EXHIBIT 10.83

EXHIBIT 10.83

SUPPLY CONTRACT BETWEEN
TYCO SUBMARINE SYSTEMS LTD.
AND
ALASKA UNITED FIBER SYSTEM PARTNERSHIP
Contract Variation No. 1

This Contract Variation No. 1 ("CV1"), dated effective as of December 1, 1997,
is between Tyco Submarine Systems Ltd. (formerly known as Submarine Systems
International Ltd.), a Delaware corporation ("Contractor") and the Alaska United
Fiber System Partnership, an Alaska general partnership ("AU" or "Purchaser") as
assignee of GCI Communication Corp., an Alaska corporation ("GCICC," and
Contractor and AU, collectively, the "Parties," or individually, a "Party").

WHEREAS, Article 6 (Contract Variations) of that certain Supply Contract between
Contractor and GCICC dated effective as of July 11, 1997 ("Supply Contract"),
provides for the Parties' ability to modify the Supply Contract;

WHEREAS, dated effective as of October 3, 1997, GCICC assigned all its rights
and delegated all its duties under the Supply Contract to AU;

NOW, THEREFORE, for valuable consideration hereby acknowledged, the Parties
agree as follows:

1. Definitions. Unless specifically defined or redefined below, capitalized
terms used herein shall have the meanings ascribed thereto in the Supply
Contract.

2. Recitals. The Recitals are hereby modified by replacing in its entirety the
first recital with the following new recital:

WHEREAS, Purchaser desires to establish a fiber optic
submarine cable system, to be known as Alaska United Fiber
System ("System") linking the State of Alaska, with landings
in Juneau at Lena Point North and Whittier at Lookout Point,
and the State of Washington, with a landing in Norma Beach at
Puget Sound, and such System is hereby defined to also include
the Valdez Extension, as defined below;

and, the Recitals are further modified by adding the following new recital:

WHEREAS, Purchaser desires by this CV1 to include into the
Work the addition of an extension of the System from Whittier
to Valdez, Alaska (the "Valdez Extension") and to make certain
other modifications to the Supply Contract;


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3. Article 2, Documents Forming the Entire Contract, is hereby amended with the
following documents:

- A Technical Volume; Volume 2-Valdez Extension
- A revised Plan of Work; Appendix 6.1
- A Provisioning Schedule; Appendix 1(A)-Valdez Extension
- A Billing Schedule; Appendix 2(A)-Valdez Extension
- An Appendix 7; Straight Line Diagram-Valdez Extension

The balance of Article 2 remains unchanged hereby.

4. Article 4(A), Contract Price is hereby amended and restated in its entirety
as follows:

A. Contract Price.

1. Prices shall be as set forth in Appendix 1,
Provisioning Schedule. The initial Contract Price in
United States Dollars (US $) is $********** ("Initial
Contract Price") for the System.

2. The CV1 initial Contract Price in United States
Dollars (US $) is $********** for the Valdez
Extension ("CV1 Initial Contract Price").

5. Article 5, Terms of Payment, is hereby modified as follows:

Article 5(A)2 is amended by replacing the first sentence with the following
sentence:

"On or before **********, payment by Purchaser shall be
secured by **********."

Article 5(A)3 is replaced in its entirety with the following:

5(A)(3). The Payment Security for the Supply Contract and this
CV1 will be (i) in the initial amount of $**********; and (ii)
AU shall make an ********** payment **********, amounting to
$**********, in accordance with the new Billing Schedule;
Appendix 2(A). The ********** payment shall be correspondingly
reduced by such $**********, plus **********.

For the purposes of the Valdez Extension, Article 5(B) is hereby amended to add
new Subarticles as follows:



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5. Terms of Payment for CV1.

(a) Down Payment. ********** of the CV1 Initial
Contract Price ("CV1 Down Payment"), as provided in the CV1 Billing Schedule,
shall be due after the execution of this CV1, and on or before **********.

(b) Progress Payments. ********** of the CV1 Contract
Price will be invoiced in accordance with the Billing Schedule in Appendix 2
(A).

(c) Final Payment
(i) The remaining balance, ********** of the CV1
Contract Price, will be invoiced upon the
issuance of the Certificate of Provisional
Acceptance for the Valdez Extension, as set
forth in Article 9.

(ii) In the event a Certificate of Commercial
Service is issued prior to the issuance of
the Certificate of Provisional Acceptance,
the Purchaser shall be invoiced **********
of the remaining balance upon issuance of
the Certificate of Commercial Service, with
the balance to be invoiced upon the issuance
of the Certificate of Provisional
Acceptance.

Article 5(D)5 is hereby superseded and replaced in its entirety with the
following provision:

5. An invoice shall be deemed to have been accepted for
payment if the Purchaser does not present a written
good faith objection within ********** of the receipt
date of the invoice by Mail, as defined in Article
35.

The balance of Article 5 remains unchanged hereby.

6. Article 9, Acceptance. Article 9(B)(1) is hereby amended by modifying (i) the
first sentence and (ii) inserting a new sentence after the first line of the
existing text, with the balance of the section remaining unchanged, as follows:



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B. Provisional Acceptance
1. This System shall be ready for Provisional Acceptance
by **********. The Valdez Extension shall be ready
for Provisional Acceptance by ********** ("CV1
Completion Date"). Provisional Acceptance occurs when
the results of the Acceptance Testing demonstrate
that the Work is sufficient to realize the System
performance requirements set forth in the
Specifications or such other System performance
levels as agreed upon as acceptable by the Purchaser
and the Contractor (hereinafter collectively
"Performance Requirements"), and the Contractor has
fulfilled its commitments under the Contract.

7. Article 10, Warranty. Article 10A, Warranty is hereby amended by adding the
following sentence at the end of Article 10(A):

The Warranty for the Valdez Extension shall ********** for the
entire system.

A new Article 10(E) is hereby added as follows:

E. Notwithstanding to the contrary in Article 10(A),
SL101 Cable provided by Contractor for the Valdez
Extension shall include **********.

8. Article 22, Liquidated Damages. Article 22 is hereby amended and restated in
its entirety as follows:

Article 22, Liquidated Damages
A. For the System (other than the Valdez Extension) the Contractor
shall pay to the Purchaser by way of pre-estimated and liquidated
damages for the delay and not as a penalty, an assessed amount equal to
********** under the following limited circumstances:


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1. If the System **********:

(a) Article 6 (Contract Variations);
(b) Article 17 (Force Majeure); or
(c) Other arrangements as agreed between the Purchaser
and the Contractor; or

2. If **********.

B. For the Valdez Extension only, the Contractor shall pay to the
Purchaser by way of pre-estimated and liquidated damages for the delay
and not as a penalty, an assessed amount equal to **********.

9. Article 45, Performance Guarantee. Article 45(A) is amended in its entirety
as follows:

A. Contractor shall, by **********, provide a performance guarantee (in
a format mutually and reasonably acceptable to the Parties) to Purchaser having
a value of ********** (1) ********** (2) ********** (hereinafter referred to as
the "Guarantee Amount").

Article 45(B) is amended by deleting reference to ********** and replacing it
with "Guarantee Amount."

10. Entire Agreement; Ratification. The Supply Contract and this CV1 represent
the final agreement between the Parties and may not be contradicted by evidence
of prior, contemporaneous or subsequent oral agreement of the Parties. There are
no unwritten oral agreements between the Parties. Except as modified or
supplemented hereby, the Supply Contract and this CV1 and all other documents
and agreements executed in connection therewith shall continue in full force and
effect.

11. Counterparts. This CV1 may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument. In making
proof hereof, it shall not be necessary to produce or account for any
counterpart other than one



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signed by the Party against which enforcement is sought.

12. Governing Law. This CV1 shall be construed in accordance with the laws of
the State of Alaska.

13. Effectiveness. This Contract Variation shall become effective upon the
endorsement of Purchaser and Contractor.

14. Modifications only as Stated. Except as expressly modified in this CV1, in
all other respects, the Supply Contract shall remain unchanged by this CV1.

This CV1 is executed by duly authorized representatives of the Parties
as set forth below.

Tyco Submarine Systems Ltd. Alaska United Fiber System
Partnership
by GCI Fiber Co., Inc.,
a General Partner

By: /s/ C.L. Calandra By: /s/ Richard M. Dowling
Title: Vice President & General Counsel Title: Sr V.P.
Date: 12/3/97 Date: 97 December 1


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Plan of Work
Appendix 6.1