RESTATED ARTICLES OF INCORPORATION

RESTATED ARTICLES OF INCORPORATION

OF

GENERAL COMMUNICATION, INC.


The following are the Restated Articles of Incorporation of
General Communication, Inc., adopted by the Board of Directors of that
corporation by a unanimous vote at a meeting held on March 24, 1993, and are
executed by that corporation through its president and its secretary and
verified by its secretary. These Restated Articles of Incorporation correctly
set forth, without change, all of the operative provisions of the Articles of
Incorporation as amended up to that time, and these Restated Articles of
Incorporation supersede the original Articles of Incorporation and all
amendments to them.


ARTICLE I

The name of the corporation is General Communication, Inc.
("Corporation").


ARTICLE II

The duration of this Corporation shall be perpetual.


ARTICLE III

The Corporation is organized for the purposes of transacting
any and all lawful business for which corporations may be incorporated under the
Alaska Corporations Code (AS 10.06).


ARTICLE IV

(a) The total number of shares of stock which the Corporation
shall have authority to issue is sixty-one million shares divided into the
following classes:

(i) Fifty million shares of Class A Common Stock;


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(ii) Ten million shares of Class B Common Stock; and

(iii) One million shares of Preferred Stock.

(b) Each share of Class A Common Stock shall be identical in
all respects with the Class B Common Stock, except that each holder of Class A
Common Stock shall be entitled to one vote for each share of such stock held,
and each holder of Class B Common Stock shall be entitled to ten votes for each
share of such stock held.

(c) The Board of Directors is authorized, subject to
limitations prescribed by law and to the provisions of this Article IV, to
provide for the issuance of Preferred Stock from time to time in one or more
series with such distinctive serial designations, rights, preferences and
limitations of the shares of each such series as the Board of Directors shall
establish. The authority of the Board of Directors with respect to each series
shall, to the extent allowed by law, include the authority to establish and fix
the following:

(i) the number of shares initially constituting the
series and the distinctive designation of that series;

(ii) The extent, if any, to which the series shall have
voting rights, whether none, full, fractional or otherwise limited,
subject, however, to the limitation that at the time of creation of any
particular series of Preferred Stock, the voting rights, if any, of
that particular series of Preferred Stock, plus the total voting rights
then authorized for all other Preferred Stock, shall not exceed five
percent of the aggregate voting rights of all Class A Common Stock and
Class B Common Stock issued and outstanding at that time;

(iii) Whether entitled to receive dividends (which may be
cumulative or noncumulative) at such rate or rates, on such conditions,
and at such times and payable in preference to, or in such relation to,
the dividends payable on any other class or classes or any other series
of the same or any other class or classes of stock of the Corporation;

(iv) The rights of the shares of that series in the event
of voluntary or involuntary liquidation, dissolution or winding up of
the Corporation, or upon any distribution of its assets;

(v) Whether the shares have conversion privileges and, if
so, the terms and conditions of such conversion privileges, including
provision, if any, for adjustment of the conversion rate and for
payment of additional amounts by holders of Preferred Stock of that
series upon exercise of such conversion privileges;


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(vi) Whether or not the shares of that series shall be
redeemable, and, if so, the price at and the terms and conditions upon
which such shares shall be redeemable, and whether that series shall
have a sinking fund for the redemption or purchase of shares of that
series, and, if so, the terms and amount of such sinking fund;

(vii) That the Corporation, through a resolution adopted
by its Board of Directors, may agree that, upon the occurrence and
during the continuation of an event of noncompliance by the Corporation
as defined in the terms of an agreement under which Preferred Stock or
a series of Preferred Stock is issued and outstanding, the then holders
of the issued and outstanding shares of that stock will have the
exclusive right to elect additional directors to the Board of
Directors, and each director so elected will thereupon become an
additional director of the Corporation, and the authorized directors of
the Corporation will thereupon be automatically increased by the number
of added directors; provided that under no circumstances will the right
granted through this Article IV to so elect additional directors extend
beyond two additional directors at any one time;

(viii) That the Corporation, through a resolution adopted
by its Board of Directors, may agree with the holders of Preferred
Stock issued or to be issued and outstanding that, without the consent
of the holders of at least two-thirds of the number of shares of that
Preferred Stock, the Corporation will not: (A) effect any changes in
the rights, privileges or preferences of that Preferred Stock; (B)
create, designate or issue any class or series of senior securities
(any class or series of capital stock of the Corporation ranking senior
to that Preferred Stock) or parity securities (any class or series of
capital stock entitled to receive payment of dividends on a parity with
that Preferred Stock or entitled to receive assets upon liquidation,
dissolution or winding up of the affairs of the Corporation on a parity
with that Preferred Stock), in respect of the right to receive
dividends or in respect of the right to participate in any distribution
upon liquidation, dissolution, or winding up of the affairs of the
Corporation; or (C) approve any other action with respect to which,
under applicable law, the vote of the holders of that Preferred Stock
as a separate series or class is required; and such consents will
either be given in writing or by vote at a meeting called for that
purpose at which the holders of that Preferred Stock will vote as a
series or class; and

(ix) Such other preferences and relative participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof.



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(d) Notwithstanding the fixing of the number of shares
constituting a particular series upon the issuance thereof, the Board of
Directors may, at any time thereafter, authorize the issuance of additional
shares of the same series or may reduce the number of shares constituting such
series, provided that such number shall not be reduced to less than the number
of shares of such series then issued and outstanding.

(e) The Board of Directors is expressly authorized to vary the
provisions relating to the foregoing matters between the various series of
Preferred Stock, but in all other respects the shares of each series shall be of
equal rank with each other, regardless of series. All Preferred Stock of any one
series shall be identical in all respects, except as to the dates from which
dividends shall be cumulative, if such dividends are provided.

(f) Except as may be determined by the Board of Directors of
the Corporation pursuant to paragraph (c) of this Article IV with respect to the
Preferred Stock, and except as otherwise expressly required by the laws of the
state of Alaska, as then in effect, the holders of the Class A Common Stock and
the holders of the Class B Common Stock shall vote with the holders of voting
shares of the Preferred Stock, if any, as one class with respect to the election
of directors and with respect to all other matters to be voted on by
stockholders of the Corporation.

(g) Except as otherwise expressly required by law, any and all
rights, titles, interests and claims in or to any dividends declared by the
Corporation whether in cash, stock or otherwise, which are unclaimed by the
shareholder entitled thereto for a period of six years after the close of
business on the payment date, shall be and be deemed to be extinguished and
abandoned; and such unclaimed dividends in the possession of the Corporation,
its transfer agents or other agents or depositories, shall at such time become
the absolute property of the Corporation, free and clear of any and all claims
of any person whatsoever.

(h) Each share of Class B Common Stock shall be convertible,
at the option of the holder thereof, into one share of Class A Common Stock. To
exercise the conversion option, a holder of Class B shares must deliver the
certificate or certificates representing the shares of Class B Common Stock to
be converted, duly endorsed in blank, to the Secretary of the Corporation, and
at the same time, notify the Secretary in writing of such holder's desire to so
convert and instruct the Secretary as to the number of shares he or she wishes
converted. Upon receipt by the Secretary of the foregoing certificates and
instructions, the Corporation shall cause to be issued to the holder of the
Class B Common Stock one share of Class A Common Stock for each share of Class B
Common Stock requested to be converted, issuing and delivering to such holder


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certificates for shares of Class A Common Stock issued upon such conversion and
all shares of Class B Common Stock remaining unconverted, if any, represented by
such certificates. A number of shares of Class A Common Stock equal to the
number of shares of Class B Common Stock outstanding shall, from time to time,
be set aside and reserved for issuance upon conversion of Class B Common Stock.
Class A Common Stock shall not be convertible into Class B Common Stock.

(i) At each election for directors, every shareholder entitled
to vote at such election will have the right to vote in person or by proxy, the
number of shares owned by that shareholder for as many persons as there are
directors to be elected and for whose election that shareholder has a right to
vote, and such a shareholder will not be allowed to cumulate that shareholder's
votes.

(j) The Corporation will have the power to redeem and
otherwise buy back a portion or all of any or all classes or series of shares of
its stock as allowed by law, including AS 10.06.325, and as the Board of
Directors, in its sole discretion, will deem advisable.


ARTICLE V

(a) The governing body of this Corporation shall be a Board of
Directors. The number of directors shall be determined in the manner provided in
the Bylaws of the Corporation; provided, however, that the number of directors
shall not be less than three nor more than twelve.

(b) Upon the establishment of the Board of Directors of the
Corporation as having three or more members ("Class Date"), that 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 of Directors. Directors in office on the Class Date will be divided among
such classes and in such manner, consistent with the provisions of this Article
V, as the Board of Directors may determine by resolution. The initial Class I
directors so determined shall serve until the next annual meeting of
stockholders of the Corporation following such date. The initial Class II
directors so determined shall serve until the second annual meeting of
stockholders of the Corporation following such date. The initial Class III
directors so determined shall serve until the third annual meeting of
stockholders of the Corporation 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 these Articles of Incorporation, the Bylaws of the
Corporation and the laws of the State of Alaska, until their respective
successors shall be elected and shall qualify. At each annual meeting of
stockholders 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 of stockholders after their


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election and, subject to their earlier death, resignation or removal in
accordance with these Articles of Incorporation, the Bylaws of the Corporation
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 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. Any vacancy occurring on the Board of
Directors caused by death, resignation, removal or otherwise, and any newly
created directorship resulting from an increase in the number of directors on
that 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 newly created directorship shall hold
office until the next election of the class for which such director shall have
been chosen and, subject to that director's earlier death, resignation or
removal in accordance with these Articles of Incorporation, the Bylaws of the
Corporation and the laws of the State of Alaska, until that director's successor
shall be duly elected and shall qualify.

(c) The Corporation shall have the power to issue and sell any
stock, in exchange for such consideration (whether cash, services, assets or
stock of or any interest in any business, or any other property, real or
personal, whatsoever) as the Board of Directors, in its sole discretion, shall
deem advisable. Any stock so issued or sold by the Corporation shall be deemed
fully paid and non-assessable.


ARTICLE VI

The capital stock of this Corporation shall not be assessable.
It shall be issued as fully paid, and the private property of the stockholders
shall not be liable for the debts, obligations or liabilities of this
Corporation.


ARTICLE VII

No shareholder of the Corporation shall have any preemptive
right to subscribe for, purchase or receive, or to be offered the opportunity to
subscribe for, purchase or receive, any part of any shares of stock of the
Corporation of any class, whether now or hereafter authorized and whether
unissued shares or not, at any time issued or sold by the Corporation, or any
part of any options, warrants, rights, bonds, debentures or other evidences of
indebtedness or any other securities of the Corporation convertible into,
exchangeable or exercisable for, or otherwise entitling the holder thereof to
purchase or receive, any such shares. Any and all of such shares, options,
warrants, rights, bonds, debentures or other evidences of indebtedness or other
securities of the Corporation convertible into, exchangeable or exercisable for,
or otherwise entitling the holder thereof to purchase or receive, any such


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shares may be issued and disposed of by the Board of Directors on such terms and
for such consideration, so far as may be permitted by applicable law, and to
such person or persons, as the Board of Directors in its absolute discretion may
deem advisable.


ARTICLE VIII

The Corporation shall indemnify, to the full extent permitted
by, and in the manner permissible under, the laws of the State of Alaska and any
other applicable laws, any person made or threatened to be made a party to an
action or proceeding, whether criminal, civil, administrative or investigative,
other than an action by or in the right of the Corporation, by reason of the
fact that the person is or was a director, officer, employee or agent of this
Corporation or is or was serving at the request of the Corporation as a director
or officer, employee or agent of another corporation, partnership, joint
venture, trust, or other enterprise. The foregoing provisions of this Article
VIII will be deemed to be a contract between this Corporation and each director
and officer who serves in such capacity at any time while this Article VIII is
in effect, and any repeal or modification of this Article VIII shall not affect
any rights or obligations then existing with respect to any statement of facts
then or theretofore existing or any action, suit or proceeding theretofore or
thereafter brought based in whole or in part upon any such statement of facts.
The foregoing rights of indemnification shall not be deemed exclusive of any
other rights to which any director or officer or his legal representative may be
entitled apart from the provisions of this Article VIII.


ARTICLE IX

As of the date of these Restated Articles of Incorporation,
the Corporation had no alien affiliates.


ARTICLE X

Only the Board of Directors is expressly authorized and
empowered to adopt, alter, amend or repeal any provision or all of the Bylaws of
this Corporation, to the exclusion of the outstanding shares of the Corporation.


ARTICLE XI

By the affirmative vote of at least 75% of the directors, the
Board of Directors may designate an Executive Committee, all of whose members
shall be directors, to manage and operate the affairs of the Corporation or


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particular properties or enterprises of the Corporation. Subject to limitations
provided by the laws of the State of Alaska, said committee shall have the power
to perform or authorize any act that could be done or accomplished by the
majority action of all the directors of the Corporation. The Board of Directors
may by resolution establish other committees than an Executive Committee and
shall specify with particularity the powers and duties of any such committees.


ARTICLE XII

Notwithstanding the Corporation's incorporation prior to the
effective date of the Alaska Corporations Code, the Corporation elects to be
governed by the provisions of the Alaska Corporations Code not otherwise
applicable to it because the Corporation existed at the effective date of that
code and, in particular, the voting provisions of AS 10.06.504 - 10.06.506 of
that code pertaining to the procedure to amend articles of incorporation and
class voting on amendments to those articles.


IN WITNESS WHEREOF, the Corporation through its corporate
officers hereby executes these Restated Articles of Incorporation of General
Communication, Inc. on this 4th day of August, 1993.

GENERAL COMMUNICATION, INC.


By: /s/
------------------------------
Ronald A. Duncan
President


By: /s/
------------------------------
John M. Lowber
Secretary

[ S E A L ]


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STATE OF ALASKA )
) ss.
THIRD JUDICIAL DISTRICT )

BEFORE ME, the undersigned authority, personally appeared JOHN
M. LOWBER, who, first by me being duly sworn, deposes and states that he is the
secretary of General Communication, Inc., that he has read the above and
foregoing RESTATED ARTICLES OF INCORPORATION OF GENERAL COMMUNICATION, INC. and
knows the contents therein; and that each and all of said facts and matters are
true and correct to the best of his information and belief.



/s/
-------------------------
John M. Lowber




SUBSCRIBED AND SWORN to before me this 4th day of August, 1993.


/s/ Barbara Bearman
------------------------------
Notary Public in and for Alaska
My Commission Expires: 1-17-97


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