EXHIBIT 4.3.16C

EXHIBIT 4.3.16C

AMENDMENT NUMBER 2 TO THE
QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
OF
GENERAL COMMUNICATION, INC.


THIS AMENDMENT is made this 29th day of November, 2001, by
General Communication, Inc., a corporation having its principal place of
business at Anchorage, Alaska (subsequently called "Company").

RECITALS

A. The Company entered into and executed the Qualified
Employee Stock Purchase Plan of General Communication, Inc. (the "Plan")
effective January 1, 1997.

B. Section 11.6 of the Plan provides in part as follows:

"At any time of the Company may amend this Plan and Trust by
action of its Board of Directors . . . ."

C. The Company now desires to amend the Plan and Trust.

AMENDMENT

NOW THEREFORE, the Company does amend the Plan as follows:

1. Effective April 1, 2001, Section 10.7 is amended to
change the last sentence as follows:

For voting purposes, each Participant shall be credited with
his pro rata portion (including fractional shares) of the
Qualifying Employer Securities allocated to his account which
are not encumbered. Each Participant shall be entitled to vote
the pro rata portion of Qualifying Employer Securities
allocable to him under the preceding sentence.

2. Any inconsistent provisions of the Plan shall be read
consistent with this Amendment.

3. Except as amended above, the Company hereby affirms
and readopts each and every other provision of the
plan and trust.


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4. Except as otherwise provided above, the effective date
of this Amendment shall be April 1, 2001.

IN WITNESS WHEREOF, General Communications, Inc. has executed
this Amendment by its duly authorized officers as of the date first set forth
above.


General Communication, Inc.


By: /s/
President

ATTEST:

By: /s/
Secretary


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