposals, who had continuously held at least $2,000 in
market value or at least 1% of the Company's securities
entitled to be voted on the matter at the meeting for at
least one year by the date of submission of the proposal
to the Company for inclusion on the agenda of the
meeting;

(ii) who is entitled to vote at the meeting; and

(iii) who complied with the notice and other requirements
set forth in this Section 14.

(2) For nominations or other business to be brought properly
before an annual meeting by a Stockholder under (b)(1)(C) of this
Section 14, the



Bylaws of General Communication, Inc.
Page 8
Stockholder must have given timely notice of it in writing to the
Secretary as provided in this Section 14 and, in the case of a
proposal of business, that business must be a proper subject for
action by the Stockholder.

(3) As used in (b)(2) of this Section 14, to be timely, a
Stockholder's notice must be delivered to the Secretary at the
principal executive offices of the Corporation and received not
less than 120 days nor more than 150 days prior to the first
anniversary of the release of the Corporation's proxy statement to
Stockholders for the preceding year's annual meeting. However, in
the event that the date of the annual meeting is advanced by more
than 30 days or delayed by more than 60 days from such anniversary
date, notice by the Stockholder, to be timely, must be so
delivered and received not earlier than the 150th day prior to
that annual meeting and not later than the close of business on
the later of the 120th day prior to that annual meeting or the
10th day following the day on which public announcement of the
date of that meeting is first made.

(4) The Stockholder's notice shall set forth the following:

(A) as to each person whom the Stockholder proposes to
nominate for election or reelection as a director,

(i) the name, age, business and residential addresses,
and principal occupation or employment of each proposed
nominee;

(ii) the class and number of shares of capital stock of
the Corporation which are beneficially owned by that
nominee on the date of that notice;

(iii) a description of all arrangements or understandings
between the Stockholder and each nominee and the name of
any other person or persons pursuant to which the
nomination or nominations are to be made by the
Stockholder;

(iv) all other information relating to that nominee that
is required to be disclosed in solicitation of proxies
for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A adopted pursuant to
the Securities Exchange Act of 1934 or any successor
provision; and



Bylaws of General Communication, Inc.
Page 9
(v) the written consent of each proposed nominee to being
named as a nominee in the proxy statement and to serve as
a director of the Corporation if so elected;

(B) as to any other business that the Stockholder proposes to
bring before the meeting, a brief description of the business
desired to be brought before the meeting, the reasons for
conducting that business at the meeting and any material
interest in that business of the Stockholder and of the
beneficial owner, if any, on whose behalf the proposal is
made; and

(C) as to the Stockholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or
proposal is made,

(i) the name and address of that Stockholder, as they
appear on the Corporation's books, and of that beneficial
owner, if any;

(ii) the class and number of shares of stock of the
Corporation which are owned beneficially and of record by
the Stockholder and that beneficial owner, if any; and

(iii) a representation that the Stockholder intends to
appear in person or by proxy at the meeting to nominate
the person or persons specified in the notice or to
propose such other business.

(5) The Corporation may require any proposed nominee to
furnish any information, in addition to that furnished
pursuant to (b)(4)(A) of this Section 14, that the
Corporation may reasonably require to determine the
eligibility of the proposed nominee to serve as a director of
the Corporation.

(6) Notwithstanding the provisions of (b)(3) of this Section
14 to the contrary, in the event that the number of directors
to be elected to the Board is increased and there is no
public announcement naming all of the nominees for director
or specifying the size of the increased Board made by the
Corporation at least 130 days prior to the first anniversary
of the preceding year's annual meeting, a Stockholder's
notice required by (b) of this Section 14 shall also be
considered timely, but only with respect to nominees for any
new positions created by that increase, if the notice shall
be delivered to and received by the Secretary at the
principal executive offices of the Corporation not later than
the close of business



Bylaws of General Communication, Inc.
Page 10
on the 10th day following the day on which that public
announcement is first made by the Corporation.

(c) The procedures to be followed for a special meeting of Stockholders
are as follows:

(1) Only such business shall be conducted and only such proposals
shall be acted upon at a special meeting of Stockholders as shall
have been brought before that meeting pursuant to the
Corporation's notice of meeting.

(2) Nominations of persons for election to the Board may be made
at a special meeting of Stockholders at which directors are to be
elected,

(A) by or at the direction of the Board; or

(B) provided that the notice of the special meeting states
that the purpose, or one of the purposes, of that meeting is
to elect directors at the meeting, by any Stockholder who is
a stockholder of record both at the time of giving of notice
provided for in this Section 14 and at the time of the
meeting, who is entitled to vote at the meeting and who
complied with the notice and other requirements set forth in
this Section 14.

(3) In the event the Corporation calls a special meeting of
Stockholders for the purpose of electing one or more directors to
the Board, any such Stockholder may nominate a person or persons,
as the case may be, for election to that position as specified in
the Corporation's notice of meeting, if the notice containing the
same information as would be required under (b)(2)-(6) of this
Section 14 for an annual meeting is delivered to and received by
the Secretary at the principal executive offices of the
Corporation not earlier than the 150th day prior to that special
meeting and not later than the close of business on the later of
the 120th day prior to that special meeting or the 10th day
following the day on which public announcement is first made of
the date of the special meeting or of the nominees proposed by the
Board to be elected at that meeting.

(4) Proposals of business other than the nomination of persons for
election to the Board may be considered at a special meeting
requested by Stockholders in accordance with Section 3 of this
Article III only if the Stockholders give a notice containing the
same information as would be



Bylaws of General Communication, Inc.
Page 11
required under (b)(2)-(6) of this Section 14 for an annual meeting
at the time those Stockholders requested the meeting.

(d) The following provisions apply to Stockholder meetings generally:

(1) Only persons who are nominated in accordance with the
procedure set forth in this Section 14 shall be eligible to serve
as directors, and only such business shall be conducted at a
meeting of Stockholders as shall have been brought before the
meeting in accordance with the procedures set forth in this
Section 14.

(2) The Board may reject any nomination or Stockholder proposal
submitted for consideration at any meeting of Stockholders which
is not made in accordance with the provisions of this Section 14
or which is not a proper subject for Stockholder action in
accordance with provisions of applicable law.

(3) Should the Board fail to consider the validity of a nomination
or Stockholder proposal, the presiding officer of the meeting
shall have the power and duty,

(A) to determine whether a nomination or any business
proposed to brought before the meeting was made in accordance
with the provisions of this Section 14 and is a proper
subject for Stockholder action in accordance with provisions
of applicable law; and

(B) if any proposed nomination or business is not in
compliance with this Section 14 or is not a proper subject
for Stockholder action, to declare that the defective
nomination or proposal is disregarded.

(4) The provisions of (d) of this Section 14 shall not prevent the
consideration and approval or disapproval at the meeting of
reports of officers, directors and committees of the Board.
However, in connection with such reports, no new business shall be
acted upon at the meeting unless stated, submitted and received in
accordance with the provisions of this Section 14.

(5) For purposes of this Section 14,

(A) "public announcement" means disclosure in a press release
reported by the Dow Jones News Service, Associated Press,




Bylaws of General Communication, Inc.
Page 12
Reuters or comparable news service or in a document publicly
filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13,14, or 15(d) of the
Securities Exchange Act of 1934 or any successor provision;
and

(B) in no event shall the public announcement of a
postponement or adjournment of a meeting commence a new time
period for giving of a Stockholder's notice pursuant to this
Section 14.

(6) A Stockholder may submit no more than one proposal to the
Corporation for a particular meeting of Stockholders. The
proposal, including any accompanying supporting statement, may not
exceed 500 words.

(7) The Corporation may exclude a Stockholder proposal for any of
the following substantive reasons:

(A) would be improper under state law;

(B) would be a violation of law;

(C) would be a violation of proxy rules;

(D) is a personal grievance or special interest;

(E) is not relevant;

(F) Corporation lacks power or authority to implement;

(G) relates to management functions;

(H) relates to election;

(I) conflicts with the Corporation's proposal;

(J) was substantially implemented;

(K) substantially duplicates another proposal to be addressed
at the meeting;

(L) is a resubmission of another proposal; or

(M) relates to a specific amount of dividend.



Bylaws of General Communication, Inc.
Page 13
(8) Notwithstanding the other provisions of this Section 14, a
Stockholder shall also comply with all applicable requirements of
state law and the Securities Exchange Act of 1934 and the rules
and regulations adopted under that act with respect to the matters
set forth in this Section 14. Nothing in this Section 14 shall be
deemed to affect any rights of Stockholders to request inclusion
of proposals in, or the Corporation's right to omit proposals
from, the Corporation's proxy statement pursuant to Rule 14a-8
under that act or any successor provision.



Bylaws of General Communication, Inc.
Page 14
ARTICLE IV

BOARD OF DIRECTORS

Section 1. General Authority. The property, business and affairs of the
Corporation shall be managed and controlled by its Board, which may exercise all
such powers of the Corporation and do all such lawful acts and things as are not
by applicable law or the Articles of Incorporation or these Bylaws directed or
required to be exercised or done by the Stockholders.

Section 2. Number and Term of Office. (a) The governing body of this
Corporation shall be the Board. Directors on the Board need not be Stockholders
and need not be residents of the State of Alaska. The number of directors shall
be not less than three nor more than twelve. Each director shall be of a legal
age. The number of members of the Board shall be fixed by the Board from time to
time by a vote of at least a simple majority of the whole Board at a regular or
special meeting called by written notice, which notice includes notice of the
proposal to change the number of directors; provided that no decrease in the
number of directors shall have the effect of shortening the term of any
incumbent director. Until changed as provided in this Section 2, the number of
directors on the Board shall be five.

(b) Upon the establishment of the Board as having three or more members
("Class Date"), the Board will be divided into three classes: Class I, Class II
and Class III. Each such class will consist, as nearly as possible, of one-third
of the whole number of the Board. Directors in office on the Class Date will be
divided among such classes and in such manner, consistent with the provisions of
this Article IV, as the Board may determine by resolution. The initial Class I
directors so determined shall serve until the next Annual Meeting following such
date. The initial Class II directors so determined shall serve until the second
Annual Meeting following such date. The initial Class III directors so
determined shall serve until the third Annual Meeting following such date. In
the case of each such class, such directors shall serve, subject to their
earlier death, resignation or removal in accordance with the Articles of
Incorporation, these Bylaws and the laws of the State of Alaska, until their
respective successors shall be elected and shall qualify. At each Annual Meeting
after the date of such filing, the directors chosen to succeed those whose terms
shall have expired shall be elected to hold office for a term to expire at the
third succeeding Annual Meeting after their election and, subject to their
earlier death, resignation or removal in accordance with the Articles of
Incorporation, these Bylaws and the laws of the State of Alaska, until their
respective successors shall be elected and shall qualify. If the number of
directors is changed, any increase or decrease shall be apportioned among such
classes so as to maintain all classes as equal in number as possible, and any



Bylaws of General Communication, Inc.
Page 15
additional director elected to any class shall hold office for a term which
shall coincide with the terms of the other directors in such class.

(c) As used in these Bylaws, the terms "whole Board" or "entire Board"
shall mean the number of directors the Corporation would have under these Bylaws
at the time of determination if there were no vacancies.

Section 3. Elections. (a) Other than as provided in Section 2 of this
Article IV, the directors of the Corporation shall be elected at the Annual
Meeting or at a special meeting of Stockholders called for that purpose, by at
least a simple majority of the quorum for that meeting.

(b) Any vacancy occurring in the Board cased by death, resignation,
removal and any newly created directorship resulting from an increase in the
number of directors on the Board, may be filled by the directors then in office,
although such directors are less than a quorum, or by the sole remaining
director. Each director chosen to fill a vacancy or a newly created directorship
shall hold office until the next election of the Class for which such director
shall have been chosen or, if no class is established, then until the next
election of directors and, subject to that director's earlier death, resignation
or removal in accordance with the Articles of Incorporation, these Bylaws and
the laws of the State of Alaska, until that director's successor shall be duly
elected and shall qualify.

(c) Any director may resign at any time by giving written notice to the
Board of Directors, the President, Chairman of the Board, or the Secretary of
the Corporation. Any such resignation will take effect upon receipt of such
notice or at any later time specified in the notice. Unless otherwise specified
in the notice, the acceptance of such resignation will not be necessary to make
any postdated resignation by notice in writing to the resigning director. In the
event the resignation of a director is tendered to take effect at a future time,
a successor may be elected to take office when the resignation becomes
effective.

(d) The Stockholders may elect a director to fill any vacancy not
filled by the Board.

(e) The term of a director terminates upon the election and
qualification of a successor.

Section 4. Removal of Directors. (a) The entire Board or any individual
director may be removed from office, at an Annual Meeting or a special meeting
of Stockholders called for that purpose, by at least, a majority vote of a
quorum of Stockholders for that meeting.




Bylaws of General Communication, Inc.
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(b) If, after the filling of a vacancy by the Board, the directors who
have been elected by the Stockholders constitute less than a majority of the
directors, a holder or holders of an aggregate of 10 percent or more of the
shares outstanding at the time may call a special meeting of Stockholders to
elect the entire Board.

(c) The Board may declare vacant the office of a director who has been
declared of unsound mind by a court order.

(d) The superior court may, at the suit of the Board or of Stockholders
holding at least 10 percent of the number of outstanding shares of any class,
remove from office a director for fraudulent or dishonest acts, gross neglect of
duty, or gross abuse of authority or discretion with reference to the
Corporation and may bar from reelection a director removed in that manner for a
period prescribed by the court. In this instance, the Corporation will be made a
party to the suit.

(e) Except as set forth in (a)-(d) of this Section 4, a director may
not be removed from office before the expiration of the term of office of that
director.

Section 5. Executive Committee. (a) By the affirmative vote of at least
75 percent of the directors, the Board may designate an Executive Committee, all
of whose members shall be directors, to manage and operate the affairs of the
Corporation or particular properties or enterprises of the Corporation, except
to the extent Stockholder authorization is required by law, the Articles of
Incorporation or these Bylaws. The Executive Committee will have the power, as
set forth by resolution of the Board or these Bylaws to perform or authorize any
act that could be done or accomplished by the majority action of all the
directors of the Corporation, except as provided in (b) of this Section 5. The
Executive Committee shall keep minutes of its meetings and report to the Board
not less often than quarterly on its activities and shall be responsible to the
Board for the conduct of the enterprises and affairs entrusted to it.

(b) The following areas of responsibility are expressly reserved to the
Board and will not be delegated to any committees of the Board:

(1) Declaring dividends or distributions;

(2) Approving or recommending to Stockholders actions or proposals
required by the Alaska Corporations Code to be approved by
Stockholders;

(3) Designating candidates for the office of director, for
purposes of proxy solicitation or otherwise, or fill vacancies on
the board or any committee of the board;



Bylaws of General Communication, Inc.
Page 17
(4) Amending the Bylaws;

(5) Approving a plan or merger not requiring Stockholder approval;

(6) Capitalizing retained earnings;

(7) Authorizing or approve the reacquisition of shares unless
under a general formula or method specified by the board;

(8) Authorizing or approve the issuance or sale of, or a contract
to issue or sell, shares or designate the terms of a series of a
class of shares, unless the Board, having acted regarding general
authorization for the issuance or sale of shares, a contract to
issue or sell, or the designation of a series, authorizes a
committee, under a general formula or method specified by the
Board by resolution or by adoption of a stock option or other
plan, to fix the terms of a contract for the sale of the shares
and to fix the terms upon which the shares may be issued or sold,
including, without limitation, the price, the dividend rate,
provisions for redemption, sinking fund, conversion, voting or
preferential rights, and provisions for other features of a class
of shares, or a series of a class of shares, with full power in
the committee to adopt a final resolution setting out all the
terms of a series for filing with the commissioner of the
Department of Commerce & Economic Development under the Alaska
Corporations Code; or

(9) Authorizing, approving, or ratifying contracts or other
transactions between the Corporation and one or more of its
directors, or between the Corporation and a corporation, firm, or
association in which one or more of its directors has a material
financial interest as defined under AS 10.06.478 of the Alaska
Corporations Code.

(c) The designation of a committee, the delegation to the committee of
authority, or action by the committee under that authority does not alone
constitute compliance by a member of the Board or that committee with the
responsibility to act in good faith, in a manner the member reasonably believes
to be in the best interests of the Corporation, and with the care, including
reasonable inquiry, as an ordinarily prudent person in a like position would use
under similar circumstances.

Section 6. Other Committees. The Board may, by resolution, establish
committees other than an Executive Committee and shall specify with
particularity the powers and duties of any such committee. All committees of the
Board including the Executive Committee shall serve at the pleasure of the
Board, keep minutes of their



Bylaws of General Communication, Inc.
Page 18
meetings; have such names as the Board, by resolution, may determine; and be
responsible to the Board for the conduct of the enterprises and affairs
entrusted to them. All such committees will each have at least two or more
members, all of whom will serve at the pleasure of the Board.

Section 7. Place of Meetings. The directors may hold their meetings in
such place or places as the Board may from time to time by resolution determine.

Section 8. Meetings. Regular or special meetings of the Board or of a
committee of the Board will be held at such place as may be designated from time
to time by the Board or any other person calling the meeting, and such meetings
may be called by the Chairman of the Board, the President, a Vice President, the
Secretary, or a director.

Section 9. Quorums. (a) The presence of a majority of the number of
directors fixed by the Articles of Incorporation at a meeting of the Board duly
assembled will constitute a quorum for the transaction of business, and the act
of a majority of the directors present at any meeting at which a quorum is
present will be the act of the Board, except as may be otherwise specifically
provided by the Articles of Incorporation or by these Bylaws. If a quorum
initially is not present at any meeting of directors, the directors present at
that meeting may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum is present.

(b) The presence of a majority of the number of directors at a meeting
of a committee of the Board duly assembled will constitute a quorum for the
transaction of business, and the act of majority of the directors present at any
meeting at which a quorum is present will be the act of that committee, except
as may be otherwise specifically provided by the Articles of Incorporation or
these Bylaws. If a quorum initially is not present at any meeting of a committee
of the Board, the members present at that meeting may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum is present.

Section 10. Action Without a Meeting. Any action that may be taken at a
meeting of the Board or a committee of the Board may be taken without a meeting
if identical consents in writing describing the action so taken are signed by
all of the directors or members of such committee entitled to vote with respect
to the subject matter thereof. Each such consent in writing shall be filed with
the minutes of the proceedings of the Board.

Section 11. Order of Business. At meetings of the Board, business shall
be transacted in such order as the Board may by resolution determine. At all
meetings of the Board, the Chairman of the Board, or in that person's absence,
the President, or in



Bylaws of General Communication, Inc.
Page 19
that person's absence the director designated as the chairman of the meeting by
the majority of the directors present, shall preside.

Section 12. Director's compensation. Directors shall receive such
compensation and reimbursement of any expenses incidental to the performance of
their duties as the Board shall determine by resolution. Such compensation may
be in addition to any compensation received by the members of the Board in any
other capacity.

Section 13. Minutes. The Board shall keep written minutes of its
meetings. In the event the Secretary of the Corporation is not a member of the
Board, the Board shall prescribe by a resolution the officer or other person who
shall be charged with the responsibility of keeping and maintaining such
minutes.

Section 14. Notice and Waiver of Notice. (a) The first meeting of each
newly elected Board will be held, without notice, immediately following the
adjournment of the corresponding Annual Meeting, or as soon thereafter as is
practicable.

(b) Regular meetings of the Board or a committee of the Board may be
held, without notice, at such time and place, as will from time to time be fixed
by the Board or these Bylaws.

(c) Special meetings of the Board or a committee of the Board will be
held upon either notice in writing sent 10 days before the meeting or notice by
electronic means, personal messenger, or comparable person-to-person
communication given at least 72 hours before the meeting. The notice must
include disclosure of the business to be transacted and the purpose of the
meeting.

(d) Whenever under the provisions of statutes, of the Articles of
Incorporation, or of these Bylaws, notice is required to be given to any
director or Stockholder, it will be given in writing, by mail or telegram,
addressed to such director or Stockholder at such address as appears on the
records of the Corporation with postage thereon prepaid, and such notice by mail
will be deemed to be given at the time when deposited in the United States mail.

(e) Attendance of a Stockholder, either in person or by proxy, or of a
director at a meeting will constitute a waiver or notice of such meeting, except
where an appearance is made for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.

(f) Whenever any notice is required to be given under the provisions of
statutes, the Articles of Incorporation or these Bylaws, a waiver of the notice
in writing, signed by the person entitled to the notice either before or after
the time stated in the notice will be deemed equivalent to the giving of that
notice.



Bylaws of General Communication, Inc.
Page 20
Section 15. Dividends. Subject always to the provisions of the laws of
the State of Alaska and the Articles of Incorporation, the Board shall have full
power to determine whether any, and if so what part, of the funds legally
available for the payment of dividends shall be declared in dividends and paid
to the Stockholders. The Board may fix a sum which may be set aside or reserved
over and above the paid-in capital of the Corporation for working capital or as
a reserve for any proper purpose, and from time to time may increase, diminish
and vary such funds in the Board's absolute judgment and discretion. Dividends
upon the shares of stock of the Corporation, subject always to the mentioned
provisions, may be declared by the Board at any regular or special meeting of
the Board, payable in cash, property or shares of the Corporation's stock.

Section 16. Meetings Held Other Than in Person. Members of the Board or
any committee thereof may participate in a meeting of the Board or such
committee, as the case may be, by means of a conference telephone network or
similar communications method by which all persons participating in the meeting
can hear each other, and such participation shall constitute presence in person
at the meeting. Each person participating in any meeting in which any director
participates by such means shall sign the minutes thereof, and such minutes may
be signed in counterpart.



Bylaws of General Communication, Inc.
Page 21
ARTICLE V

OFFICERS

Section 1. Number and Tenure. The Board shall elect from its members a
Chairman of the Board and a President. The Board shall also elect a Secretary, a
Treasurer and a Registered Agent. The Board may also elect, from time to time,
such Vice Presidents and other or additional officers as in its opinion are
desirable or required for the conduct of the business of the Corporation. Any of
the officers of the Corporation may or may not be directors, except that the
Chairman of the Board and the President shall be directors. The officers of the
Corporation shall hold office until the first meeting of the Board following the
Annual Meeting next following their respective election and, subject to their
earlier death, resignation or removal in accordance with the Articles of
Incorporation, these Bylaws and the laws of the State of Alaska, until their
successors are chosen and qualify.

Section 2. Discretion. In its discretion, the Board, by the vote of a
majority of the whole Board, may leave any office, except that of President,
Treasurer, Secretary or Registered Agent, unfilled for any such period as it may
fix by resolution. Subject to the laws of the State of Alaska, any officer or
agent of the corporation may be removed at any time by the affirmative vote of
at least 75 percent of the whole Board.

Section 3. Chairman of the Board. The Chairman of the Board shall be a
director and, when present, shall preside at all meetings of the Board. The
Chairman of the Board shall be a member of all standing committees of the Board
and Chairman of the Executive Committee. The Chairman of the Board shall perform
such other duties as may be prescribed from time to time by the Board or by
these Bylaws. The Chairman of the Board shall have the powers of the President
and power to delegate any of the Chairman's powers, on a temporary or permanent
basis, to the President.

Section 4. President. The President shall be the chief executive
officer of the Corporation. The President shall be a member of the Board. The
President shall exercise such duties as customarily pertain to the office of
President and shall have general and active supervision over the property,
business and affairs of the Corporation and over its several officers. The
President may appoint and terminate the appointment or election of officers,
agents, or employees other than those appointed or elected by the Board. The
President may sign, execute and deliver, in the name of the Corporation, powers
of attorney, contracts, bonds and other obligations which implement policies
established by the Board, and shall perform such other duties as may be
prescribed from time to time by the Board or by these Bylaws.



Bylaws of General Communication, Inc.
Page 22
Section 5. Vice Presidents. Vice Presidents shall have such
distinguishing titles, powers and perform such duties as may be assigned to them
by the Chairman of the Board, the President, the Executive Committee or the
Board. In the absence or disability of the Chairman of the Board and the
President, any Vice President designated by the Board may perform the duties and
exercise the powers of the President. A Vice President may sign and execute
contracts and other obligations pertaining to the regular course of duties of
that office which implement policies established by the Board and shall perform
such other duties as may be prescribed from time to time by the Board or these
Bylaws.

Section 6. Treasurer. The Treasurer shall be the chief financial
officer and, unless the Board otherwise declares by resolution, the chief
accounting officer of the Corporation. Unless the Board otherwise declares by
resolution, the Treasurer shall have general custody of all the funds and
securities of the Corporation and have general supervision of the collection and
disbursement of funds of the Corporation. The Treasurer shall endorse for
collection on behalf of the Corporation checks, notes and other obligations, and
shall deposit the same to the credit of the Corporation in such bank or banks or
depository as the Board may designate. The Treasurer may sign, with the Chairman
of the Board, President, or such other person or persons as may be designated
for the purpose by the Board, all bills of exchange or promissory notes of the
Corporation. The Treasurer shall enter or cause to be entered regularly in the
books of the Corporation a full and accurate account of all moneys received and
paid by the Treasurer on account of the Corporation; shall at all reasonable
times exhibit books and accounts of the Treasurer to any director of the
Corporation upon application at the office of the Corporation during business
hours; and, whenever required by the Board or the President, shall render a
statement of accounts for the Corporation. The Treasurer shall perform such
other duties as may be prescribed from time to time by the Board or by the
Bylaws. The Treasurer may be required to give bond for the faithful performance
of duties of that office in such sum and with such surety as shall be approved
by the Board. The Board may authorize one or more accounting firms to perform
any act or discharge any responsibility of the Treasurer. Any individual
appointed by the Board as Assistant Treasurer shall, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties and have such other powers as the
Board may from time to time prescribe.

Section 7. Secretary. Subject to Section 8 of Article III and Section
13 of Article IV of these Bylaws, the Secretary shall keep the minutes of all
meetings of the Stockholders and of the Board, and to the extent ordered by the
Board, the Chairman of the Board or the President, will keep the minutes of
meetings of all committees. The Secretary shall cause notice to be given of
meetings of Stockholders, of the Board and of any committee appointed by the
Board. The Secretary shall have custody of the corporate seal and minutes and
records relating to the conduct and acts of the



Bylaws of General Communication, Inc.
Page 23
Stockholders and the Board, which shall, at all reasonable times, be open to the
examination of any director. The Secretary or any Assistant Secretary appointed
by the Board may certify the record of proceedings of the meetings of the
Stockholders or of the Board and of resolutions adopted at such meetings; may
sign or attest certificates, statements or reports required to be filed with
governmental bodies or officials; may sign acknowledgments of instruments; may
give notices of meetings; and shall perform such other duties and have such
other powers as the Board may from time to time prescribe.

Section 8. Registered Agent. The Registered Agent for the Corporation
may be an individual or corporation, resident or located in Alaska. The
Registered Agent shall have such duties and responsibilities as are prescribed
by the laws of the State of Alaska.

Section 9. Bank Accounts. In addition to such bank accounts as may be
authorized in the usual manner by resolution of the Board, the Treasurer, with
approval of the Chairman of the Board or the President, may authorize such banks
accounts to be opened or maintained in the name and on behalf of the Corporation
as may be deemed necessary or appropriate by the Treasurer, provided payments
from such bank accounts are to be made upon and according to the check of the
Corporation, which may be signed jointly or singularly by either manual or
facsimile signature or signatures of such officers or bonded employees of the
Corporation as shall be specified in the written instructions of the Treasurer
or Assistant Treasurer with the approval of the Chairman of the Board or the
President.

Section 10. Vacancies. In case any office shall become vacant, the
Board shall have power to fill such vacancy. In case of the absence or
disability of any officer, the Board may delegate the powers or duties of such
officer to another officer in the Corporation, or to a director.

Section 11. Proxies. Unless otherwise directed by the Board, the
Chairman of the Board or the President, or the designees of either of these two
officers shall have full power and authority on behalf of the Corporation to
attend and to vote upon all matters and resolutions at any meeting of
Stockholders of any corporation in which this Corporation may hold stock, and
may exercise on behalf of this Corporation any and all of the rights and powers
incident to the ownership of such stock at any such meeting, whether regular or
special, and at all adjournments thereof, and shall have power and authority to
execute and deliver proxies and consents on behalf of this Corporation in
connection with the exercise by this Corporation of the rights and powers
incident to the ownership of such stock, with full power of substitution or
revocation.




Bylaws of General Communication, Inc.
Page 24
Section 12. Dual Offices. Any person may hold more than one corporate
office, except that the President shall not hold any other office except that of
Chairman of the Board.

Section 13. Salaries. The salaries of all executive officers of the
Corporation shall be fixed by the Board from time to time. No officer shall be
ineligible to receive such salary by reason of the fact that that officer is
also a director of the Corporation and receiving compensation therefor or that
that officer devotes less than full time during normal business hours to the
performance of that officer's duties as an officer of the Corporation.



Bylaws of General Communication, Inc.
Page 25
ARTICLE VI

INDEMNIFICATION

Section 1. Non-Derivative Actions. The Corporation will indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of or arising from the fact that that person
is or was a director, officer, employee, or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise. Amounts paid in settlement actually and reasonably incurred by that
person in connection with such action, suit or proceeding may include
reimbursement of expenses, attorney fees, judgments, fines, and amounts paid in
settlement actually and reasonably incurred by that person in connection with
the action or proceedings if that person acted in good faith and in a manner
that that person reasonably believed to be in or not opposed to the best
interests of the Corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the conduct was unlawful. The
termination of any action, suit and proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, will not of
itself create a presumption that the person did not act in good faith and in a
manner which that person reasonably believed to be in or not opposed to the best
interests of the Corporation and, with respect to any criminal action or
proceeding, the person had reasonable cause to believe that the conduct was
unlawful.

Section 2. Derivative Actions. The Corporation will indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason for arising from the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise. This indemnification will cover
reimbursement for expenses (including attorney fees) actually and reasonably
incurred by that person in connection with the defense or settlement of such
action if that person acted in good faith and in a manner that person reasonably
believed to be in or not opposed to the best interests of the Corporation.

Section 3. Reimbursement Conditions. (a) Indemnification will not be
made in respect of any claim, issue, or matter as to which the person has been
adjudged to be liable for negligence or misconduct in the performance of the
person's duty to the Corporation, except to the extent that the court in which
the action was brought determines upon application that, despite the
adjudication of liability, in view of all the



Bylaws of General Communication, Inc.
Page 26
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for expenses that the court considers proper.

(b) To the extent that a director, officer, employee, or agent of the
Corporation has been successful on the merits or otherwise in defense of an
action or proceeding as described in Sections 1 and 2 of this Article VI or in
defense of a claim, issue, or matter in the action or proceeding, the director,
officer, employee, or agent will be indemnified against expenses and attorney
fees actually and reasonably incurred in connection with the defense.

(c) Unless otherwise ordered by a court, indemnification under Sections
1 or 2 of this Article VI may only be made by the Corporation upon a
determination that indemnification of the director, officer, employee, or agent
is proper in the circumstances because the director, officer, employee, or agent
has met the applicable standard of conduct set out in those sections. The
determination will be made by:

(1) The Board by at least a majority vote of a quorum consisting
of directors who were not parties to the action or proceeding; or

(2) Independent legal counsel in a written opinion if a quorum
under (c)(1) of this Section 3 is

(A) not obtainable;

(B) obtainable but a majority of disinterested directors so
directs; or

(C) Approval of the outstanding shares of the Corporation.

(d) The Corporation may pay or reimburse the reasonable expenses
incurred in defending a civil or criminal action or proceeding in advance of the
final disposition in the manner provided in (c) of this Section 3 if:

(1) In the case of a director or officer, the director or officer
furnishes the Corporation with a written affirmation of a good
faith belief that the standard of conduct described in AS
10.06.450(b) or 10.06.483(e) of the Alaska Corporations Code has
been met;

(2) The director, officer, employee, or agent furnishes the
Corporation a written unlimited general undertaking, executed
personally or on behalf of the individual, to repay the advance if
it is ultimately determined that an applicable standard of conduct
was not met; and



Bylaws of General Communication, Inc.
Page 27
(3) A determination is made that the facts then known to those
making the determination would not preclude indemnification under
the Alaska Corporations Code.

(e) The indemnification provided under Sections 1 and 2 of this Article
VI is not exclusive of any other rights to which a person seeking
indemnification may be entitled under a bylaw, agreement, vote of Stockholders
or disinterested directors, or otherwise, both as to action in the official
capacity of the person and as to action in another capacity while holding the
office. The right to indemnification continues as to a person who has ceased to
be a director, officer, employee, or agent, and inures to the benefit of the
heirs, executors, and administrators of the person.

Section 4. Insurance. At the discretion of the Board, the Corporation
may purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against that person and incurred by that person
in any such capacity, or arising out of that status, whether or not the
Corporation would have the power to indemnify that person against such liability
under the provisions of this Article VI.



Bylaws of General Communication, Inc.
Page 28
ARTICLE VII

CERTIFICATE OF STOCK

Section 1. Form. (a) The interest of each Stockholder shall be
evidenced by certificates for shares of stock, certifying the class and number
of shares represented thereby and in such form, not inconsistent with the
Articles of Incorporation, as the Board may from time to time prescribe.

(b) The certificates of stock shall be signed by the President or a
Vice President and by the Secretary or an Assistant Secretary and sealed with
the seal of the Corporation. Such seal may be a facsimile, engraved or printed.
Where any certificate is countersigned or otherwise authenticated by a transfer
agent or by a transfer clerk, and by a registrar, the signatures of any such
officers upon such certificate may be facsimile, engraved or printed. In case
any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon any certificates shall have ceased to be such
before the certificate is issued, it may be issued by the Corporation with the
same effect as if such officer, transfer agent or registrar had not ceased to be
such at the time of its issue.

Section 2. Transfers. (a) Transfers of shares of the capital stock of
the Corporation shall be made only on the books of the Corporation by the
registered owner thereof, or by that owner's duly authorized attorney, and on
surrender of the certificate or certificates for such shares properly endorsed
or accompanied by proper evidence of succession, assignment or authority to
transfer, and with all taxes thereon paid.

(b) The person in whose name shares of stock stand on the books of the
Corporation shall be deemed by the Corporation to be the owner thereof for all
purposes, and the Corporation shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of the State of Alaska.

Section 3. Lost or Destroyed Certificates. The Board shall have the
power to direct new stock certificates to be issued to any Stockholder in place
of any certificates theretofore issued by the Corporation when such Stockholder
proves to the satisfaction of the Board that a stock certificate is lost or
destroyed, or upon the posting of an indemnity bond by the owner of such lost or
destroyed certificates, or that Stockholder's legal representatives, in such
amount as the Board shall deem appropriate, to hold the Corporation harmless
from any loss or claim arising out of or in connection with the issuance of a
duplicate certificate, unless such requirement be dispensed with by the Board,
in its discretion, in any instance or instances.



Bylaws of General Communication, Inc.
Page 29
Section 4. Transfer Agent and Registrar. The Board may appoint one or
more transfer agents or transfer clerks and one or more registrars, and may
require all certificates for shares to bear the manual or facsimile signature or
signatures of any of them. The Corporation's transfer agent and registrar may be
the identical if the person or entity acting in such dual capacities
countersigns certificates for shares required to bear that person's signatures
in both capacities.

Section 5. Restrictions on Transfer. No securities of the Corporation
or certificates representing such securities will be transferred in violation of
any law or of any restriction on such transfer set forth in the Articles of
Incorporation or amendments to them, these Bylaws or other agreement restricting
such transfer which has been filed with the Corporation if reference to any such
restrictions is made on the certificates representing such securities. The
Corporation will not be bound by any restriction not so filed and noted. The
Corporation may rely in good faith upon the opinion of its counsel as to any
legal or contractual violation with respect to any such restrictions unless the
issue has been finally determined by a court of competent jurisdiction. The
Corporation and any party to such agreement will have the right to have a
restrictive legend imprinted upon any certificate covered by the agreement and
any certificates issued in replacement or exchange therefor or with respect to
such certificates.

Section 6. Closing Transfer Books and Filing Record Date. The Board may
prescribe a period not exceeding 70 days nor less than 20 days prior to the
record date appointed for the payment of dividends to Stockholders during which
no transfer of stock may be made on the books of the Corporation, or the Board
may fix a date not more than 60 days nor less than 20 days prior to the date for
the payment of any such dividends as the record date as of which Stockholders
entitled to receive payment of such dividends will be determined. Only
Stockholders of record on that record date will be entitled to receive payment
of such dividends.



Bylaws of General Communication, Inc.
Page 30
ARTICLE VIII

REPORTS TO SHAREHOLDERS

Section 1. Annual Report. (a) The Board will authorize the preparation
of and arrangement for the distribution of an annual report to Stockholders of
the Corporation as required by as 10.06.433(a) Alaska Corporations Code.

(b) The annual report to Stockholders will contain, at minimum, a
balance sheet as of the end of the fiscal year and an income statement and
statement of changes in financial position for the fiscal year accompanied by
(1) a report on the fiscal year by independent accountants or (2) if there is no
such report from accountants, a certificate of an authorized officer of the
Corporation that the financial statements were prepared without audit from the
books and records of the Corporation; provided that, so long as the
Corporation's stock is registered pursuant to the federal Securities Exchange
Act of 1934, the Annual Report to Stockholders required under that act will be
provided to all Stockholders.

Section 2. Other Reports. A Stockholder holding at least five percent
of the outstanding shares of a class of the Corporation may make a written
request to the Corporation in accordance with AS 10.06.433(c) of the Alaska
Corporations Code, for a quarterly income statement of the Corporation and a
balance sheet of the Corporation and, in addition, if an annual report for the
last fiscal year has not been sent to Stockholders, the statements required by
(a) of Section 1 of Article VIII of these Bylaws for the last fiscal year. These
statements will be delivered or mailed by the Corporation to the person making
the request within 30 days of the request. A copy of these statements will be
kept on file in the principal office of the Corporation for 12 months, and they
will be exhibited at all reasonable times to a Stockholder demanding an
examination of the statements, or a copy of the statements will be mailed to
that Stockholder.

Section 3. Delivery. (a) The Corporation will, in accordance with AS
10.06.433(d) of the Alaska Corporations Code, upon the written request of a
Stockholder, mail to the Stockholder a copy of the reports described in this
Article VIII.

(b) The income statements and balance sheets referred to in this
Article VIII must be accompanied by any report on those statements prepared by
independent accountants engaged by the Corporation or the certificate of an
authorized officer of the Corporation that the financial statements were
prepared without audit from the books and records of the Corporation.



Bylaws of General Communication, Inc.
Page 31
ARTICLE IX

TRANSACTIONS WITH OFFICERS,
DIRECTORS AND SHAREHOLDERS

Section 1. Director Material Interest. A contract or other transaction
between the Corporation and one or more of the directors of the Corporation, or
between the Corporation and a corporation, firm, or association in which one or
more of the directors of the Corporation has a material financial interest, is
neither void nor voidable because the director or directors or other
corporation, firm, or association is a party or because the director or
directors is present at the meeting of the Board that authorizes, approves, or
ratifies the contract or transaction, if the material facts as to the
transaction and as to the director's interest are fully disclosed or known to
the

(1) Stockholders and the contract or transaction is approved by
the Stockholders in good faith, with the shares owned by the
interested director or directors not being entitled to vote; or

(2) Board, and the Board authorizes, approves, or ratifies the
contract or transaction in good faith by a sufficient vote without
counting the vote of the interested director or directors, and the
person asserting the validity of the contract or transaction
sustains the burden of proving that the contract or transaction
was just and reasonable as to the Corporation at the time it was
authorized, approved, or ratified.

Section 2. Common Directorships, Votes on Compensation. (a) A common
directorship does not alone constitute a material financial interest within the
meaning of this Article IX. A director is not interested, within the meaning of
this Article IX, in a resolution fixing the compensation of another director as
a director, officer, or employee of the Corporation, notwithstanding the fact
that the first director is also receiving compensation from the Corporation.

(b) Interested or common directors may be counted in determining the
presence of a quorum at a meeting of the Board that authorizes, approves, or
ratifies a contract or transaction under this Article IX.

Section 3. Transactions Involving Cross Directorships. A contract or
other transaction between the Corporation and a corporation or association of
which one or more directors of the Corporation are directors is neither void nor
voidable because the director or directors are present at the meeting of the
Board that authorizes, approves, or ratifies the contract or transaction, if the
material facts of the transaction and the director's other directorship are
fully disclosed or known to the Board and the Board authorizes, approves, or
ratifies the contract or transaction in good faith by a sufficient



Bylaws of General Communication, Inc.
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vote without counting the vote of the common director or directors or the
contract or transaction is approved by the Stockholders in good faith. This
Section 3 does not apply to contracts or transactions covered by Section 1 of
this Article IX.



Bylaws of General Communication, Inc.
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ARTICLE X

GENERAL PROVISIONS

Section 1. Fiscal Year. The fiscal year of the Corporation shall
convene on the first day of January of each year, unless otherwise determined by
the Board.

Section 2. Books and Records. A certified copy of the Articles of
Incorporation and the Bylaws shall be deposited in the name of the Corporation
in such bank or banks, trust company or trust companies or other institutions as
the Board shall designate by resolution. All checks or demands for the payment
of money and all notes and other instruments of a negotiable nature shall be
signed by the person designated by appropriate resolution of the Board or these
Bylaws.

Section 3. Contracts. The Board may authorize any officer or officers
or agent or agents to enter into any contract or execute and deliver any
instrument in the name and on behalf of the Corporation, and such authority may
be general or confined to specific instances.

Section 4. Loans. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board, and such authorization may be general
or confined to specific instances.

Section 5. Saving Clause. In the event any provision of these Bylaws is
inconsistent with the Articles of Incorporation or the corporate laws of the
State of Alaska, such provision shall be invalid to the extent of such conflict;
and such conflict shall not affect the validity of all other provisions of these
Bylaws.



Bylaws of General Communication, Inc.
Page 34



ARTICLE XI

AMENDMENTS

Section 1. Amendment and Repeal. Except as otherwise provided by law,
the power to alter, amend or repeal these Bylaws and adopt new Bylaws will be
vested exclusively in the Board, provided that such action must be taken by a
vote of at least a simple majority of the whole Board.

Section 2. Recordation. Whenever an amendment or new bylaw is adopted
and thereby made a part of the Bylaws, a copy of that bylaw will be kept in the
minute book with these Bylaws. If any position of the Bylaws is repealed, the
fact of such repeal and the date on which it occurred will be recorded in the
minute book, and a copy of it will be placed next to and include in these
Bylaws.

I, the undersigned being the Secretary of GENERAL COMMUNICATION, INC.,
hereby certify the foregoing to be the amended and revised Bylaws of the
Corporation, as adopted by the Board, on the 28th day of January, 2000.



/S/
John M. Lowber, Secretary



Bylaws of General Communication, Inc.

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