SC 13D: General Statement of Acquisition of Beneficial Ownership

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

General Communication, Inc.
(Name of Issuer)

Class A Common Stock
(Title of Class of Securities)

369385 10 9
(CUSIP Number)

Thomas R. Stephens, Esq.
Bartlit Beck Herman Palenchar & Scott
511 Sixteenth Street Suite 700
Denver, Colorado 80202
(303) 592-3100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 31, 1996
(Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].

Check the following box if a fee is being paid with the statement [ ] .
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)

Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

(Continued on following page(s))

Page 1 of 17 Pages


1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Centennial Fund III, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) X
(b)

3 SEC USE ONLY



4 SOURCE OF FUNDS*

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)




6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado


NUMBER OF 7 SOLE VOTING POWER

0 SHARES

BENEFICIALLY 8 SHARED VOTING POWER
742,357
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER

0 REPORTING

PERSON 10 SHARED DISPOSITIVE POWER

742,357 WITH

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
742,357

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

X

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.9%

14 TYPE OF REPORTING PERSON*
PN

* SEE INSTRUCTIONS BEFORE FILLING OUT!


1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Centennial Holdings III, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) X
(b)
3 SEC USE ONLY



4 SOURCE OF FUNDS*

Not applicable

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)




6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado


NUMBER OF 7 SOLE VOTING POWER

0 SHARES

BENEFICIALLY 8 SHARED VOTING POWER
742,357
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER

0 REPORTING

PERSON 10 SHARED DISPOSITIVE POWER

742,357 WITH

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
742,357

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

X

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.9%

14 TYPE OF REPORTING PERSON*
PN


* SEE INSTRUCTIONS BEFORE FILLING OUT!


Item 1. Security and Issuer.

This Statement relates to the Class A Common Stock (the "Shares") of
General Communication, Inc., an Alaska corporation (the "Company"). The
principal executive offices of the Company are located at 2550 Denalit Street,
Suite 1000, Anchorage, Alaska 99503-2781.

Item 2. Identity and Background

(a) This Statement is filed by Centennial Fund III, L.P., a
Colorado limited partnership ( Fund III ), by virtue of its direct beneficial
ownership of Shares, and by Centennial Holdings III, L.P., a Colorado limited
partnership ( Holdings III ), by virtue of being the sole general partner of
Fund III (collectively, the "Reporting Persons"). By signing this Statement,
each Reporting Person agrees that this Statement is filed on its behalf. Steven
C. Halstedt, G. Jackson Tankersley, Jr. and Jeffrey H. Schutz are the sole
general partners of Holdings III (the Individual Partners ). By virtue of the
relationships described above and their roles with Fund III and Holdings III,
each of the Individual Partners may be deemed to control Holdings III and Fund
III and may be deemed to possess indirect beneficial ownership of the Shares
held by Fund III. However, none of the Individual Partners, acting alone, has
voting or investment power with respect to the Shares directly beneficially held
by Fund III, and, as a result, each Individual Partner disclaims beneficial
ownership of the Shares directly beneficially owned by Fund III.

Each of the Individual Partners is also (i) one of the three general
partners of Centennial Holdings II, L.P., a Delaware limited partnership
( Holdings II ), which is, in turn, the sole general partner of Centennial Fund
II, L.P., a Delaware limited partnership ( Fund II ), which also received Shares
in the Transaction (as defined in Item 3 of this Statement), and (ii) one of the
three general partner of Centennial Business Development Company, a Delaware
limited partnership ( CBD ), which is, in turn, the sole general partner of
Centennial Business Development Fund, Ltd., a Delaware limited partnership
( CBDF ), which also received Shares in the Transaction. By virtue of the
relationships described above and their roles with Fund II, Holdings II, CBD and
CBDF, each of the Individual Partners may be deemed to control Fund II, Holdings
III, CBD and CBDF and may be deemed to possess indirect beneficial ownership of
the Shares held by Fund II and CBDF. However, none of the Individual Partners,
acting alone, has voting or investment power with respect to the Shares directly
beneficially held by Fund II or CBDF, and, as a result, each Individual Partner
disclaims beneficial ownership of the Shares directly beneficially owned by Fund
II and CBDF.

(b) The principal executive offices of Fund III and Holdings III,
and the business address of each Individual Partner, are located at 1428
Fifteenth Street, Denver, Colorado 80202-1318.

(c) Fund III is an venture capital investment partnership.
Holdings III s principal business is acting as the general partner of Fund III.
Each of the Individual Partners is a general partner of each of Holdings III,
Centennial Holdings IV, L.P., and Centennial Holdings V, L.P., which are engaged
in the business of acting as a general partner to venture capital investment
partnerships.

(d) Neither any of the Reporting Persons nor any of the Individual
Partners has been convicted in a criminal proceeding in the past five years
(excluding traffic violations or similar misdemeanors).

(e) During the past five years, neither any of the Reporting
Persons nor any Individual Partner was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
such person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws of finding any violation with respect to such laws.

(f) Fund III and Holdings III are Colorado limited partnerships.
Each of the Individual Partners is a citizen of the United States.


Item 3. Source and Amount of Funds or Other Consideration

In connection with the Company s acquisition of all equity
securities and profit participation rights in Prime Cable of Alaska, L.P., a
Delaware limited partnership ( Prime ) on October 31, 1996 (the Transaction ),
Fund III received 742,357 Shares in consideration of its interests in Prime and
Alaska Cable Inc., a Delaware corporation and a limited partner of Prime
( ACI ). The Transaction was effected, in part, pursuant to the Prime Purchase
Agreement, as amended (the Prime Purchase Agreement ) among the Company and the
holders of Prime s equity securities and profit participation rights (the Prime
Sellers ), and the merger agreement (the ACI Merger Agreement ) between a
wholly owned subsidiary of the Company and ACI. The foregoing description of
the Prime Purchase Agreement and the ACI Merger Agreement is qualified in its
entirety by reference to the attached Exhibit 1 and Exhibit 2, respectively,
which are incorporated herein by this reference.


Item 4. Purpose of Transaction

Fund III acquired the Shares described in Item 5 of this Statement
for investment only. Depending upon its evaluation of the Company's investments
and prospects, and upon future developments (including, but not limited to,
performance of the Shares in the market, the effective yield on the Shares,
availability of funds, alternative uses of funds, and money, stock market and
general economic conditions), Fund III may from time to time purchase Shares,
dispose of all or a portion of the Shares it holds (subject to certain
restrictions described under Item 6 of this Statement), or cease buying or
selling Shares. Any such additional purchases or sales of the Shares may be in
open market or privately-negotiated transactions or otherwise.

In connection with Transaction, Fund III and certain other
shareholders of the Company entered into a voting agreement with respect to the
Shares and Company s Class B Common Stock owned by such shareholders (the
Voting Agreement ). Fund II and CBDF are not parties to the Voting Agreement.
The other parties to the Voting Agreement are MCI Telecommunications Corporation
( MCI ), TCI GCI, Inc., Robert A. Duncan, Robert M. Walp, Austin Ventures, L.P.,
Prime Cable Growth Partners, L.P., Prime Venture I Holdings, L.P., Prime Cable
Limited Partnership, BancBoston Capital, Inc., First Chicago Investment
Corporation, Madison Dearborn Partners V, Prime Ventures II, L.P., William Blair
Venture Partners III Limited Partnership, and Prime II Management, L.P. The
Reporting Persons understand the parties to the Voting Agreement beneficially
own an aggregate of 23,839,491 Shares, or approximately 61.5% of the 38,772,050
Shares deemed outstanding (including, for this purpose, 19,648,382 Shares
outstanding as of August 19, 1996, plus 16,723,077 Shares issued in connection
with the Transaction and related matters, plus 2,400,591 Shares obtainable upon
conversion of the Company s Class B Common Stock held by parties to the Voting
Agreement, according to information contained in the Company's proxy statement
and prospectus dated October 4, 1996 (the Proxy Statement )). In addition, the
Reporting Persons understand the parties to the Voting Agreement beneficially
own an aggregate of 2,400,591 shares of the Company s Class B Common Stock, or
approximately 58.7% of the 4,085,461 outstanding shares of Class B Common Stock,
according to the Proxy Statement. The Voting Agreement replaces a previous
voting agreement among certain of the Company s shareholders.

Pursuant to the Voting Agreement, the parties thereto agreed to vote
their Shares and Class B Common Stock to cause the Board of Directors of the
Company (the Board ) to consist of not less than eight members. Fund III and
the other Prime Sellers that are parties to the Voting Agreement (the Prime
Parties ) have the right, subject to certain conditions, to nominate two members
of the Board, MCI has the right to nominate two members of the Board, TCI GCI,
Inc. has the right to nominate two members of the Board, and Robert A. Duncan
and Robert M. Walp each have the right to nominate one member of the Board. The
Voting Agreement requires the parties thereto, including Fund III, to vote their
Shares and Class B Common Stock for such nominees. The Voting Agreement
commenced on October 31, 1996 and will terminate following the Company s annual
meeting of shareholders in June 2001 or when only one person remains a party to
the Voting Agreement. Any party to the Voting Agreement, other than the Prime
Parties, will cease to be a party to the Voting Agreement when such party
disposes of more than 25% of the Shares and Class B Common Stock held by such
party as of October 31, 1996, and, in such case, each other party (including the
Prime Parties) may withdraw from the Voting Agreement (other than with respect
to the rights of the Prime Parties to nominate members of the Board). The right
of the Prime Parties to nominate two members of the Board is contingent upon the
Prime Parties owning at least 10% of the outstanding Shares and upon the
management agreement between Prime and the Company remaining in effect. The
Prime Parties will have the right to nominate only one member of the Board if
either such contingency is not satisfied, and will have no rights to nominate
members of the Board if neither such contingency is satisfied. The foregoing
description of the Voting Agreement is qualified in its entirety by reference to
the attached Exhibit 3, which is incorporated herein by this reference.

Except as described in this Item 4, none of the Reporting Persons
nor the Individual Partners has formulated any plans or proposals which relate
to or would result in any matter required to be disclosed in response to
paragraphs (a) through (j) of Item 4 of Schedule 13D.


Item 5. Interest in Securities of the Issuer.

(a) Fund III is the direct beneficial owner of 742,357 Shares, or
approximately 1.9% of the 38,772,050 Shares deemed outstanding (including, for
this purpose, 19,648,382 Shares outstanding as of August 19, 1996, plus
16,723,077 Shares issued in connection with the Transaction and related matters,
and 2,400,591 Shares obtainable upon conversion of the Company s Class B Common
Stock held by parties to the Voting Agreement, according to information
contained in the Proxy Statement). By virtue of the relationships reported
under Item 2 of this Statement, Holdings III may be deemed to share indirect
beneficial ownership of the Shares directly beneficially owned by Fund III.

In connection with the Transaction, Fund II acquired a total of
247,452 Shares, or approximately 0.7% of the 36,371,459 Shares outstanding
(including, for this purpose, 19,648,382 Shares outstanding as of August 19,
1996, plus 16,723,077 Shares issued in connection with the Transaction and
related matters, according to information contained in the Proxy Statement), and
CBDF acquired a total of 494,905 Shares, or approximately 1.4% of the 36,371,459
Shares outstanding (including, for this purpose, 19,648,382 Shares outstanding
as of August 19, 1996, plus 16,723,077 Shares issued in connection with the
Transaction and related matters, according to information contained in the Proxy
Statement).

The information included in the second and third paragraphs under
Item 4 of this Statement is hereby incorporated in its entirety by this
reference. Fund III and Holdings III each disclaim beneficial ownership of
Shares and Class B Common Stock held by parties to the Voting Agreement (other
than Fund III), and each Individual Partner disclaims beneficial ownership of
Shares and Class B Common Stock held by all parties to the Voting Agreement.

(b) Fund III has the direct power to direct the disposition of the
Shares held by it and, subject to the Voting Agreement, Fund III has the direct
power to vote the Shares held by it. By virtue of the relationships described
in Item 2, Holdings III may be deemed to share the indirect power to vote and
direct the disposition of the Shares held by Fund III.

(c) The information included under Item 3 of this Statement is
hereby incorporated in its entirety by this reference.

(d) Fund III has the right to receive and the power to direct the
receipt of dividends from, and proceeds from the sale of, the Shares held by it.

(e) Not applicable.


Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.

The information included under Item 3 of this Statement is hereby
incorporated in its entirety by this reference.

The information included in the second and third paragraphs under
Item 4 of this Statement is hereby incorporated in its entirety by this
reference.

In connection with the Transaction, Fund III, the other Prime
Sellers and the Company entered into a Registration Rights Agreement dated as of
October 31, 1996 pursuant to which Fund III may require the Company, subject to
certain limitations, to register Fund III s Shares for resale pursuant to the
Securities Act of 1933, as amended. In addition, Fund III has agreed to certain
holdback restrictions on Fund III s ability to sell Shares during the 149 day
period following the closing of the Transaction. The foregoing description of
the Registration Rights Agreement is qualified in its entirety by reference to
the attached Exhibit 4, which is incorporated herein by this reference.

In connection with the Transaction, Fund III and the other Prime
Sellers entered into an escrow agreement with the Company and the National Bank
of Alaska as escrow agent dated as of October 31, 1996 (the Escrow Agreement).
Pursuant to the Escrow Agreement, the Prime Sellers placed approximately 9.27%
of the Shares received by the Prime Sellers in the Transaction into an escrow
account for 180 days the benefit of the Company in the event of certain breaches
of the Prime Purchase Agreement by Prime. The foregoing description of the
Escrow Agreement is qualified in its entirety by reference to the attached
Exhibit 5, which is incorporated herein by this reference.

In addition, Fund III and certain of the Prime Sellers entered into
a second escrow agreement with Texas Commerce Bank National Association as
escrow agent dated as of May 2, 1996 (the ACI Escrow Agreement ) pursuant to
which Fund III and the other parties to the ACI Escrow Agreement agreed, in
connection with certain federal income tax continuity of interest
requirements, not to dispose of certain Shares for a period terminating on
November 5, 1997. The ACI Escrow Agreement applies to all of the Shares held by
Fund III. The foregoing description of the ACI Escrow Agreement is qualified in
its entirety by reference to the attached Exhibit 6, which is incorporated
herein by this reference.

Other than set forth above, neither any of the Reporting Persons nor
any Individual Partner has any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to securities of
the Company, including, but not limited to, transfer or voting of any such
securities, finder's fees, joint ventures, loans or option arrangements, puts or
calls, guarantees of profits, division of profits or losses, or the giving or
withholding of proxies.


Item 7. Material to be Filed as Exhibits.

Exhibit 1. Prime Securities Purchase Agreement dated as of May 2,
1996 among General Communication, Inc. and the holders of equity
securities and profit participation rights of Prime Cable of Alaska,
L.P., incorporated by reference to Exhibit 2.1 to the Registration
Statement on Form S-4 (No. 333-13473) filed by General
Communication, Inc. with the Securities and Exchange Commission on
October 4, 1996.

Exhibit 2. Form of Plan of Merger between GCI Cable, Inc. and
Alaska Cable, Inc. to be dated on or about October 31, 1996,
incorporated by reference to Exhibit 2.2.1 to the Registration
Statement on Form S-4 (No. 333-13473) filed by General
Communication, Inc. with the Securities and Exchange Commission on
October 4, 1996.

Exhibit 3. Form of Voting Agreement to be dated as of October 31,
1996 among certain shareholders of General Communication, Inc.,
incorporated by reference to Exhibit 9.1 to the Registration
Statement on Form S-4 (No. 333-13473) filed by General
Communication, Inc. with the Securities and Exchange Commission on
October 4, 1996.

Exhibit 4. Form of Registration Rights Agreement to be dated as of
October 31, 1996 among General Communication, Inc. and certain
shareholders of General Communication, Inc., incorporated by
reference to Exhibit 10.2 to the Registration Statement on Form S-4
(No. 333-13473) filed by General Communication, Inc. with the
Securities and Exchange Commission on October 4, 1996.

Exhibit 5. Form of Escrow Agreement to be dated as of October 31,
1996 among General Communication, Inc., the National Bank of Alaska
as escrow agent, and certain shareholders of General Communication,
Inc., incorporated by reference to Exhibit 2.1 to the Registration
Statement on Form S-4 (No. 333-13473) filed by General
Communication, Inc. with the Securities and Exchange Commission on
October 4, 1996.

Exhibit 6. ACI Escrow Agreement dated as of May 2, 1996 among Texas
Commerce Bank National Association as escrow agent and certain
shareholders of General Communication, Inc.



Signature

After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this Statement is true, complete and
correct.

Date: November 12, 1996


/s/ G. Jackson Tankersley, Jr.
G. Jackson Tankersley, Jr., as general
partner of Centennial Holdings III, L.P.,
general partner of Centennial Fund III,
L.P.