EXHIBIT 4.1A

EXHIBIT 4.1A







AMENDMENT NO. 2, DATED AS OF JUNE 24, 2004,


TO THE


AMENDED AND RESTATED 1986 STOCK OPTION PLAN


OF


GENERAL COMMUNICATION, INC.

AMENDMENT NO. 2
TO THE
AMENDED AND RESTATED 1986 STOCK OPTION PLAN
OF
GENERAL COMMUNICATION, INC.


THIS AMENDMENT is approved and adopted by General Communication, Inc.
(the "Company") on this 24th day of June, 2004.

RECITALS

A. The Company maintains the Amended and Restated 1986 Stock Option
Plan of General Communication, Inc. (the "Plan").

B. Section 13(b) of the Plan states that "The Board of Directors from
time to time may make such modifications or amendments to the Plan as it may
deem advisable...";

C. The Board now desires to amend the Plan.

AMENDMENT

NOW THEREFORE, the Board hereby amends the Plan as follows:

1. Section 3 of the Plan hereby is amended to read in its entirety as
follows:

Section 3. Shares Covered by the Plan. The Stock to be offered under
the Plan may be unissued shares as the Option Committee may from
time to time determine. Subject to Section 10 of the Plan, the
number of shares available and reserved for issue under the Plan
will not exceed 13,200,000 shares of Stock. Shares covered by an
option that remain unpurchased upon expiration or termination of the
option may be used for further options under the Plan. The maximum
number of shares of Stock that may be issued under Options granted
to any individual in a calendar year may not exceed 500,000.

2. Any inconsistent provision 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.

IN WITNESS WHEREOF, the undersigned, being duly authorized by the Board
has approved this amendment as of the date first set forth above.

GENERAL COMMUNICATION, INC.


By: /s/ Ronald A. Duncan


Title: President and CEO