CERTIFICATE OF SECRETARY

EXHIBIT 4.5.2

DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
DISTRICT DIRECTOR
450 GOLDEN GATE AVENUE, MS 7-4-01
SAN FRANCISCO, CA 94102
Employer Identification Number:
Date: MAR 13 1996 92-0072737
File Folder Number:
GENERAL COMMUNICATION, INC. 921000549
C/O MICHAEL SANCHEZ, ESQ. Person to Contact:
SHERMAN & HOWARD LLC MING TOM
633 17TH STREET, SUITE 3000 Contact Telephone Number:
DENVER, CO 80202 (415) 522-6057
Plan Name:
GENERAL COMMUNICATION, INC.
EMPLOYEE STOCK PURCHASE PLAN
Plan Number: 001

Dear Applicant:

We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.

Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.

The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.

This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.

This determination is subject to your adoption of the proposed amendments
submitted in your letter dated 1/10/96. The proposed amendments should be
adopted on or before the date prescribed by the regulations under Code section
401(b).

This determination letter is applicable for the amendment(s) adopted on
12/20/94.

This determination letter is also applicable for the amendment(s) adopted
on 9/1/95 & 10/24/95.

This determination letter is applicable for the plan adopted on 11/3/87.

This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.

This plan satisfies the nondiscrimination in amount requirement of
section 1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based
safe harbor described in the regulations.



Letter 835 (DO/CG)
Amendment to Registration Statement (S-8) Page 21
-2-

GENERAL COMMUNICATION, INC.

This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.

The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.

We have sent a copy of this letter to your representative as indicated in
the power of attorney.

If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.

Sincerely yours,

/s/

Richard R. Orosco
District Director

Enclosures:
Publication 794
Addendum





Letter 835 (DO/CG)
Amendment to Registration Statement (S-8) Page 22
-3-

GENERAL COMMUNICATION, INC.

This plan also satisfies the requirements of Code section 401(k).

This is an updated letter.



Letter 835 (DO/CG)
Amendment to Registration Statement (S-8) Page 23