EXHIBIT 10.81

STATE OF ALASKA

THE ALASKA PUBLIC UTILITIES COMMISSION

Before Commissioners: Sam Cotten, Chairman
Alyce A. Hanley
Dwight D. Ornquist
Tim Cook
James M. Posey

In the Matter of the Application by )
GCI COMMUNICATION CORP. d/b/a GENERAL ) U-96-24
COMMUNICATION, INC., and d/b/a GCI )
for a Certificate of Public Conven- ) ORDER NO. 1
ience and Necessity to Operate as a )
Telecommunications (Local Exchange) )
Public Utility Service in and around )
Anchorage and Hope, Alaska )
________________________________________)

ORDER APPROVING APPLICATION, SUBJECT TO CONDITIONS:
REQUIRING FILING: AND APPROVING PROPOSED
TARIFF ON AN INCEPTION BASIS

BY THE COMMISSION:

On March 15, 1996, GCI COMMUNICATION CORP. d/b/a GENERAL COMMUNICATION,
INC., and d/b/a GCI (GCI), a previously certificated intrastate interexchange
(IXC) telecommunications provider, filed an application for a certificate of
public convenience and necessity (certificate) to operate as a
telecommunications (local exchange) public utility in an around Anchorage and
Hope, Alaska. GCI's local exchange service would be in competition with that
of the Municipality of Anchorage d/b/a Anchorage Telephone Utility a/k/a ATU
Telecommunications (ATU) within ATU's local exchange service area.

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The application was noticed to the public on March 29, 1996, with a
closing date of May 6, 1996, for submission of statements in support of, or
in opposition to, the application. On May 5, 1996, the Alaska Telephone
Association (ATA) filed comments which, in part, stated that it did not
oppose GCI's application, but would oppose entry absent goals and policies
that protect the public interest and that are not consistent with the
Telecommunications Act of 1996 (the Act).(1) On May 6, 1996, ATU filed
comments stating that it conditionally supported GCI's application. ATU
stated that it did not oppose GCI's application subject to the Commission
establishing appropriate conditions that protect consumers and ATU.

On May 6, 1996, Matanuska Telephone Association, Inc. (MTA), filed
comments stating that it did not oppose GCI's application, but opposed GCI's
request for a waiver of the Commission's service standards, and supported
ATU's suggestion that the Commission develop specific goals and objectives to
guide the development of a competition marketplace. Also on May 6, 1996,
Alascom, Inc. d/b/a AT&T Alascom (AT&T Alascom) filed comments stating, in
part, that it did not oppose GCI's application.

On May 17, 1996, GCI filed its reply to the comments of ATA, ATU, MTA,
and AT&T Alascom. In its reply GCI requested early approval of its
application, stating that none of the commentors


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(1)47 U.S.C.A. 151 et seq. as amended by the Act.

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had raised any significant factual or legal objection to GCI's application.

The Commission Staff (Staff) reviewed the application and comments
received in this proceeding and on September 24, 1996, submitted its analysis
and recommendation (Report) thereon. A copy of Staff's Report is attached to
this Order as an Appendix.

Staff's Report sets out in detail the history of the proceeding, the
public noticing of and the responses to the application, and Staff's findings
and recommendations regarding disposition of the application. Among other
things, Staff concluded that GCI has demonstrated that it is fit, willing,
and able to provide local exchange services within the requested area. Staff
recommended that GCI's application for a certificate to furnish
telecommunications (local exchange) service be approved with conditions.
Additionally, Staff recommended that the tariff GCI filed September 13, 1996,
be approved on an inception basis. Staff's recommended conditions of
certification were that GCI:

1. be required to maintain separate records and books for its local
exchange operation;

2. inform the Commission when GCI begins providing local exchange
service;

3. inform the Commission prior to beginning service of the manner in
which number portability will be provided;

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4. provide local exchange service area wide, upon request and to the
extent technically feasible, to all customers in the same service
classification and within its authorized service area;

5. file quarterly reports containing: the number of its access lines,
classified by residential and business, a) that are provided over its local
exchange facilities, b) that are provided over the facilities of an affiliate
of the local operation, and c) that are provided over the facilities of other
carriers; a statement of revenues and operating expenses associated with the
local exchange services; and a progress report regarding the installation of
facilities used to furnish local exchange services; and

6. file annual reports for its local exchange operation as required by
AS 42.05.451(b).

DISCUSSION

Based on its review of the record in this proceeding the Commission
concurs with Staff's conclusion that the proposed service is required for the
public convenience and necessity and that GCI has made a showing that it is
fit, willing, and able to provide that service. Further, the Commission has
determined that GCI's proposed local exchange tariff filed September 13,
1996, should be approved on an inception basis. In addition, the


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Commission concurs with the conditions that Staff recommended be placed on
the certificate.

Accordingly, the Commission accepts Staff's recommendation to
approve GCI's application subject to the following conditions.

1. GCI must maintain separate records and books for its local
exchange operation.

2. GCI must inform the Commission when the utility begins
providing local exchange service.

3. GCI must inform the Commission prior to beginning service of
the method by which the utility will provide number portability.

4. GCI must provide local exchange service area wide, upon
request and to the extent technically feasible, to all customers in the
same service classification and within its authorized service area.

5. GCI must file quarterly reports containing:

a. the number of its access lines, classified by residential
and business, that are provided over its local exchange facilities;

b. the number of its access lines that are provided over the
facilities of an affiliate of the local operation;


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c. the number of its access lines that are provided over the
facilities of other carriers;

d. a statement of revenues and operating expenses associated
with the local exchange services; and

e. a progress report regarding the installation of facilities
used to furnish local exchange services.

6. GCI must file annual reports for its local exchange operations
as required be AS 42.05.451(b).

Before GCI may provide local exchange services, it must have on file
with the Commission an approved tariff for intrastate IXC access and, thus,
will be required to make that filing and gain Commission approval of the
access tariff before providing local exchange service. The Commission notes
that on December 11, 1996, GCI and ATU filed an intrastate access charge
proposal. The proposal contained the following agreements.

1. GCI agreed to accurately report all IXC conversation minutes to
the Alaska Exchange Carriers Association (AECA) Common Line Pool as if those
minutes originated or terminated on ATU.

2. GCI agreed to charge IXCs the AECA tariffed traffic sensitive
rates and pay all required revenues to the AECA. ATU would then
recompense GCI by paying to GCI the following, and pool participants other
that ATU would retain all distributions from the pools.


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a. (AECA Switching & Information Surcharge Rates)
X (GCI Switched Minutes) X (ATU Distribution Percentage);
and

b. (AECA Dedicated Trunk Rate) X (Dedicated
Trunks) X (ATU Distribution Percentage).

3. Terms of the proposal are to extend to the date of
state reform or December 31, 1997, whichever occurs first.

4. Number Portability: GCI also agreed to use the methodology
specified above to determine the traffic sensitive access revenue
for intrastate toll traffic for transiting both GCI and ATU
networks. The rate charged would be the same as in (2) (a) above,
except multiplied by 0.5. Nontraffic sensitive revenue would not
be shared.

By Order U-96-98 (i),(2) dated December 16, 1996, the Commission,
among other things, resolved arbitrated issues in that proceeding and
accepted the primary arbitrator's award in Issue No. 10 regarding intrastate
access charges, as refined by the Commission's adoption of GCI's intrastate
access charge proposal. The Commission stated in that Order that acceptance
of the proposal was subject to the express condition that, for the purpose of

_________________

(2)That Order was issued in the proceeding entitled: IN THE MATTER OF
THE PETITION BY GCI COMMUNICATION CORP. FOR ARBITRATION UNDER SECTION 252 OF
THE TELECOMMUNICATIONS ACT OF 1996 WITH THE MUNICIPALITY OF ANCHORAGE D/B/A
ANCHORAGE TELEPHONE UTILITY A/K/A ATU TELECOMMUNICATIONS FOR THE PURPOSE OF
INSTITUTING LOCAL EXCHANGE COMPETITION.

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establishing the services eligible for resale in the future, no issue should
be considered to have been finally determined or adjudicated by virtue of its
acceptance of the Proposal. Based on its review of the record in Docket
U-96-89, the Commission has determined that the access tariff GCI is required
to file in this proceeding should reflect the terms and conditions of the
intrastate access charge proposal referenced above.

Staff's Report is incorporated herein by reference and adopted as
the Commission's findings of fact and conclusions of law.

ORDER

THE COMMISSION FURTHER ORDERS:


1. The application filed by GCI Communication Corp. d/b/a General
Communication Inc., and d/b/a GCI for a certificate of public convenience and
necessity for authority to operate as a telecommunications (local exchange)
public utility within the specific service area described in Attachment WEM-1
of the Appendix attached hereto is approved, subject to the following
conditions.

a. GCI Communication Corp. d/b/a General Communication, Inc., and
d/b/a GCI shall maintain separate records and books for its local
exchange operation.

b. GCI Communication Corp. d/b/a General Communication, Inc., and
d/b/a GCI shall notify the Commission when the utility begins
providing local exchange service.

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c. Prior to beginning service, GCI Communication Corp.
d/b/a General Communications, Inc., and d/b/a GCI shall notify
the Commission of the manner in which the utility will provide
number portability.

d. GCI Communication Corp. d/b/a General Communication,
Inc., and d/b/a GCI shall provide local exchange service area
wide, upon request and to the extent technically feasible, to
all customers in the dame service classification and within
its authorized service area.

e. GCI Communications Corp. d/b/a General Communication,
Inc., and d/b/a GCI shall file quarterly reports with the
Commission containing:

i. the number of its access lines, classified by
residential and business, that are provided over its
local exchange facilities;

ii. the number of its access liens that are
provided over the facilities of an affiliate of the local
operations;

iii. the number of its access lines that are
provided over the facilities of other carriers;

iv. a statement of revenues and operating expenses
associated with the local exchange services; and

v. a progress report regarding the installation of
facilities used to furnish local exchange services.


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f. GCI Communication Corp. d/b/a General Communication,
Inc., and d/b/a GCI shall file with the Commission annual
reports for the utility's local exchange operation as required
by AS 42.05.451(b).

2. By 4 p.m., March 6, 1997, GCI Communication Corp. d/b/a
General Communication, and d/b/a GCI shall file with the
Commission an access tariff that reflects the terms and conditions
of the intrastate access charge proposal filed by the parties in
Docket U-96-89, as refined by the Commission's adoption ot that
proposal in Order U-96-89(8) and as more fully delineated in the
body of the Order.

3. The proposed tariff filed by GCI Communication Corp.
d/b/a General Communications, Inc., and d/b/a GCI on September 13,
1996, is approved on an inception basis.(3)


DATED AND EFFECTIVE at Anchorage, Alaska, this 4th day of February,
1997.

BY DIRECTION OF THE COMMISSION
(Commissioner James M. Posey,
not participating.)



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(3)A Validated copy of the approved tariff will be forwarded
to the utility by the Commission Staff under separate cover.


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