SC 13D: General Statement of Acquisition of Beneficial Ownership

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934


General Communication, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)

Class A Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)

369385 10 9
-------------------------------
(CUSIP Number)

Jeffery C. Garvey
AV Partners, L.P.
114 W. 7th Street, Suite 1300
Austin, Texas 78701
(512) 479-0055
- --------------------------------------------------------------------------------
(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 [x]. (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 purposes 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).
SCHEDULE 13D

CUSIP NO. 369385 10 9 PAGE 2 OF 10 PAGES



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

Austin Ventures, 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


Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER

NUMBER OF -0-

SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
23,020,664
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER

REPORTING 989,809

PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-

- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

23,020,664

- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]



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

Approximately 59.06%

- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

PN

- --------------------------------------------------------------------------------


CUSIP NO. 369385 10 9 13D PAGE 3 OF 10




ITEM 1. SECURITY AND ISSUER

Class A common stock (the "Stock")

General Communication, Inc.
2550 Denali Street, Suite 1000
Anchorage, Alaska 99503

ITEM 2. IDENTITY AND BACKGROUND

(a)-(c) This statement is being filed on behalf of Austin Ventures,
L.P., a Delaware limited partnership ("AVLP"). AVLP is
engaged in the principal business of acquiring and holding
securities for investment purposes.

AV Partners, L.P., a Delaware limited partnership ("AV
Partners"), is the general partner of AVLP. AV Partners is in
the principal business of acting as AVLP's general partner and
providing management and consulting services to AVLP and other
entities.

The general partners of AV Partners are Joseph C. Aragona,
Kenneth P. DeAngelis, Jeffery C. Garvey and William P. Wood
(collectively, the "General Partners"). Each of the General
Partners are in the principal business of acting as a general
partner of and providing management and consulting services to
AV Partners and other entities.

The address of the principal business and the principal office
of each of AVLP, AV Partners and the General Partners is 114
W. 7th Street, Suite 1300, Austin, Texas 78701.

(d) During the last five years, neither AVLP, AV Partners nor any
General Partner has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).

(e) During the last five years, neither AVLP, AV Partners nor any
General Partner has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and
as a result of such proceeding 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 or finding any violations with
respect to such laws.
CUSIP NO. 369385 10 9 13D PAGE 4 OF 10




(f) The General Partners are all United States citizens. AVLP and
AV Partners are each limited partnerships organized under the
laws of the State of Delaware.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

General Communication, Inc. ("Company") closed as of October 31, 1996
("Event Date") on the following purchase and acquisition transactions
and certain other related agreements ("Transactions"): (1) Prime
Securities Purchase and Sale Agreement, as amended by the parties at
closing ("Prime Purchase Agreement"); (2) Alaska Cable Purchase
Agreement; (3) Alaska Cablevision Asset Purchase Agreement; (4)
McCaw/Rock Horner Asset Purchase Agreement; (5) McCaw/Rock Seward
Asset Purchase Agreement; and (6) MCI Stock Purchase Agreement ("MCI
Purchase Agreement"). The Transactions include a new voting agreement
entered into between certain holders of Company common stock,
including the filer of this statement ("New Voting Agreement"), and a
registration rights agreement ("Prime Registration Rights Agreement").

Through the Transactions the Company has acquired, as of the Event
Date, interests in seven cable companies providing services in Alaska
as follows ("Cable Companies"): (1) all of the equity securities of,
and profit participation rights in, Prime Cable of Alaska, L.P., a
Delaware limited partnership ("Prime"); (2) substantially all of the
assets of the Alaskan Cable companies comprised of three Alaska
corporations as follows (collectively, "Alaskan Cable"): (a) Alaskan
Cable Network/Fairbanks, Inc., (b) Alaskan Cable Network/Juneau, Inc.
and (c) Alaskan Cable Network/Ketchikan-Sitka, Inc.; (3) substantially
all of the assets of Alaska Cablevision, Inc., a Delaware corporation;
(4) substantially all of the assets of McCaw/Rock Horner Cable
Systems, J.V., an Alaska joint venture; and (5) substantially all of
the assets of McCaw/Rock Seward Cable Systems, J.V., an Alaska joint
venture.

As part of the consideration for the acquisition of Prime and Alaskan
Cable, the Company, as of the Event Date, issued and sold 14,723,077
shares of the Stock (the "Cable Stock"), which was divided between
those companies for further distribution to their respective security
holders and subject to a share holdback: (1) Prime - 11,800,000
shares of the Stock (the "Prime Shares"); and (2) Alaskan Cable -
2,923,077 shares of the Stock to be distributed between the sole
shareholder of each of the three corporations comprising Alaskan Cable
in portions acceptable to the Company. Through the MCI Purchase
Agreement the Company issued, as of the Event Date, 2,000,000 shares
of the Stock ("MCI Stock") to MCI Telecommunications Corporation
("MCI").
CUSIP NO. 369385 10 9 13D PAGE 5 OF 10




The closing on the Prime Purchase Agreement and the closing on the MCI
Purchase Agreement were each contingent upon the closing of the other.
The Transactions were approved by the shareholders of the Company at
its annual meeting held on October 17, 1996. The security holders of
each Cable Company approved the Transaction corresponding to their
respective Cable Company or otherwise consented to the Transaction on
or prior to October 30, 1996.

As part of the issuance of the Cable Stock and at the time of the
issuance of the MCI Stock in the Transactions, the Prime Shares were
distributed to the following parties (the "Prime Sellers"): (i) Prime
Cable Growth Partners, L.P., a limited partner of Prime ("Prime
Growth"), (ii) Prime Venture I Holdings, L.P., a limited partner of
Prime and a general partner of Prime Growth ("Prime Holdings"), (iii)
Prime Cable Limited Partnership ("PCLP"), the sole shareholder of
Prime Cable Fund I, Inc., the sole general partner of Prime ("Prime
General Partner"), (iv) the shareholders of Alaska Cable, Inc., a
limited partner of Prime ("ACI"), which are named below, and (v) the
holders of the profit participation interests in Prime, which are
named below. Immediately prior to the Transactions, the shareholders
of ACI were Prime Growth, Prime Holdings, Prime Venture II, L.P.,
AVLP, William Blair Venture Partners III Limited Partnership,
Centennial Fund II, L.P., Centennial Fund III, L.P., and Centennial
Business Development Fund , Ltd. The holders of the profit
participation interests in Prime were BancBoston Capital, Inc., First
Chicago Investment Corporation and Madison Dearborn Partners V. AVLP,
the filer of this statement, is a shareholder of ACI and received
989,809 shares of the Stock (the "AVLP Shares") solely as the result
of its ownership interests in ACI.

ITEM 4. PURPOSE OF TRANSACTION

AVLP acquired the AVLP Shares for investment purposes, and AVLP
intends to review continuously and monitor its investment in the
Company. AVLP has the right under the Prime Purchase Agreement and
the Prime Registration Rights Agreement, with certain limitations, to
cause the Company to register the AVLP Shares for sale or distribution
pursuant to the Securities Act of 1933, as amended ("Securities Act").
AVLP has no current intention to transfer or otherwise dispose of the
AVLP Shares.

Pursuant to the Prime Purchase Agreement, at closing, certain of the
Prime Sellers, including AVLP, entered into the New Voting Agreement,
through their designated agent, Prime II Management, L.P. ("PIIM"),
with certain other shareholders of the Company. Under the New Voting
Agreement, the parties thereto agree to vote their shares of Company
common stock to cause the board of directors of the Company ("Company
Board") to be maintained at not less than eight members, and the Prime
Sellers who are parties to the agreement (and their distributees who
agreed in writing to
CUSIP NO. 369385 10 9 13D PAGE 6 OF 10



be bound thereby) have the right to nominate the individuals to fill
two of such positions. The New Voting Agreement requires the parties
to the agreement to vote for those nominees, and the nominees of the
other parties to the New Voting Agreement, with limiting conditions as
described in Item 6 of this statement.

Except as otherwise set forth above or as set forth in Item 6 in this
statement, the filer of this statement has no present plans or
proposals which may relate to or would result in any of the following:

(a) The acquisition by any person of any additional securities of
the Company, or the disposition of securities of the Company;

(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of
its subsidiaries;

(c) A sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;

(d) Any change in the present Company Board or management of the
Company, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the
Company Board;

(e) Any material change in the present capitalization or dividend
policy of the Company;

(f) Any other material change in the Company's business or
corporate structure including but not limited to, if the
Issuer is a registered closed-end investment company, any
plans or proposals to make any changes in its investment
policy for which a vote is required by section 13 of the
Investment Company Act of 1940;

(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person;

(h) Causing a class of securities of the Company to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of
a registered national securities association;

(i) A class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Act; or
CUSIP NO. 369385 10 9 13D PAGE 7 OF 10




(j) Any action similar to any of those enumerated above.

ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER

(a) Due to the New Voting Agreement and pursuant to Rule 13d-5,
each of the parties to the New Voting Agreement may be deemed
to be members of a "group," and thereby may be deemed to
beneficially own all of the shares owned by all other parties
to the New Voting Agreement. The parties to the New Voting
Agreement beneficially own directly 23,020,664 shares, or
59.06% of the outstanding Stock, 2,400,591 shares of which are
available upon the conversion of the same number of shares of
Class B common stock of the Company held by parties to the New
Voting Agreement. The "group" consists of AVLP, Prime Growth,
Prime Holdings, PCLP, BancBoston Capital, Inc., First Chicago
Investment Corporation, Madison Dearborn Partners V, Prime
Venture II, L.P., William Blair Venture Partners III Limited
Partnership, Centennial Fund III, L.P., PIIM, Ronald A.
Duncan, Robert M. Walp, MCI, and TCI GCI, Inc. ("TCI GCI").

AVLP expressly declares that the filing of this statement
shall not be construed as an admission that AVLP is, for the
purposes of Section 13(d) or 13(g) of the Act, the beneficial
owner of any securities covered by this statement. After
giving effect to such disclaimer, AVLP beneficially owns
directly 989,809 shares, or 2.7%, of the outstanding Stock.
AVLP holds no shares of the Class B common stock of the
Company.

(b) See Items 7-10 on the cover page.

(c) See Item 3 above.

(d) No other person has the right or the power to direct the
receipt of dividends or the proceeds from the sale of the
securities reported herein.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER

Pursuant to Section 14 of the Prime Purchase Agreement, the filer and
certain other Prime Sellers (through their designated agent, PIIM)
entered into the New Voting Agreement with Mr. Duncan, Mr. Walp, MCI
and TCI GCI all of whom are
CUSIP NO. 369385 10 9 13D PAGE 8 OF 10



shareholders of the Company. Under the New Voting Agreement, such
Prime Sellers and each such shareholder agree to vote all shares of
the Stock and Company Class B common stock subject to the agreement
for certain nominees to the Company Board, as set forth in the
agreement, and to vote all of those shares on other matters as further
described in this statement.

The New Voting Agreement provides that the parties thereto will, to
the extent possible, cause the full membership of the Company Board
will be maintained at not less than eight directors and that all
shares subject to the agreement will be voted as one block for the
election to the Company Board of individuals recommended by certain
parties to the agreement. The allocation of recommendations for
positions on the Company Board made by parties to the agreement is as
follows: (1) for recommendations from MCI, two nominees; (2) for
recommendations from Messrs. Duncan and Walp, one nominee each; (3)
for recommendations from TCI GCI, two nominees; and (4) for
recommendations from the Prime Sellers who are parties to the New
Voting Agreement, through PIIM, two nominees, for so long as such
Prime Sellers (and their distributees who agree in writing to be bound
by the terms of the agreement) collectively own at least 10% of the
then issued and outstanding shares of the Stock and a management
agreement entered into between PIIM and the Company ("Prime Management
Agreement") is in full force and effect. If only one of the stated
conditions pertaining to such Prime Sellers is satisfied, then such
Prime Sellers (and their distributees who elect in writing to be bound
thereby) are to be entitled to recommend only one nominee. If neither
of the conditions pertaining to such Prime Sellers are met, such Prime
Sellers are not entitled to recommend any nominee. Furthermore, under
the New Voting Agreement, the shares of Company common stock subject
to the agreement are to be voted on other matters to which the parties
to the agreement have unanimously agreed.

The stated term of the New Voting Agreement is through the completion
of the annual shareholder meeting of the Company to take place in June
2001, or until there remains only one party to the agreement,
whichever occurs first. However, the parties to the agreement may
extend its term but only upon unanimous vote and written amendment to
the agreement. A party to the agreement (other than the Prime Sellers
and their distributees who elect in writing to be bound thereby) will
be subject to the agreement until that party disposes of more than 25%
of the votes represented by that party's holdings of Company common
stock subject to the agreement. Notwithstanding the foregoing, each
party to the New Voting Agreement must remain a party as to voting for
nominees to the Company Board recommended by the Prime Sellers who are
parties to the agreement and to maintain at least eight members on
that board only for so long as either such Prime Sellers (and their
distributees who agree in writing to be bound by the terms of the
agreement) collectively own at least 10% of the then issued and
outstanding shares of the Stock or the Prime Management Agreement is
in effect.
CUSIP NO. 369385 10 9 13D PAGE 9 OF 10



The New Voting Agreement commenced effective as of the Event Date.
The New Voting Agreement replaces the previous voting agreement among
MCI; TCI GCI, Mr. Duncan and Mr. Walp. Under the Prime Registration
Rights Agreement, the initial distribution to and, to the extent
required, subsequent resales or distributions by the Prime Sellers
(and their distributees) of their portion of the Prime Shares will be
registered under the Securities Act. To the extent subsequent resale
or distributions by the Prime Sellers (and their distributees) are
required to be registered, the Company will keep the prospectus
through which such offers would be made current for a period of two
years from the Event Date or otherwise satisfy its responsibilities
for registration through other registration forms.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

The Prime Purchase Agreement is incorporated herein by reference from
the Registration Statement on Form S-4 (file number 333-13473) which
was declared effective by the Securities and Exchange Commission on
October 4, 1996 (the "Registration Statement"). Drafts of the New
Voting Agreement and the Prime Registration Rights Agreement, which
were each exhibits to the Prime Purchase Agreement, are incorporated
herein by reference from the Registration Statement.
CUSIP NO. 369385 10 9 13D PAGE 10 OF 10




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.



Austin Ventures, L.P.

By: AV Partners, L.P.,
Its: General Partner

Dated: November 11, 1996 By: /s/ JEFFERY C. GARVEY
----------------------------
Jeffery C. Garvey,
General Partner



ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).