GCI CABLE HOLDINGS, INC. ARTICLES OF INC.

ARTICLES OF INCORPORATION

OF

GCI CABLE HOLDINGS, INC.


We, the undersigned natural persons over the age of eighteen (18)
years, acting as incorporators of a corporation under the Alaska Corporation
Code, AS 10.06, do hereby adopt the following Articles of Incorporation for such
corporation.

ARTICLE I - Name

The name of the corporation ("Corporation") is: GCI Cable Holdings,
Inc.

ARTICLE II - Purposes and Powers

The purpose for which the Corporation is organized is to provide
telecommunication and cable business services, and in general, to pursue any
lawful purpose authorized under the Alaska Corporations Code.

The Corporation shall have and may exercise all of the general powers
of a natural person, including those provided in AS 10.06.010, as amended, and
may transact any or all lawful business for which corporations may be
incorporated under the Alaska Corporations Code.

ARTICLE III - Registered Office and Agent

The address of the Corporation's registered office and the name of its
registered agent is Hartig, Rhodes, Norman, Mahoney & Edwards, P.C., 717 "K"
Street, Anchorage, AK 99501.

ARTICLE IV - Capital

The Corporation shall have the authority to issue ten thousand (10,000)
shares of no par value stock. These shares shall be common voting shares, each
share having one (1) vote.

ARTICLE V - No Presumptive Rights

Pursuant to AS 10.06.210(a)(1)(B), no holder of any stock of the
Corporation shall be entitled to purchase, subscribe for or otherwise acquire,
as a matter of right, any new or additional shares of stock, of any class, in
the Corporation, any options or warrants to


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purchase, subscribe for or otherwise acquire any new or additional shares in the
Corporation, or any shares, bonds, notes, debentures, or other securities
convertible into or carrying options or warrants to purchase, subscribe for or
otherwise acquire any such shares.

ARTICLE VI - No Cumulative Voting

Pursuant to AS 10.06.420(d), shareholders shall not cumulate their
votes, but must vote shares held by them for as many persons as there are
directors to be elected.

ARTICLE VII - Power to Redeem Shares

Pursuant to AS 10.06.325, the Corporation has the power on majority
vote of the shareholders, to redeem, in whole or in part, any class of
outstanding shares.

ARTICLE VIII - Quorum of Shareholders

A quorum for the conducting of any shareholder business shall be
fifty-one percent (51%) of all outstanding shares that are entitled to vote.

ARTICLE IX - Initial Directors

The initial number of directors of the Corporation shall be five (5).
The names and addresses of the initial directors, who shall serve until the
first annual meeting of shareholders or until their successors are elected and
qualified are as follows:

Ronald A. Duncan
2550 Denali Street, Suite 1000
Anchorage, AK 99503

Larry E. Romrell
4643 S. Ulster, Suite 400
Denver, CO 80237

Donne F. Fisher
4643 S. Ulster, Suite 400
Denver, CO 80237

Robert M. Walp
2550 Denali Street, Suite 1000
Anchorage, AK 99503



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Carter Page
c/o Semaphore Partners
8101 Prentice Plaza
Suite M-200
Englewood, CO 80111

The number of directors may be increased or decreased from time to time
by an amendment of the Bylaws; but no decrease shall have the effect of
shortening the term of any incumbent director. The directors may fill any
vacancy on the board created by reason of removal or retiring of any director.

ARTICLE X - Alien Affiliates

The Corporation is not affiliated with any nonresident alien or a
corporation whose place of incorporation is outside the United States (as
defined in AS 10.06.990(2) and (3)).

ARTICLE XI - Liability of Directors

The directors of the Corporation shall not be liable to the Corporation
for monetary damages for a breach of fiduciary duty except for:

(1) A breach of a director's duty of loyalty to the
Corporation;

(2) Acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law;
or

(3) A transaction from which the director derives an
improper personal benefit.

ARTICLE XII - Bylaws

The initial Bylaws of the Corporation shall be adopted by the Board of
Directors, and the power to alter, amend or repeal the Bylaws shall be reserved
to the board. The Bylaws may contain any provision for the regulation and
management of the affairs of the Corporation not inconsistent with the Alaska
Corporation Code or with these Articles of Incorporation.

ARTICLE XIII - Duration

The duration of the Corporation shall be perpetual.



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ARTICLE XIV - Effective Date

These Articles will be effective upon filing.

IN WITNESS WHEREOF, I have signed these Articles this 15th day of
October, 1996.


/s/
Ronald A. Duncan

IN WITNESS WHEREOF, I have signed these Articles this 15th day of
October, 1996.


/s/
John M. Lowber


STATE OF ALASKA )
) ss.
THIRD JUDICIAL DISTRICT )

The foregoing Articles of Incorporation of GCI Cable Holdings, Inc. was
acknowledged before me this 15th day of October, 1996, at Anchorage, Alaska, by
Ronald A. Duncan.


/s/ Barb Bearman
Notary Public in and for the State of Alaska
My commission expires: 1-17-97
STATE OF ALASKA )
) ss.
THIRD JUDICIAL DISTRICT )

The foregoing Articles of Incorporation of GCI Cable Holdings, Inc. was
acknowledged before me this 15th day of October, 1996, at Anchorage, Alaska, by
John M. Lowber.

/s/ Barb Bearman
Notary Public in and for the State of Alaska
My commission expires: 1-17-97
ymg\f:\docs\6552\38\articles.gci\October 4, 1996 (3:07pm)



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