As Filed with the Securities and Exchange Commission on September 23, 1999
                                                   Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           GENERAL COMMUNICATION, INC.
               (Exact name of issuer as specified in its Charter)

            ALASKA                                               92-0072737
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

          2550 Denali Street, Suite 1000, Anchorage, Alaska 99503-2781
               (Address of Principal Executive Offices) (zip code)

                           GENERAL COMMUNICATION, INC.
                         REVISED 1986 STOCK OPTION PLAN
                            (Full title of the plan)

                                 John M. Lowber
                           General Communication, Inc.
          2550 Denali Street, Suite 1000, Anchorage, Alaska 99503-2781
                    (Name and address of agent for service)
                                  907.265.5600
          (Telephone number, including area code, of agent for service)

                            Copy to: Julius J. Brecht
         Wohlforth, Vassar, Johnson & Brecht, A Professional Corporation
             900 West 5th Avenue, Suite 600, Anchorage, Alaska 99501
                                  907.276.6401
<TABLE>
<CAPTION>
                                           CALCULATION OF REGISTRATION FEE
=================================================================================================================
                                                   Proposed              Proposed Maximum           Amount of
 Title of Securities to        Amount to            Maximum             Aggregate Offering        Registration
      be Registered          be Registered      Offering Price (1)            Price                    Fee
=================================================================================================================
<S>                             <C>             <C>                        <C>                   <C>
General Communication,
Inc. Class
A Common Stock                  1,500,000       $7,410,000                 $7,875,000            $2,122.53
=================================================================================================================
<FN>

1        Estimated  solely for the purpose of calculating the amount of the  registration  fee, based upon the average of
the high and low prices of $4.94 per share and $5.25 per share,  respectively,  for the Class A common  stock,  i.e.,  an
average of $5.09 per share,  which will be the subject of the options  under the Plan, as quoted on the Nasdaq Stock Market
on September 21, 1999.
-----------------
</FN>
</TABLE>
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

         The contents of the initial  Registration  Statement  pertaining to the
General  Communication,  Inc.  Revised  1986  Stock  Option  Plan filed with the
Securities  and Exchange  Commission on Form S-8 on April 5, 1993  (Registration
No. 33-60222),  the post-effective  amendment no. 1 filed with the Commission on
Form S-8 POS on August 24, 1995 (Registration No. 333-8758),  the post effective
amendment  no. 2 filed with the  Commission on Form S-8 POS on February 20, 1998
(Registration  No.  333-8762),  and the Company's annual report on Form 10-K for
the year ended December 31, 1998, as amended, are incorporated by reference into
this  Registration  Statement,  provided  that the  incorporation  by  reference
required  under  Part  II,  item 3 of Form  S-8  applies  as of the date of this
Registration Statement. Required opinions, consents, and signatures are included
in this amendment.

Item 2.  Registrant Information and Employee Plan Annual Information

         See Item 1.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         See Item 1.

Item 4.  Description of Securities

         See Item 1.

Item 5.  Interests of Named Experts and Counsel

         See Item 1.

Item 6.  Indemnification of Directors and Officers

         See Item 1.



Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 2
<PAGE>
Item 7.  Exemption from Registration Claimed

         See Item 1.

Item 8.  Exhibits

         See  Exhibit  Index  and  exhibits  at  the  end of  this  Registration
         Statement.

Item 9.  Undertakings

         The Company hereby undertakes each and every one of the following:

          (1)     To file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   Registration
                  Statement:

                  (i)      To  include  any   prospectus   required  by  Section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of the  Registration
                           Statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in the Registration  Statement;
                           notwithstanding   the  foregoing,   any  increase  or
                           decrease  in volume  of  securities  offered  (if the
                           total dollar value of  securities  offered  would not
                           exceed that which was  registered)  and any deviation
                           from  the low or high  end of the  estimated  maximum
                           offering  range  may  be  reflected  in the  form  of
                           prospectus filed with the Commission pursuant to Rule
                           424(b)  (adopted  pursuant to the  Securities  Act of
                           1933, as amended) if, in the  aggregate,  the changes
                           in  volume  and  price  represent  no more than a 20%
                           change in the maximum  aggregate  offering  price set
                           forth in the "Calculation of Registration  Fee" table
                           in the effective Registration Statement; and

                  (iii)    To include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           the Registration  Statement or any material change to
                           such  information  in  the  Registration   Statement;
                           provided, however, that paragraphs (1)(i) and (1)(ii)
                           above do not apply if the  registration  statement is
                           on  Form  S-3,   Form  S-8,  or  Form  F-3,  and  the
                           information    required   to   be   included   in   a
                           post-effective   amendment  by  those  paragraphs  is
                           contained in periodic reports filed with or furnished
                           to the Commission by the


Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 3
<PAGE>
                           Company  pursuant  to  Section  13 or  15(d)  of  the
                           Exchange  Act that are  incorporated  by reference in
                           the Registration Statement;

          (2)     To agree that,  for the purpose of  determining  any liability
                  under the Securities Act, each such  post-effective  amendment
                  shall be deemed to be a new registration statement relating to
                  the  securities  offered  therein,  and the  offering  of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof;

         (3)      To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering;

         (4)      To agree that, for purposes of determining any liability under
                  the Securities Act, each filing of the Company's annual report
                  pursuant to Section  13(a) or 15(d) of the  Exchange Act (and,
                  where  applicable,  each  filing of the Plan's  annual  report
                  pursuant to Section 15(d) of the Exchange Act) incorporated by
                  reference in the Registration  Statement shall be deemed to be
                  a  new  registration  statement  relating  to  the  securities
                  offered  therein,  and the offering of such securities at that
                  time  shall be deemed  to be the  initial  bona fide  offering
                  thereof; and

         (5)      To  disclose,  in so far as  indemnification  for  liabilities
                  arising  under  the   Securities   Act  may  be  permitted  to
                  directors,  officers  and  controlling  persons of the Company
                  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
                  Company has been advised that in the opinion of the Securities
                  and Exchange Commission such indemnification is against public
                  policy   as   expressed   in  that  act  and  is,   therefore,
                  unenforceable;   and  in  the   event   that   a   claim   for
                  indemnification  against  such  liabilities  (other  than  the
                  payment  by the  Company  of  expenses  incurred  or paid by a
                  director, officer, or controlling person of the Company in the
                  successful  defense  of any  action,  suit or  proceeding)  is
                  asserted by such director,  officer,  or controlling person in
                  connection with the securities  being  registered,  to submit,
                  unless in the  opinion  of its  counsel  the  matter  has been
                  settled by  controlling  precedent,  to a court of appropriate
                  jurisdiction the question whether such  indemnification by the
                  Company is against  public policy as expressed in that act and
                  to be governed by the final adjudication of that issue.


Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 4
<PAGE>
                                   SIGNATURES

The Registrant.  Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Municipality of Anchorage,  State of Alaska, on September 22,
1999.

                                            GENERAL COMMUNICATION, INC.
                                            (Registrant)



By: /s/                                     By: /s/
    Ronald A. Duncan                            John M. Lowber
    President & Chief                           Senior Vice President & Chief
    Executive Officer                           Financial Officer
    (Principal Executive Officer)               (Principal Financial Officer)



                                            By: /s/
                                                Alfred J. Walker
                                                Vice President & Chief
                                                Accounting Officer
                                                (Principal Accounting Officer)



Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 5
<PAGE>
         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated:

/s/                                                           08/30/99
Ronald A. Duncan                                              Date
President, Chief Executive Officer and Director
(Principal Executive Officer)

/s/                                                           08/29/99
Carter F. Page                                                Date
Chairman of the Board
and Director

/s/                                                           --
Robert M. Walp                                                Date
Vice Chairman of the Board
and Director

/s/                                                           09/07/99
Ronald R. Beaumont, Director                                  Date

/s/                                                           09/04/99
Donne F. Fisher, Director                                     Date

/s/                                                           --
William P. Glasgow, Director                                  Date

/s/                                                           08/31/99
Stephen R. Mooney, Director                                   Date

/s/                                                           --
Larry E. Romrell, Director                                    Date

/s/                                                           --
James M. Schneider, Director                                  Date

/s/                                                           09/01/99
Christopher J. Shipman, Director                              Date



Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 6
<PAGE>
         The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
the Plan has duly caused this Registration  Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the locations and on the dates
indicated, effective for the Plan as of September 22, 1999.

GENERAL COMMUNICATION, INC. REVISED 1986 STOCK OPTION PLAN

By:      Stock Option Plan Committee



/s/                                                  09/04/99
Donne F. Fisher                                      Date



/s/                                                  --
William P. Glasgow                                   Date



/s/                                                  08/31/99
Stephen R. Mooney                                    Date



/s/                                                  --
Larry E. Romrell                                     Date



/s/                                                  --
James S. Schneider                                   Date



/s/                                                  09/01/99
Christopher J. Shipman                               Date



Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 7
<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549





                                   EXHIBITS TO



                         FORM S-8 REGISTRATION STATEMENT

                        UNDER THE SECURITIES ACT OF 1933

                       FOR THE GENERAL COMMUNICATION, INC.

                         REVISED 1986 STOCK OPTION PLAN








Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 8
<PAGE>


                                  EXHIBIT INDEX
                                  -------------

Exhibit No.                        Description
-----------                        -----------
4                    Instruments defining rights of security holders,  including
                     indentures

4.1 (1)              Restated    Articles    of   Incorporation    of    General
                     Communication, Inc.

4.2 (2)              Bylaws of General Communication, Inc.

4.3.1 (3)            Separate  resolutions  of Board of Directors of the Company
                     and of  Shareholders of the Company dated December 17, 1986
                     from  meetings  at  which  the  board  established  and the
                     shareholders  approved the  establishment of the 1986 Stock
                     Option Plan

4.3.2                Copy of the General Communication,  Inc. Revised 1986 Stock
                     Option Plan revised as of July 1, 1999

4.3.3 (3)            Resolution of  Shareholders of the Company adopted at their
                     September  15, 1988  meeting  approving  an increase in the
                     number of shares allocated to the Plan by 250,000 shares of
                     Class A common stock

4.3.4 (3)            Resolution of  Shareholders of the Company adopted at their
                     November 12, 1991 meeting approving  certain  amendments to
                     the  Plan   including   increasing  the  number  of  shares
                     allocated to the Plan by 1,500,000 shares of Class A common
                     stock

4.3.5 (3)            Resolution of Board of Directors of the Company  adopted at
                     its  meeting  on  December  5-6,  1991  approving   certain
                     amendments to the Plan including  changing the option price
                     per  share to less  than,  equal to,  or  greater  than the
                     market  value,  extending the option  exercise  period from
                     five to ten years, and making other changes to the Plan

4.3.6 (3)            Resolution of Board of Directors of the Company at its June
                     4, 1992 meeting to make  certain  changes to cause the Plan
                     to comply with Rule 16b-3



Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 9
<PAGE>
4.3.7 (4)            Resolution of Board of Directors of the Company  adopted at
                     its  meeting  on  February   9,  1995   approving   certain
                     amendments to the Plan  including  increasing the number of
                     shares  allocated to the Plan by 850,000  shares of Class A
                     common stock

4.3.8 (4)            Resolution of  Shareholders of the Company adopted at their
                     June 20, 1995 meeting approving  certain  amendments to the
                     Plan  recommended  by  the  Board  of  Directors  including
                     increasing  the number of shares  allocated  to the Plan by
                     850,000 shares of Class A common stock

4.3.9 (5)            Resolution of the Board of Directors of the Company adopted
                     at its meeting on February 6, 1997,  approving an amendment
                     to the Plan  increasing  the number of shares  allocated to
                     the Plan by 2,500,000 shares of Class A common stock

4.3.10 (5)           Resolution of  Shareholders of the Company adopted at their
                     November  25, 1997,  meeting  approving an amendment to the
                     Plan  recommended by the Board of Directors  increasing the
                     number of shares  allocated to the Plan by 2,500,000 shares
                     of Class A common stock

4.3.11               Resolution of Board of Directors of the Company  adopted at
                     its meeting on October 30, 1998  approving  an amendment to
                     the  Plan   relating  to   eligibility   requirements   for
                     individuals serving on the Stock Option Plan Committee

4.3.12               Resolution of the Board of Directors of the Company adopted
                     at its meeting on April 21, 1999  approving an amendment to
                     the Plan  increasing the number of shares  allocated to the
                     Plan by 1,500,000 shares of Class A common stock

4.3.13               Resolution of  shareholders of the Company adopted at their
                     June 10, 1999  meeting  approving  an amendment to the Plan
                     recommended by the board of directors increasing the number
                     of  shares  allocated  to the Plan by  1,500,000  shares of
                     Class A common  stock  and  ratify  action  by the board to
                     amend the Plan  relating to  eligibility  requirements  for
                     individuals serving on the Stock Option Plan Committee



Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 10
<PAGE>
4.3.14               Resolution  of Board of  Directors  of  Company  adopted by
                     unanimous  consent  in  lieu  of  meeting   appointing  six
                     employee  directors  of the  Company to serve as members of
                     the Stock  Option Plan  Committee,  effective as of July 1,
                     1999.

5                    Opinion re legality

5.1 (3)              Legal Opinion on Legality of Options and Shares dated March
                     30,  1993

5.2 (4)              Legal  Opinion  on  Legality  of Options  and Shares  dated
                     August 23, 1995

5.3 (5)              Legal  Opinion  on  Legality  of Options  and Shares  dated
                     February 20, 1998

5.4                  Legal  Opinion  on  Legality  of Options  and Shares  dated
                     September 22, 1999

15                   None

24                   Consents

24.1                 Consent  of  Wohlforth,   Vassar,   Johnson  &  Brecht,   A
                     Professional Corporation

24.2                 Consent  of   Harris,   Mericle,   Wakayama   &  Mason,   A
                     Professional Limited Liability Company

24.3                 Consent of KPMG LLP

99                   None


---------------------------------------------------------
1.       Incorporated  by  reference  and  previously  filed  with the SEC as an
         exhibit to the Company's  annual report on Form 10-K for the year ended
         December 31, 1997.
2.       Incorporated  by  reference  and  previously  filed  with the SEC as an
         exhibit to the Company's  quarterly report on Form 10-Q for the quarter
         ended March 31, 1994.
3.       Incorporated  by  reference  and  previously  filed  with the SEC as an
         exhibit to the Company's  Registration for the Plan  (Registration  No.
         33-60222) filed April 5, 1993.
4.       Incorporated  by  reference  and  previously  filed  with the SEC as an
         exhibit  to  the  Company's  post-effective  amendment  no.  1  to  the
         Company's  Registration for the Plan  (Registration No. 333-8758) filed
         August 24, 1995.
5.       Incorporated  by  reference  and  previously  filed  with the SEC as an
         exhibit to the Company's registration of additional shares for the plan
         (Registration No. 333-8762) filed February 20, 1998.



Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 11
<PAGE>
                                                                   EXHIBIT 4.3.2



                            CERTIFICATE OF SECRETARY

         I, JOHN M.  LOWBER,  the duly  elected and acting  Secretary of General
Communication,  Inc., an Alaska corporation,  do hereby certify and declare that
the document attached hereto as Exhibit 4.3.2A is a true and correct copy of the
General  Communication,  Inc. Revised 1986 Stock Option Plan dated as of July 1,
1999,  revised in  accordance  with the  amendments  to the plan  adopted by the
shareholders of General Communication, Inc. at their annual meeting held on June
10, 1999.

         Executed this 21st day of September 1999, at Anchorage, Alaska.




                                            GENERAL COMMUNICATION, INC.




                                            By: /s/
                                                John M. Lowber, Secretary


         SUBSCRIBED AND SWORN TO before me this 21st day of September, 1999.


                                                /s/
                                            Notary Public in and for Alaska
                                            My Commission Expires: 3/12/01



Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 12
<PAGE>
                                                                  EXHIBIT 4.3.2A








                         REVISED 1986 STOCK OPTION PLAN


                                       OF


                           GENERAL COMMUNICATION, INC.



                               As of July 1, 1999










GCI Stock Option Plan
As of 07/01/99
ASS00E3B/0618.0733                  Page 13
<PAGE>
                                TABLE OF CONTENTS

SECTION           TITLE                                              PAGE
-------           -----                                              ----

  1               Purpose                                              15

  2               Administration                                       15

  3               Shares Covered by the Plan                           17

  4               Eligibility                                          17

  5               Limitations on Granting of Options                   18

  6               Terms and Conditions of Options                      18

  7               Early Termination of Option                          19

  8               Payment for Stock                                    20

  9               Nontransferability of Options                        20

 10               Changes in Stock                                     20

 11               Employment Rights                                    21

 12               Miscellaneous                                        21

 13               Duration and Amendment of the Plan                   21




GCI Stock Option Plan
As of 07/01/99
ASS00E3B/0618.0733                  Page 14
<PAGE>
         Section 1. Purpose.  The purpose of this Revised 1986 Stock Option Plan
of General  Communication,  Inc., as amended from time to time  ("Plan"),  is to
provide a special  incentive to selected  officers,  non-employee  directors and
other key employees of General  Communication,  Inc. ("GCI") and its present and
future  subsidiaries (GCI and such  subsidiaries  collectively the "Company") in
order to promote the  business of the Company and to  encourage  such persons to
accept or continue  employment or directorships  with the Company.  Accordingly,
the  Company  will  offer to sell  shares  of the  Class A  Common  Stock of GCI
("Stock") as provided in this Plan to such employees or  non-employee  directors
of the Company as are designated in accordance with the provisions of this Plan.

         Section  2.  Administration.  (a)  Option  Committee.  The Plan will be
administered  by the Board of Directors of GCI ("Board of Directors")  through a
committee  composed  of two or  more  members  of the  Board  of  Directors  and
appointed by the Board of Directors ("Option Committee").  A member of the Board
of  Directors  who is either  eligible  for options or to whom options have been
granted may vote on any matters affecting the  administration of the Plan or the
granting of options  under the Plan;  provided  that the grant or award of those
options is made with the selection of the individuals  described in Section 1 of
the Plan and decisions  concerning the timing,  pricing and amount of a grant or
award, to be made solely by the Option Committee.  The Option Committee shall be
composed of Non-Employee Directors.

                  (b) Non-Employee  Directors.  (i) For purposes of this Section
2, a  "Non-Employee  Director"  means a member  of the  Board of  Directors  who
satisfies the following:
                  (A)      Is not an  officer  of the  Company  or a  parent  or
                           subsidiary  of the Company,  or  otherwise  currently
                           employed by the Company or a parent or  subsidiary of
                           the Company;

                  (B)      Does not  receive  compensation,  ether  directly  or
                           indirectly,   from  the   Company   or  a  parent  or
                           subsidiary of the Company, for services rendered as a
                           consultant  or  in  any  capacity  other  than  as  a
                           director,  except for an amount  that does not exceed
                           the  dollar  amount  for  which  disclosure  would be
                           required  pursuant to Item 404(a) of  Regulation  S-K
                           ("Regulation S-K") adopted pursuant to the Securities
                           Exchange Act of 1934;

                  (C)      Does not possess an interest in any other transaction
                           for which  disclosure  would be required  pursuant to
                           Item 404(a) of Regulation S-K; and



GCI Stock Option Plan
As of 07/01/99
ASS00E3B/0618.0733                  Page 15
<PAGE>
                  (D)      Is not engaged in a business  relationship  for which
                           disclosure would be required  pursuant to Item 404(b)
                           of Regulation S-K.

                  (ii) For purposes of this Section 2, the term  "officer"  when
                  applied  to  the  Company  means  the   Company's   president,
                  principal financial officer, principal accounting officer (or,
                  if there is no such accounting  officer,  the controller),  an
                  executive officer, any vice-president of the Company in charge
                  of a principal  business  unit,  division or function (such as
                  sales,  administration  or  finance),  any other  officer  who
                  performs a  policy-making  function,  or any other  person who
                  performs similarly policy-making functions for the Company.

                  (iii) For purposes of this Section 2, an "officer" of a parent
                  or subsidiary of the Company shall be deemed an officer of the
                  Company if the officer performs such  policy-making  functions
                  for the Company.

                  (c)  Authority  of  the  Option  Committee.   Subject  to  the
provisions  of the Plan,  the Option  Committee  is  authorized  and directed as
follows:

                  (i)      To direct the grant of stock options;

                  (ii) To  determine  which of the  employees  of the Company or
                  non-employee members of the Board of Directors will be granted
                  options to purchase Stock,  when such grants will be made, and
                  the number of shares of Stock to be covered by such options;

                  (iii) To determine  the fair market value of the Stock covered
                  by such options;

                  (iv) To determine  the nature and amount of  consideration  to
                  flow to the Company on such options;

                  (v) To  determine  the manner  and, in its  discretion  either
                  generally  or in any  one or  more  particular  instances,  to
                  accelerate  the  time  or  times  when  such  options  will be
                  exercisable;

                  (vi) To determine other conditions and limitations, if any, on
                  each  option  granted  under  the  Plan  (which  need  not  be
                  identical);

                  (vii)  To  prescribe  the  form or  forms  of the  instruments
                  evidencing  the  options and any  restrictions  imposed on the
                  Stock purchased under the options and of any other instruments
                  required  under the Plan and to change such forms from time to
                  time;



GCI Stock Option Plan
As of 07/01/99
ASS00E3B/0618.0733                  Page 16
<PAGE>
                  (viii) To adopt,  amend and rescind rules and  regulations for
                  the  administration  of the Plan and waive  compliance  either
                  generally  or in any one or more  particular  instances  by an
                  optionee with the  requirements of any such rule or regulation
                  or any option,  subject to the  provisions of the Plan and any
                  other applicable requirements;

                  (ix) To waive any  restrictions  imposed  with  respect to the
                  transferability  of Stock  acquired  on  exercise  of  options
                  granted under the Plan;

                  (x) To decide all questions and settle all  controversies  and
                  disputes which may arise in connection with the Plan; and

                  (xi)  To   interpret   the  Plan   and  to  make   all   other
                  determinations   deemed   necessary  or   advisable   for  the
                  administration of the Plan.

         (d) Quorum, Decision of Option Committee Binding, Notice. A majority of
the members of the Option Committee will constitute a quorum, and all decisions,
determinations  and  interpretations  of the Option  Committee will be made by a
majority of its members.  All decisions,  determinations and  interpretations of
the Option  Committee  will be binding on all parties  concerned.  Any decision,
determination  or  interpretation  of the Option Committee under the Plan may be
made without  notice or meeting of the Option  Committee  but must be in writing
signed by all of the members of the Option Committee.

         (e) The Option  Committee shall make at least one report per year as of
December 31 of the status of the Plan  including  the  following:  (i) the total
numbers of shares subject to grants made during that year; (ii) the total number
of shares  subject to grants as of that date;  (iii) the total  number of shares
issued pursuant to exercise of grants during that year; (iv) the total number of
shares  issued  pursuant  to  exercise  of grants;  and (v) the number of shares
remaining  allocated  to the Plan and not subject to grant of options  under the
Plan or otherwise issued through the Plan. The Board of Directors may, from time
to time,  direct the Option Committee to provide to the board other  information
and reports on the Plan.

         3. Shares  Covered by the Plan.  The Stock to be offered under the Plan
may be unissued shares as the Option  Committee may from time to time determine.
Subject to Section 10 of the Plan,  the number of shares  available and reserved
for issue  under  the Plan will not  exceed  7,200,000  shares of Stock.  Shares
covered by an option that remain  unpurchased  upon expiration or termination of
the option may be used for further options under the Plan.

         4. Eligibility.  Key employees of the Company  (including  officers and
directors who are employees) and non-employee  directors of the Company shall be
eligible for selection by the Option  Committee as optionees  under the Plan. In
selecting



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<PAGE>
the individuals to whom options shall be granted,  as well as in determining the
number of shares subject to each option,  the Option  Committee  shall take into
consideration the recommendations of the members of the Option Committee who are
also  employees  of the  Company and such  factors as it shall deem  relevant in
connection  with  accomplishing  the purposes of the Plan. An individual who has
been  granted an option may, if he or she is otherwise  eligible,  be granted an
additional option or options.

         5. Limitations on Granting of Options. Options may be granted under the
Plan until the Plan is  terminated  or  suspended by  resolution  adopted by the
Board of Directors.

         6. Terms and Conditions of Options.  All options granted under the Plan
shall be subject to the following  terms and  conditions and to such other terms
and  conditions as the Option  Committee  shall  determine to be  appropriate to
accomplish the purposes of the Plan:

                  (i)      Option  Price.  The  option  price per share of stock
                           under each  option  will be less  than,  equal to, or
                           greater than the fair market value  (rounded  down to
                           the  next  lowest  cent)  per  share  at the time the
                           option is granted. For purposes of the Plan, the fair
                           market  value and the  option  price per share of the
                           Stock on any date will be  determined  by the  Option
                           Committee  and may be  computed by such method as the
                           Option Committee will consider as reflecting the fair
                           market  value of the  Stock or a price  for the Stock
                           which is less than or greater  than that fair  market
                           value on that  date.  The  proceeds  of sale of Stock
                           subject  to  option  are to be added  to the  general
                           funds of the  Company  and  used  for such  corporate
                           purposes as the Board of Directors may determine.

                  (ii)     Time of  Granting  Options.  The  date of grant of an
                           option under the Plan shall, for all purposes, be the
                           date  on  which  the  Option   Committee   makes  the
                           determination  granting  such  option,  and no  grant
                           shall be deemed  effective  under  the Plan  prior to
                           such date. Notice of the determination shall be given
                           to each  employee  to whom an  option  is so  granted
                           within  a  reasonable  time  after  the  date of such
                           grant.

                  (iii)    Period of  Options.  The period of an option will not
                           exceed  ten  years  from  the date of  grant,  and no
                           option will be  exercisable  after the  expiration of
                           such  date.  Except as  provided  in Section 7 of the
                           Plan, an optionee  must, at the time of exercise,  be
                           an employee of the Company or non-employee  member of
                           the Board of Directors.




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<PAGE>
                  (iv)     Exercise of Options.  Except as hereinafter provided,
                           each option shall be made exercisable at such time or
                           times, whether or not in installments,  as the Option
                           Committee  shall  prescribe at the time the option is
                           granted.  In the case of an  option  not  immediately
                           exercisable in full, the Option  Committee may at any
                           time  accelerate the time at which all or any part of
                           the option may be exercised.

                  (v)      Six-Month  Holding  Period.  An option  granted under
                           this Plan must be held by the  optionee  for at least
                           six months from the date of grant or  acquisition  to
                           the  date  of   disposition  of  the  option  through
                           exercise, conversion, or assignment as may be allowed
                           under the Plan.

         7. Early  Termination of Option.  All options granted which have not as
yet  become   exercisable  shall  terminate   immediately  upon  termination  of
employment or termination of directorship for a non-employee director,  death or
disability. All exercisable options that have not been exercised shall terminate
as follows:

                  (i)      Termination of Employment or Directorship.  All right
                           to exercise an option shall  terminate  not more than
                           one  month  after  the   optionee's   employment   or
                           directorship terminates for any reason other than his
                           or her  death or his or her  disability  (within  the
                           meaning of Section  105(d)(4) of the Internal Revenue
                           Code).  Transfer  from  one  corporation  within  the
                           Company to another shall not be deemed termination of
                           employment.  The  Option  Committee  shall  have  the
                           authority  to  determine  in  each  case  whether  an
                           authorized leave of absence or absence on military or
                           governmental service shall be deemed a termination of
                           employment for purposes of this subsection.

                  (ii)     Death  of  Optionee.   If  any  optionee  dies  while
                           employed by or serving as a director of the  Company,
                           or within three months thereafter,  his or her option
                           shall  terminate  at the time  provided in the option
                           certificate for termination in the event of death or,
                           if the option certificate contains no such provision,
                           the  option  shall   terminate  one  year  after  the
                           optionee's death (but in each instance not later than
                           the date the option would otherwise  expire).  In the
                           meantime,  subject to the  limitations  in the option
                           certificate,  the  option  may  be  exercised  by the
                           executors or  administrators of the optionee's estate
                           or by the optionee's legatees or heirs.

                  (iii)    Disability.   In  the  event  of  termination  of  an
                           optionee's  employment or directorship as a result of
                           disability within the meaning of Section



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<PAGE>
                           105(d)(4) of the Internal Revenue Code, an optionee's
                           option  shall  terminate  one year  after  his or her
                           employment  terminates.  In no event, however, may an
                           option  be  exercised  after  the  expiration  of the
                           option period.

         8.  Payment for Stock.  Shares  which are subject to an option shall be
issued only upon receipt by the Company of full payment of the consideration for
the  shares  as to which the  option  is  exercised.  The  Company  shall not be
obligated  to  deliver  any  shares  unless  and  until,  in the  opinion of the
Company's  counsel,  all applicable  federal and state laws and regulations have
been  complied  with,  nor,  in the event the  outstanding  Stock is at the time
listed upon any stock exchange, unless and until the shares to be delivered have
been listed or  authorized  to be added to the listing upon  official  notice of
issuance  to such  exchange,  nor  unless or until all other  legal  matters  in
connection  with the issuance  and delivery of shares have been  approved by the
Company's counsel. Without limiting the generality of the foregoing, the Company
may require from the optionee such investment  representation or such agreement,
if any, as counsel for the Company  may  consider  necessary  in order to comply
with the Securities  Act of 1933, as amended,  and may require that the optionee
agree  that  any  sale of the  shares  will be made  only in such  manner  as is
permitted by the Option  Committee and that the optionee will notify the Company
when he or she makes any  disposition  of the shares  whether  by sale,  gift or
otherwise.  The Company shall use its best efforts to effect any such compliance
and listing,  and the optionee shall take any action reasonably requested by the
Company in such  connection.  An optionee shall have the rights of a shareholder
only as to shares actually acquired by him or her under the Plan.

         9.  Nontransferability  of Options. No option may be transferred by the
optionee otherwise than by will or by the laws of descent and distribution,  and
during the optionee's lifetime the option may be exercised only by the optionee.
More  particularly,  but without  limiting the generality of the  foregoing,  an
option  may  not be  assigned,  transferred  (except  as  provided  in the  next
preceding  sentence),  pledged, or hypothecated in any way (whether by operation
of law or  otherwise),  and will not be  subject  to  execution,  attachment  or
similar process. Any attempted assignment,  transfer,  pledge,  hypothecation or
other  disposition of any option contrary to the provisions of the Plan, and any
levy of any  attachment or similar  process upon an option will be null and void
and without effect,  and the Option  Committee may, in its discretion,  upon the
happening of any such event, terminate an option forthwith.

         10. Changes in Stock. In the event of a stock dividend,  stock split or
other change in corporate  structure or capitalization  affecting the Stock, the
number and kind of shares of stock on which  options  may be granted  hereunder,
the  number  and  kind of  shares  of stock  remaining  subject  to each  option
outstanding  at  the  time  of  such  change  and  the  option  price  shall  be
appropriately  adjusted by the Option Committee,  whose  determination  shall be
binding  on all  parties  concerned.  Subject  to  any  required  action



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<PAGE>
by the shareholders,  if GCI shall be the surviving corporation in any merger or
consolidation  (other than a merger or  consolidation  in which GCI survives but
its outstanding  shares are converted into securities of another  corporation or
exchanged for other  consideration),  any option granted hereunder shall pertain
and apply to the securities which a holder of the number of shares of Stock then
subject to the option  should have been entitled to receive.  A  dissolution  or
liquidation  of GCI  or a  merger  or  consolidation  in  which  GCI is not  the
surviving  corporation or its  outstanding  shares are so converted or exchanged
shall cause every option  hereunder to terminate,  but at least 20 days prior to
the effective date of any such  dissolution  or  liquidation  (or if earlier any
related  sale of all or  substantially  all  assets)  or of any such  merger  or
consolidation,  the Option  Committee shall either make all options  outstanding
hereunder  immediately  exercisable  or arrange that the  successor or surviving
corporation, if any, grant replacement options.

         11. Employment  Rights.  Neither the adoption of the Plan nor the grant
of any option  under it shall  confer upon any employee of the Company any right
to continued  employment with the Company, nor shall either interfere in any way
with  the  right  of the  Company  to  terminate  the  employment  of any of its
employees at any time, with or without cause.  Neither the existence of the Plan
nor the grant of any option hereunder shall be taken into account in determining
any damages to which an employee may be entitled upon  termination of his or her
employment.

         12.  Miscellaneous.  (a) Other Awards and Compensation.  The plan shall
not  restrict the  authority  of the Board of  Directors of the Company,  acting
directly or by authorization to any committee, for proper corporate purposes, to
grant or assume stock options or replacements or substitutions  therefor,  other
than under the Plan,  whether in connection  with any  acquisition or otherwise,
and with respect to any employee or other  person,  or to award bonuses or other
benefits to optionees under the Plan in connection with exercises under the Plan
or otherwise or to maintain or establish other  compensation or benefit plans or
practices.

         (b) Statutory References, etc. References to the provisions of statutes
and  regulations in the Plan shall be deemed to refer to such provisions as from
time to time in effect, unless the context suggests otherwise.

         13. Duration and Amendment of the Plan. (a) Termination,  Suspension or
Discontinuance  of Plan. The Plan shall continue until such time as the Board of
Directors'  adoption  of a  resolution  suspending  or  terminating  the Plan or
discontinuing granting options under the Plan; provided,  however, that any such
suspension,  termination  or  discontinuance  shall not affect any options  then
outstanding  under the Plan.  No  options  under the Plan may be  granted  after
termination of the Plan.




GCI Stock Option Plan
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<PAGE>
         (b)       Amendment of Plan.  The Plan may be amended only as follows:

                  (i)      Board  Action.  The Board of  Directors  from time to
                           time may make such modifications or amendments of the
                           Plan as it may deem  advisable  but may not,  without
                           prior approval of the  shareholders of GCI, except as
                           provided  in  Section  10 of the Plan,  do any of the
                           following:

                           (A)      Materially increase the benefits accruing to
                                    participants under the Plan;

                           (B)      Increase  the number of shares which will be
                                    available  and reserved  for issuance  under
                                    the Plan; and

                           (C)      Change  the  class of  persons  eligible  to
                                    receive options under the Plan.

                  (ii)     Affirmative  Vote Required.  The affirmative  vote on
                           matters  set forth in (b)(i) of this  Section 13 will
                           be  required by the holders of at least a majority of
                           the outstanding  securities of the Company present or
                           represented  and  entitled to vote at a meeting  duly
                           held in accordance with the Alaska Corporations Code,
                           the Articles of Incorporation of the Company, and the
                           Bylaws of the  Company,  and in  accordance  with the
                           rules and  regulations in effect  pursuant to Section
                           14(a) of the  Securities  Exchange Act of 1934 at the
                           time   of  such   vote   including   providing   such
                           information   concerning  the  Plan  which  would  be
                           required under those rules and regulations where such
                           written  information must be furnished by mail to the
                           last  known  address  of the  securities  holders  of
                           record  within 30 days prior to the date of  mailing,
                           and four copies of such written  information  will be
                           filed with or mailed for filing to the Securities and
                           Exchange  Commission not later than the date on which
                           it is first  sent or given to  securities  holders of
                           the Company.

         (c) Amendment of Outstanding  Options.  The Option Committee may at any
time or times  amend  any  outstanding  option or  options  for the  purpose  of
satisfying the  requirements  of any changes in applicable  laws or regulations.
Further,  it may,  with the  consent  of the  holder  of the  option,  make such
modifications or amendments as it shall deem advisable.

         (d) Limitation.  Except as provided in Section 10 of this Plan, neither
the  termination  nor  any  modifications  or  amendment  of  the  Plan  or  any
outstanding  option  shall,  without  the  consent  of the  holder  of an option
theretofore  granted under the Plan,



GCI Stock Option Plan
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<PAGE>
adversely  affect the rights of such holder with respect to such option or alter
or impair any option previously granted under the Plan.

         (e)  Termination of Right of Action.  Every right of action arising out
of or in  connection  with the Plan by or on  behalf of the  Company,  or by any
shareholder  of GCI against any past,  present or future  member of the Board of
Directors or against any employee,  or by an employee (past,  present or future)
against  the  Company  shall,  irrespective  of the place where an action may be
brought and  irrespective  of the place or  residence  of any such  shareholder,
director or employee,  cease and be barred by the expiration of three years from
the date of the act or  omission  with  respect to which such right of action is
alleged to have arisen.

         (f)  Effectiveness  of the Plan.  The Plan shall  become  effective  on
December 20, 1986, but shall be subject to approval by the  shareholders  of GCI
at a meeting of  shareholders  duly called and held, or by written  consent duly
given, no later than twelve months after the date of adoption of the Plan by the
Board of Directors.

         IN WITNESS  hereof,  General  Communication,  Inc.  has  executed  this
Revised 1986 Stock Option Plan of General Communication,  Inc. effective July 1,
1999.

                                            GENERAL COMMUNICATION, INC.



                                            /s/
                                            Ronald A. Duncan
                                            President and Chief Executive
                                            Officer



                                            /s/
                                            John M. Lowber
                                            Secretary

                                                                       [S E A L]


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ASS00E3B/0618.0733                  Page 23
<PAGE>
                                                                  EXHIBIT 4.3.11




                            CERTIFICATE OF SECRETARY

         I, JOHN M.  LOWBER,  the duly  elected and acting  Secretary of General
Communication,  Inc., an Alaska corporation,  do hereby certify and declare that
the resolution of the Board of Directors attached hereto as Exhibit 4.3.11A is a
true and correct copy of a resolution  duly adopted by the Board of Directors of
General Communication, Inc. at its meeting held on October 30, 1998.

         Executed this 21st day of September 1999, at Anchorage, Alaska.




                                            GENERAL COMMUNICATION, INC.




                                            By: /s/
                                                John M. Lowber, Secretary


         SUBSCRIBED AND SWORN TO before me this 21st day of September, 1999.


                                                /s/
                                            Notary Public in and for Alaska
                                            My Commission Expires: 3/12/01




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As of 07/01/99
ASS00E3B/0618.0733                  Page 24
<PAGE>
                                BOARD RESOLUTION


         RESOLVED,  that the Board of Directors of General  Communication,  Inc.
hereby  approves  certain  revisions  to the Revised  1986 Stock  Option Plan of
General  Communication,  Inc. ("Plan") to identify clearly that the Plan will be
administered  by the board  through  the Stock  Option Plan  Committee  ("Option
Committee")  established  by the board in February  1997 and to provide that the
membership on the Option  Committee shall be composed of non-employee  directors
as that term is defined under Rule  16b-3(b)(3)(i) of the regulations adopted by
the Securities and Exchange  Commission  pursuant to the Securities Exchange Act
of 1934 and to provide that the Option  Committee shall make at least one report
per year as of  December  31 of the  status  of the  Plan  and  that the  Option
Committee  shall provide other  information and reports on the Plan as the board
may, from time to time, direct;

         RESOLVED FURTHER,  that the President and the Secretary are directed to
take those  necessary steps to implement the changes in the Plan as attached and
to execute and date the revised Plan.

         DATED this 30th day of October 1998.




                                            /s/
                                            John M. Lowber, Secretary



Board Resolution
ASS00E3B/0618.0733                  Page 25
<PAGE>
                                                                  EXHIBIT 4.3.12




                            CERTIFICATE OF SECRETARY

         I, JOHN M.  LOWBER,  the duly  elected and acting  Secretary of General
Communication,  Inc., an Alaska corporation,  do hereby certify and declare that
the resolution of the Board of Directors attached hereto as Exhibit 4.3.12A is a
true and correct copy of a resolution  duly adopted by the Board of Directors of
General Communication, Inc. at its meeting held on April 21, 1999.

         Executed this 21st day of September 1999, at Anchorage, Alaska.




                                            GENERAL COMMUNICATION, INC.




                                            By:  /s/
                                                John M. Lowber, Secretary


         SUBSCRIBED AND SWORN TO before me this 21st day of September, 1999.


                                                 /s/
                                            Notary Public in and for Alaska
                                            My Commission Expires: 3/12/01



Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 26
<PAGE>
                                                                 EXHIBIT 4.3.12A

                                BOARD RESOLUTION


         RESOLVED,  that the Board of Directors of General  Communication,  Inc.
         ("Company")  hereby  approves  the  amendment to the Revised 1986 Stock
         Option Plan of the Company  last revised as of October 30, 1998 ("Stock
         Option Plan") by increasing the number of shares  allocated to the plan
         by 1.5 million shares of Class A common stock,  i.e., by increasing the
         number of shares  allocated to the plan from 5.7 million  shares to 7.2
         million shares;

         RESOLVED  FURTHER,  that the  president is directed to take those steps
         necessary to seek the approval from the  shareholders of the Company of
         the  proposed  amendment  to the Stock  Option Plan and  subsequent  to
         receiving that approval,  to take those steps  necessary to restate the
         plan with the amended provisions in it.




Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 27
<PAGE>
                                                                  EXHIBIT 4.3.13







                            CERTIFICATE OF SECRETARY

         I, JOHN M.  LOWBER,  the duly  elected and acting  Secretary of General
Communication,  Inc., an Alaska corporation,  do hereby certify and declare that
the  shareholder  resolution  attached  hereto as Exhibit  4.3.13A is a true and
correct  copy of a  resolution  duly  adopted  by the  shareholders  of  General
Communication, Inc. at their meeting held on June 10, 1999.

         Executed this 21st day of September 1999, at Anchorage, Alaska.




                                            GENERAL COMMUNICATION, INC.




                                            By: /s/
                                                John M. Lowber, Secretary


         SUBSCRIBED AND SWORN TO before me this 21st day of September, 1999.


                                               /s/
                                            Notary Public in and for Alaska
                                            My Commission Expires:  3/12/01




Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 28
<PAGE>
                                                                 EXHIBIT 4.3.13A







                             SHAREHOLDER RESOLUTION


         RESOLVED,  that the  following  amendments  to the  Revised  1986 Stock
         Option  Plan  ("Stock  Option  Plan") of  General  Communication,  Inc.
         ("Company")  adopted by the board of  directors  of the  Company at its
         April 21, 1999 meeting, relating to an increase in the amount of shares
         authorized,  and  at  its  October  30,  1998  meeting  relating  to an
         administrative amendment, are hereby approved and otherwise ratified by
         the  shareholders of the Company:  (1) to increase the number of shares
         authorized and allocated to the Stock Option Plan by 1.5 million shares
         of Class A common  stock,  i.e.,  to increase that number of authorized
         shares from 5.7 million  shares to 7.2 million shares of Class A common
         stock;  and (2) to amend the  Stock  Option  Plan to  change  the basic
         eligibility  criterion  for an  individual to be seated and to serve on
         the  Option  Committee,  which  administers  the  plan,  from that of a
         disinterested director to that of a "non-employee director" as the term
         is defined in the plan.




Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 29
<PAGE>
                                                                  EXHIBIT 4.3.14




                            CERTIFICATE OF SECRETARY

         I, JOHN M.  LOWBER,  the duly  elected and acting  Secretary of General
Communication,  Inc., an Alaska corporation,  do hereby certify and declare that
the resolution of the Board of Directors attached hereto as Exhibit 4.3.14A is a
true and correct copy of a resolution  duly adopted by the Board of Directors of
General Communication, Inc. by unanimous consent in lieu of a meeting, effective
as of July 1, 1999.

         Executed this 21st day of September 1999, at Anchorage, Alaska.




                                            GENERAL COMMUNICATION, INC.




                                            By: /s/
                                                John M. Lowber, Secretary


         SUBSCRIBED AND SWORN TO before me this 21st day of September, 1999.


                                                 /s/
                                            Notary Public in and for Alaska
                                            My Commission Expires: 3/12/01



Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 30
<PAGE>
                                                                 EXHIBIT 4.3.14A







                                   RESOLUTION


         RESOLVED,  that the Board of Directors of General  Communication,  Inc.
         ("Company") hereby appoints,  by unanimous consent in lieu of a meeting
         as allowed under Article IV,  Section 10 of the Company's  Bylaws,  the
         following six non-employee directors of the Company to serve as members
         of the Company's  Option  Committee (with that committee to select from
         its members a chair), effective as of July 1, 1999 and with each member
         to serve until replaced by the board:

                  Donne F. Fisher

                  William P. Glasgow

                  Stephen R. Mooney

                  Larry E. Romrell

                  James M. Schneider

                  Christopher J. Shipman

         DATED this 21st day of September, 1999.


                                            /s/
                                            John M. Lowber
                                            Secretary




Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 31
<PAGE>


                                                                     EXHIBIT 5.4


                       WOHLFORTH, VASSAR, JOHNSON & BRECHT
                           A PROFESSIONAL CORPORATION
JULIUS J. BRECHT                                                     TELEPHONE
CHERYL RAWLS BROOKING                                               907.276.6401
CYNTHIA L. CARTLEDGE
BARBARA J. DREYER                ATTORNEYS AT LAW                    FACSIMILE
ROBERT M. JOHNSON                                                   907.276.5093
BRADLEY E. MEYEN          900 WEST 5TH AVENUE, SUITE 600
KENNETH E. VASSAR                                                     E-MAIL
MARSHALL T. WHITE          ANCHORAGE, ALASKA 99501-2048          wvjb@alaska.net
ERIC E. WOHLFORTH


                               September 22, 1999



Ronald A. Duncan, President
General Communication, Inc.
2550 Denali Street, Suite 1000
Anchorage, Alaska  99503

         Re:      Opinion  As To  Legality  of Shares To Be Issued  Pursuant  To
                  General Communication,  Inc. Revised 1986 Stock Option Plan As
                  Revised As of July 1, 1999; Our File No. 618.0733

Dear Mr. Duncan:

         You have  requested  an  opinion  from this  firm on behalf of  General
Communication,  Inc. ("Company"), in connection with 1,500,000 shares of Class A
common  stock of the Company  ("Shares")  to be issued in  conjunction  with the
Company's  Revised  1986 Stock Option Plan  ("Plan"),  the  allocation  of which
Shares was  approved by the  shareholders  of the Company at its annual  meeting
held on June 10, 1999.

         It is this  firm's  understanding  that  the  facts  surrounding  these
proposed transactions are represented by the Company as follows ("Facts"):

         -        The Plan was adopted by the board of  directors of the Company
                  ("Board")  by  resolution  at its  December  17, 1986  meeting
                  called and conducted in accordance with the Restated  Articles
                  of  Incorporation  and Bylaws of the Company  ("Articles"  and
                  "Bylaws",  respectively),  and the  Plan was  approved  by the
                  Company's then sole shareholder,  Western Tele-Communications,
                  Inc., by resolution at the Company's  shareholder meeting held
                  on December 17, 1986.



Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 32
<PAGE>
Ronald A. Duncan, President
General Communication, Inc.
Re:  Opinion As To Legality of Shares
September 22, 1999
Page 2



         -        The  Articles  provide that the Company has the power to issue
                  and sell any  stock and  further  expressly  provides  for the
                  issuance of Class A common stock.

         -        The Plan  initially  provided  for the  granting of options to
                  eligible employees to purchase up to 600,000 shares of Class A
                  common stock of the Company. Subsequently, the shareholders of
                  the Company at their  September  15, 1988,  November 12, 1991,
                  June 20, 1995,  November  25,  1997,  and June 10, 1999 annual
                  meetings  authorized  amendments  to  the  Plan  by  approving
                  allocations  to the  Plan  of an  additional  250,000  shares,
                  1,500,000  shares,  850,000  shares,   2,500,000  shares,  and
                  1,500,000  shares  of  Class A common  stock  of the  Company,
                  respectively. As of the date of this letter, there were shares
                  available  for  issuance  by the  Company  under  the Plan and
                  pursuant to the  Articles.  At the  November  12 meeting,  the
                  shareholders  also  approved an extension of the period during
                  which an  option  may be  exercised  under  the Plan from five
                  years to ten years as  measured  from the date of  granting of
                  the option; at the June 20 meeting,  the shareholders  further
                  approved  the  removal  of  any  provision  of  the  Plan  for
                  termination of granting of options under it after December 20,
                  1996 or  otherwise  for its  mandatory  termination  after ten
                  years; and at the June 10, 1999 meeting, the shareholders also
                  ratified  and  otherwise  approved  board  action  (taken at a
                  meeting held on October 30, 1998) to change  provisions of the
                  Plan setting forth the eligibility  criteria for membership on
                  the Stock Option Plan Committee,  which  administers the Plan,
                  from  that  of  disinterested   directors  to   "non-employee"
                  directors as the term is defined in the Plan.

         -        The  Articles  and  Bylaws  in  effect  as of the date of this
                  letter  were  materially  the same as those  in  effect  as of
                  November 25, 1986 with  respect to the power to grant  options
                  in  and  issue   Class  A  common   stock;   except  that  the
                  shareholders  at the  November  25, 1997  meeting  approved an
                  increase in the authorized Class A common



Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 33
<PAGE>
Ronald A. Duncan, President
General Communication, Inc.
Re:  Opinion As To Legality of Shares
September 22, 1999
Page 3



                  stock of the  Company  from 50 million to 100  million  shares
                  thus  providing  sufficient  shares for the  allocation of the
                  shares to the Plan approved at that meeting.

         -        The  Company was  incorporated  as an Alaska  corporation  and
                  received a Certificate  of  Incorporation  dated July 16, 1979
                  from  the  Alaska   Department   of  Commerce   and   Economic
                  Development.

         -        The Company is in good  standing with respect to the reporting
                  and  corporation tax  requirements of the Alaska  Corporations
                  Code to which it is  subject,  and the  Company  is  otherwise
                  validly existing as an Alaska corporation pursuant to the laws
                  of the  State of  Alaska  with  all  requisite  powers  to own
                  property   and  to  conduct   its   business   in  the  manner
                  contemplated by the Articles and Bylaws.

         Copies of the current  Articles  (filed of record  February 27,  1998),
current revised Bylaws (dated March 24, 1993) and current  Restated  Certificate
of Incorporation  (dated February 27, 1998),  the above referenced  resolutions,
and the Plan as amended have been delivered to this firm. We have reviewed these
documents.  The Articles  provide that the Company is organized for the purposes
of  transacting  any and all  lawful  business  for  which  corporations  may be
incorporated under the Alaska Corporations Code.

         Based  upon the  foregoing  Facts and should the Shares be issued as of
the  date of  this  letter,  we are of the  opinion  as  follows.  Assuming  due
compliance with  applicable  federal and state  securities  laws, (1) the Shares
will, when issued through the respective options under the Plan, represent newly
created and legally  issued,  fully paid, and  non-assessable  shares of Class A
common stock in the Company,  and (2) each holder of a Share will be entitled to
the  benefits of a  shareholder  pro rata based upon  ownership  of  outstanding
shares of Class A common stock of the Company.



Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 34
<PAGE>
Ronald A. Duncan, President
General Communication, Inc.
Re:  Opinion As To Legality of Shares
September 22, 1999
Page 4



         This  letter  must  not be  quoted  or  referred  to in  the  Company's
financial  statements  or  provided  to  persons  other  than the  officers  and
directors of the Company without prior consultation with us or our prior written
consent.  The firm is aware of the  Company's  intent to and  consents to use of
this letter as an exhibit in a Form S-8  registration  with the  Securities  and
Exchange Commission pertaining to the Shares to be allocated to the Plan.

                                            Sincerely,

                                            WOHLFORTH, VASSAR,
                                            JOHNSON & BRECHT

                                            Julius J. Brecht

                                                  /s/

JJB/neb



Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 35
<PAGE>
                                                                    EXHIBIT 24.1





                            CONSENT OF LEGAL COUNSEL





         We  hereby  consent  to the  use,  in the  Prospectus  as  outlined  in
Securities and Exchange  Commission  Form S-8, of our name as special counsel to
General  Communication,  Inc.  in the  preparation  of the  Prospectus  and  the
rendering  of certain  opinions  including  an opinion as to the legality of the
shares.


                                            WOHLFORTH, VASSAR, JOHNSON & BRECHT,
                                            A Professional Corporation


                                                     /s/


Anchorage, Alaska

September 22, 1999




Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 36
<PAGE>
                                                                    EXHIBIT 24.2





                            CONSENT OF LEGAL COUNSEL


         We  hereby  consent  to the  use,  in the  Prospectus  as  outlined  in
Securities and Exchange  Commission Form S-8, of our name as special tax counsel
to General Communication, Inc. in the preparation of the Prospectus.


                                     HARRIS, MERICLE, WAKAYAMA & MASON
                                     A Professional Limited Liability Company

                                                /s/

Seattle, Washington


September 22, 1999




Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 37
<PAGE>
                                                                    EXHIBIT 24.3


                         CONSENT OF INDEPENDENT AUDITORS



The Board of Directors and Stockholders
General Communication, Inc.:


         We consent to  incorporation by reference of our report dated March 26,
1999,  except for notes 6 and 12, which are dated as of April 13,  1999,  on the
consolidated  financial statements and schedule of General  Communication,  Inc.
and  subsidiaries  as of December 31, 1998 and 1997 and for each of the years in
the three-year  period ended December 31, 1998, which appear in the December 31,
1998  annual  report  on Form 10-K of  General  Communication,  Inc.  and to the
reference to our firm under the heading "Experts" in the prospectus.



                                                     KPMG LLP

                                                     /s/
Anchorage, Alaska
September 22, 1999



Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 38
[{"type": "S-8", "sequence": "1", "description": "GENERAL COMMUNICATION, INC. FORM S-8", "secsgml_size_bytes": 77034}]
{"company-data": {"conformed-name": "GENERAL COMMUNICATION INC", "cik": "0000808461", "assigned-sic": "4813", "irs-number": "920072737", "state-of-incorporation": "AK", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87639", "film-number": "99715816"}, "business-address": {"street1": "2550 DENALI ST STE 1000", "city": "ANCHORAGE", "state": "AK", "zip": "99503", "phone": "9072655600"}, "mail-address": {"street1": "2550 DENALI STREET", "street2": "SUITE 1000", "city": "ANCHORAGE", "state": "AK", "zip": "99503"}}
As Filed with the Securities and Exchange Commission on September 23, 1999
                                                   Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           GENERAL COMMUNICATION, INC.
               (Exact name of issuer as specified in its Charter)

            ALASKA                                               92-0072737
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

          2550 Denali Street, Suite 1000, Anchorage, Alaska 99503-2781
               (Address of Principal Executive Offices) (zip code)

                           GENERAL COMMUNICATION, INC.
                         REVISED 1986 STOCK OPTION PLAN
                            (Full title of the plan)

                                 John M. Lowber
                           General Communication, Inc.
          2550 Denali Street, Suite 1000, Anchorage, Alaska 99503-2781
                    (Name and address of agent for service)
                                  907.265.5600
          (Telephone number, including area code, of agent for service)

                            Copy to: Julius J. Brecht
         Wohlforth, Vassar, Johnson & Brecht, A Professional Corporation
             900 West 5th Avenue, Suite 600, Anchorage, Alaska 99501
                                  907.276.6401
CALCULATION OF REGISTRATION FEE
=================================================================================================================
                                                   Proposed              Proposed Maximum           Amount of
 Title of Securities to        Amount to            Maximum             Aggregate Offering        Registration
      be Registered          be Registered      Offering Price (1)            Price                    Fee
=================================================================================================================
General Communication,
Inc. Class
A Common Stock                  1,500,000       $7,410,000                 $7,875,000            $2,122.53
=================================================================================================================
1        Estimated  solely for the purpose of calculating the amount of the  registration  fee, based upon the average of
the high and low prices of $4.94 per share and $5.25 per share,  respectively,  for the Class A common  stock,  i.e.,  an
average of $5.09 per share,  which will be the subject of the options  under the Plan, as quoted on the Nasdaq Stock Market
on September 21, 1999.
-----------------
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

         The contents of the initial  Registration  Statement  pertaining to the
General  Communication,  Inc.  Revised  1986  Stock  Option  Plan filed with the
Securities  and Exchange  Commission on Form S-8 on April 5, 1993  (Registration
No. 33-60222),  the post-effective  amendment no. 1 filed with the Commission on
Form S-8 POS on August 24, 1995 (Registration No. 333-8758),  the post effective
amendment  no. 2 filed with the  Commission on Form S-8 POS on February 20, 1998
(Registration  No.  333-8762),  and the Company's annual report on Form 10-K for
the year ended December 31, 1998, as amended, are incorporated by reference into
this  Registration  Statement,  provided  that the  incorporation  by  reference
required  under  Part  II,  item 3 of Form  S-8  applies  as of the date of this
Registration Statement. Required opinions, consents, and signatures are included
in this amendment.

Item 2.  Registrant Information and Employee Plan Annual Information

         See Item 1.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         See Item 1.

Item 4.  Description of Securities

         See Item 1.

Item 5.  Interests of Named Experts and Counsel

         See Item 1.

Item 6.  Indemnification of Directors and Officers

         See Item 1.

Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 2
Item 7.  Exemption from Registration Claimed

         See Item 1.

Item 8.  Exhibits

         See  Exhibit  Index  and  exhibits  at  the  end of  this  Registration
         Statement.

Item 9.  Undertakings

         The Company hereby undertakes each and every one of the following:

          (1)     To file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   Registration
                  Statement:

                  (i)      To  include  any   prospectus   required  by  Section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of the  Registration
                           Statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in the Registration  Statement;
                           notwithstanding   the  foregoing,   any  increase  or
                           decrease  in volume  of  securities  offered  (if the
                           total dollar value of  securities  offered  would not
                           exceed that which was  registered)  and any deviation
                           from  the low or high  end of the  estimated  maximum
                           offering  range  may  be  reflected  in the  form  of
                           prospectus filed with the Commission pursuant to Rule
                           424(b)  (adopted  pursuant to the  Securities  Act of
                           1933, as amended) if, in the  aggregate,  the changes
                           in  volume  and  price  represent  no more than a 20%
                           change in the maximum  aggregate  offering  price set
                           forth in the "Calculation of Registration  Fee" table
                           in the effective Registration Statement; and

                  (iii)    To include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           the Registration  Statement or any material change to
                           such  information  in  the  Registration   Statement;
                           provided, however, that paragraphs (1)(i) and (1)(ii)
                           above do not apply if the  registration  statement is
                           on  Form  S-3,   Form  S-8,  or  Form  F-3,  and  the
                           information    required   to   be   included   in   a
                           post-effective   amendment  by  those  paragraphs  is
                           contained in periodic reports filed with or furnished
                           to the Commission by the

Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 3
Company  pursuant  to  Section  13 or  15(d)  of  the
                           Exchange  Act that are  incorporated  by reference in
                           the Registration Statement;

          (2)     To agree that,  for the purpose of  determining  any liability
                  under the Securities Act, each such  post-effective  amendment
                  shall be deemed to be a new registration statement relating to
                  the  securities  offered  therein,  and the  offering  of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof;

         (3)      To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering;

         (4)      To agree that, for purposes of determining any liability under
                  the Securities Act, each filing of the Company's annual report
                  pursuant to Section  13(a) or 15(d) of the  Exchange Act (and,
                  where  applicable,  each  filing of the Plan's  annual  report
                  pursuant to Section 15(d) of the Exchange Act) incorporated by
                  reference in the Registration  Statement shall be deemed to be
                  a  new  registration  statement  relating  to  the  securities
                  offered  therein,  and the offering of such securities at that
                  time  shall be deemed  to be the  initial  bona fide  offering
                  thereof; and

         (5)      To  disclose,  in so far as  indemnification  for  liabilities
                  arising  under  the   Securities   Act  may  be  permitted  to
                  directors,  officers  and  controlling  persons of the Company
                  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
                  Company has been advised that in the opinion of the Securities
                  and Exchange Commission such indemnification is against public
                  policy   as   expressed   in  that  act  and  is,   therefore,
                  unenforceable;   and  in  the   event   that   a   claim   for
                  indemnification  against  such  liabilities  (other  than  the
                  payment  by the  Company  of  expenses  incurred  or paid by a
                  director, officer, or controlling person of the Company in the
                  successful  defense  of any  action,  suit or  proceeding)  is
                  asserted by such director,  officer,  or controlling person in
                  connection with the securities  being  registered,  to submit,
                  unless in the  opinion  of its  counsel  the  matter  has been
                  settled by  controlling  precedent,  to a court of appropriate
                  jurisdiction the question whether such  indemnification by the
                  Company is against  public policy as expressed in that act and
                  to be governed by the final adjudication of that issue.

Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 4
SIGNATURES

The Registrant.  Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Municipality of Anchorage,  State of Alaska, on September 22,
1999.

                                            GENERAL COMMUNICATION, INC.
                                            (Registrant)

By: /s/                                     By: /s/
    Ronald A. Duncan                            John M. Lowber
    President & Chief                           Senior Vice President & Chief
    Executive Officer                           Financial Officer
    (Principal Executive Officer)               (Principal Financial Officer)

                                            By: /s/
                                                Alfred J. Walker
                                                Vice President & Chief
                                                Accounting Officer
                                                (Principal Accounting Officer)

Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 5
Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated:

/s/                                                           08/30/99
Ronald A. Duncan                                              Date
President, Chief Executive Officer and Director
(Principal Executive Officer)

/s/                                                           08/29/99
Carter F. Page                                                Date
Chairman of the Board
and Director

/s/                                                           --
Robert M. Walp                                                Date
Vice Chairman of the Board
and Director

/s/                                                           09/07/99
Ronald R. Beaumont, Director                                  Date

/s/                                                           09/04/99
Donne F. Fisher, Director                                     Date

/s/                                                           --
William P. Glasgow, Director                                  Date

/s/                                                           08/31/99
Stephen R. Mooney, Director                                   Date

/s/                                                           --
Larry E. Romrell, Director                                    Date

/s/                                                           --
James M. Schneider, Director                                  Date

/s/                                                           09/01/99
Christopher J. Shipman, Director                              Date

Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 6
The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
the Plan has duly caused this Registration  Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the locations and on the dates
indicated, effective for the Plan as of September 22, 1999.

GENERAL COMMUNICATION, INC. REVISED 1986 STOCK OPTION PLAN

By:      Stock Option Plan Committee

/s/                                                  09/04/99
Donne F. Fisher                                      Date

/s/                                                  --
William P. Glasgow                                   Date

/s/                                                  08/31/99
Stephen R. Mooney                                    Date

/s/                                                  --
Larry E. Romrell                                     Date

/s/                                                  --
James S. Schneider                                   Date

/s/                                                  09/01/99
Christopher J. Shipman                               Date

Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 7
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   EXHIBITS TO

                         FORM S-8 REGISTRATION STATEMENT

                        UNDER THE SECURITIES ACT OF 1933

                       FOR THE GENERAL COMMUNICATION, INC.

                         REVISED 1986 STOCK OPTION PLAN

Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 8
EXHIBIT INDEX
                                  -------------

Exhibit No.                        Description
-----------                        -----------
4                    Instruments defining rights of security holders,  including
                     indentures

4.1 (1)              Restated    Articles    of   Incorporation    of    General
                     Communication, Inc.

4.2 (2)              Bylaws of General Communication, Inc.

4.3.1 (3)            Separate  resolutions  of Board of Directors of the Company
                     and of  Shareholders of the Company dated December 17, 1986
                     from  meetings  at  which  the  board  established  and the
                     shareholders  approved the  establishment of the 1986 Stock
                     Option Plan

4.3.2                Copy of the General Communication,  Inc. Revised 1986 Stock
                     Option Plan revised as of July 1, 1999

4.3.3 (3)            Resolution of  Shareholders of the Company adopted at their
                     September  15, 1988  meeting  approving  an increase in the
                     number of shares allocated to the Plan by 250,000 shares of
                     Class A common stock

4.3.4 (3)            Resolution of  Shareholders of the Company adopted at their
                     November 12, 1991 meeting approving  certain  amendments to
                     the  Plan   including   increasing  the  number  of  shares
                     allocated to the Plan by 1,500,000 shares of Class A common
                     stock

4.3.5 (3)            Resolution of Board of Directors of the Company  adopted at
                     its  meeting  on  December  5-6,  1991  approving   certain
                     amendments to the Plan including  changing the option price
                     per  share to less  than,  equal to,  or  greater  than the
                     market  value,  extending the option  exercise  period from
                     five to ten years, and making other changes to the Plan

4.3.6 (3)            Resolution of Board of Directors of the Company at its June
                     4, 1992 meeting to make  certain  changes to cause the Plan
                     to comply with Rule 16b-3

Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 9
4.3.7 (4)            Resolution of Board of Directors of the Company  adopted at
                     its  meeting  on  February   9,  1995   approving   certain
                     amendments to the Plan  including  increasing the number of
                     shares  allocated to the Plan by 850,000  shares of Class A
                     common stock

4.3.8 (4)            Resolution of  Shareholders of the Company adopted at their
                     June 20, 1995 meeting approving  certain  amendments to the
                     Plan  recommended  by  the  Board  of  Directors  including
                     increasing  the number of shares  allocated  to the Plan by
                     850,000 shares of Class A common stock

4.3.9 (5)            Resolution of the Board of Directors of the Company adopted
                     at its meeting on February 6, 1997,  approving an amendment
                     to the Plan  increasing  the number of shares  allocated to
                     the Plan by 2,500,000 shares of Class A common stock

4.3.10 (5)           Resolution of  Shareholders of the Company adopted at their
                     November  25, 1997,  meeting  approving an amendment to the
                     Plan  recommended by the Board of Directors  increasing the
                     number of shares  allocated to the Plan by 2,500,000 shares
                     of Class A common stock

4.3.11               Resolution of Board of Directors of the Company  adopted at
                     its meeting on October 30, 1998  approving  an amendment to
                     the  Plan   relating  to   eligibility   requirements   for
                     individuals serving on the Stock Option Plan Committee

4.3.12               Resolution of the Board of Directors of the Company adopted
                     at its meeting on April 21, 1999  approving an amendment to
                     the Plan  increasing the number of shares  allocated to the
                     Plan by 1,500,000 shares of Class A common stock

4.3.13               Resolution of  shareholders of the Company adopted at their
                     June 10, 1999  meeting  approving  an amendment to the Plan
                     recommended by the board of directors increasing the number
                     of  shares  allocated  to the Plan by  1,500,000  shares of
                     Class A common  stock  and  ratify  action  by the board to
                     amend the Plan  relating to  eligibility  requirements  for
                     individuals serving on the Stock Option Plan Committee

Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 10
4.3.14               Resolution  of Board of  Directors  of  Company  adopted by
                     unanimous  consent  in  lieu  of  meeting   appointing  six
                     employee  directors  of the  Company to serve as members of
                     the Stock  Option Plan  Committee,  effective as of July 1,
                     1999.

5                    Opinion re legality

5.1 (3)              Legal Opinion on Legality of Options and Shares dated March
                     30,  1993

5.2 (4)              Legal  Opinion  on  Legality  of Options  and Shares  dated
                     August 23, 1995

5.3 (5)              Legal  Opinion  on  Legality  of Options  and Shares  dated
                     February 20, 1998

5.4                  Legal  Opinion  on  Legality  of Options  and Shares  dated
                     September 22, 1999

15                   None

24                   Consents

24.1                 Consent  of  Wohlforth,   Vassar,   Johnson  &  Brecht,   A
                     Professional Corporation

24.2                 Consent  of   Harris,   Mericle,   Wakayama   &  Mason,   A
                     Professional Limited Liability Company

24.3                 Consent of KPMG LLP

99                   None

---------------------------------------------------------
1.       Incorporated  by  reference  and  previously  filed  with the SEC as an
         exhibit to the Company's  annual report on Form 10-K for the year ended
         December 31, 1997.
2.       Incorporated  by  reference  and  previously  filed  with the SEC as an
         exhibit to the Company's  quarterly report on Form 10-Q for the quarter
         ended March 31, 1994.
3.       Incorporated  by  reference  and  previously  filed  with the SEC as an
         exhibit to the Company's  Registration for the Plan  (Registration  No.
         33-60222) filed April 5, 1993.
4.       Incorporated  by  reference  and  previously  filed  with the SEC as an
         exhibit  to  the  Company's  post-effective  amendment  no.  1  to  the
         Company's  Registration for the Plan  (Registration No. 333-8758) filed
         August 24, 1995.
5.       Incorporated  by  reference  and  previously  filed  with the SEC as an
         exhibit to the Company's registration of additional shares for the plan
         (Registration No. 333-8762) filed February 20, 1998.

Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 11
EXHIBIT 4.3.2

                            CERTIFICATE OF SECRETARY

         I, JOHN M.  LOWBER,  the duly  elected and acting  Secretary of General
Communication,  Inc., an Alaska corporation,  do hereby certify and declare that
the document attached hereto as Exhibit 4.3.2A is a true and correct copy of the
General  Communication,  Inc. Revised 1986 Stock Option Plan dated as of July 1,
1999,  revised in  accordance  with the  amendments  to the plan  adopted by the
shareholders of General Communication, Inc. at their annual meeting held on June
10, 1999.

         Executed this 21st day of September 1999, at Anchorage, Alaska.

                                            GENERAL COMMUNICATION, INC.

                                            By: /s/
                                                John M. Lowber, Secretary

         SUBSCRIBED AND SWORN TO before me this 21st day of September, 1999.

                                                /s/
                                            Notary Public in and for Alaska
                                            My Commission Expires: 3/12/01

Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 12
EXHIBIT 4.3.2A

                         REVISED 1986 STOCK OPTION PLAN

                                       OF

                           GENERAL COMMUNICATION, INC.

                               As of July 1, 1999

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As of 07/01/99
ASS00E3B/0618.0733                  Page 13
TABLE OF CONTENTS

SECTION           TITLE                                              PAGE
-------           -----                                              ----

  1               Purpose                                              15

  2               Administration                                       15

  3               Shares Covered by the Plan                           17

  4               Eligibility                                          17

  5               Limitations on Granting of Options                   18

  6               Terms and Conditions of Options                      18

  7               Early Termination of Option                          19

  8               Payment for Stock                                    20

  9               Nontransferability of Options                        20

 10               Changes in Stock                                     20

 11               Employment Rights                                    21

 12               Miscellaneous                                        21

 13               Duration and Amendment of the Plan                   21

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ASS00E3B/0618.0733                  Page 14
Section 1. Purpose.  The purpose of this Revised 1986 Stock Option Plan
of General  Communication,  Inc., as amended from time to time  ("Plan"),  is to
provide a special  incentive to selected  officers,  non-employee  directors and
other key employees of General  Communication,  Inc. ("GCI") and its present and
future  subsidiaries (GCI and such  subsidiaries  collectively the "Company") in
order to promote the  business of the Company and to  encourage  such persons to
accept or continue  employment or directorships  with the Company.  Accordingly,
the  Company  will  offer to sell  shares  of the  Class A  Common  Stock of GCI
("Stock") as provided in this Plan to such employees or  non-employee  directors
of the Company as are designated in accordance with the provisions of this Plan.

         Section  2.  Administration.  (a)  Option  Committee.  The Plan will be
administered  by the Board of Directors of GCI ("Board of Directors")  through a
committee  composed  of two or  more  members  of the  Board  of  Directors  and
appointed by the Board of Directors ("Option Committee").  A member of the Board
of  Directors  who is either  eligible  for options or to whom options have been
granted may vote on any matters affecting the  administration of the Plan or the
granting of options  under the Plan;  provided  that the grant or award of those
options is made with the selection of the individuals  described in Section 1 of
the Plan and decisions  concerning the timing,  pricing and amount of a grant or
award, to be made solely by the Option Committee.  The Option Committee shall be
composed of Non-Employee Directors.

                  (b) Non-Employee  Directors.  (i) For purposes of this Section
2, a  "Non-Employee  Director"  means a member  of the  Board of  Directors  who
satisfies the following:
                  (A)      Is not an  officer  of the  Company  or a  parent  or
                           subsidiary  of the Company,  or  otherwise  currently
                           employed by the Company or a parent or  subsidiary of
                           the Company;

                  (B)      Does not  receive  compensation,  ether  directly  or
                           indirectly,   from  the   Company   or  a  parent  or
                           subsidiary of the Company, for services rendered as a
                           consultant  or  in  any  capacity  other  than  as  a
                           director,  except for an amount  that does not exceed
                           the  dollar  amount  for  which  disclosure  would be
                           required  pursuant to Item 404(a) of  Regulation  S-K
                           ("Regulation S-K") adopted pursuant to the Securities
                           Exchange Act of 1934;

                  (C)      Does not possess an interest in any other transaction
                           for which  disclosure  would be required  pursuant to
                           Item 404(a) of Regulation S-K; and

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(D)      Is not engaged in a business  relationship  for which
                           disclosure would be required  pursuant to Item 404(b)
                           of Regulation S-K.

                  (ii) For purposes of this Section 2, the term  "officer"  when
                  applied  to  the  Company  means  the   Company's   president,
                  principal financial officer, principal accounting officer (or,
                  if there is no such accounting  officer,  the controller),  an
                  executive officer, any vice-president of the Company in charge
                  of a principal  business  unit,  division or function (such as
                  sales,  administration  or  finance),  any other  officer  who
                  performs a  policy-making  function,  or any other  person who
                  performs similarly policy-making functions for the Company.

                  (iii) For purposes of this Section 2, an "officer" of a parent
                  or subsidiary of the Company shall be deemed an officer of the
                  Company if the officer performs such  policy-making  functions
                  for the Company.

                  (c)  Authority  of  the  Option  Committee.   Subject  to  the
provisions  of the Plan,  the Option  Committee  is  authorized  and directed as
follows:

                  (i)      To direct the grant of stock options;

                  (ii) To  determine  which of the  employees  of the Company or
                  non-employee members of the Board of Directors will be granted
                  options to purchase Stock,  when such grants will be made, and
                  the number of shares of Stock to be covered by such options;

                  (iii) To determine  the fair market value of the Stock covered
                  by such options;

                  (iv) To determine  the nature and amount of  consideration  to
                  flow to the Company on such options;

                  (v) To  determine  the manner  and, in its  discretion  either
                  generally  or in any  one or  more  particular  instances,  to
                  accelerate  the  time  or  times  when  such  options  will be
                  exercisable;

                  (vi) To determine other conditions and limitations, if any, on
                  each  option  granted  under  the  Plan  (which  need  not  be
                  identical);

                  (vii)  To  prescribe  the  form or  forms  of the  instruments
                  evidencing  the  options and any  restrictions  imposed on the
                  Stock purchased under the options and of any other instruments
                  required  under the Plan and to change such forms from time to
                  time;

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(viii) To adopt,  amend and rescind rules and  regulations for
                  the  administration  of the Plan and waive  compliance  either
                  generally  or in any one or more  particular  instances  by an
                  optionee with the  requirements of any such rule or regulation
                  or any option,  subject to the  provisions of the Plan and any
                  other applicable requirements;

                  (ix) To waive any  restrictions  imposed  with  respect to the
                  transferability  of Stock  acquired  on  exercise  of  options
                  granted under the Plan;

                  (x) To decide all questions and settle all  controversies  and
                  disputes which may arise in connection with the Plan; and

                  (xi)  To   interpret   the  Plan   and  to  make   all   other
                  determinations   deemed   necessary  or   advisable   for  the
                  administration of the Plan.

         (d) Quorum, Decision of Option Committee Binding, Notice. A majority of
the members of the Option Committee will constitute a quorum, and all decisions,
determinations  and  interpretations  of the Option  Committee will be made by a
majority of its members.  All decisions,  determinations and  interpretations of
the Option  Committee  will be binding on all parties  concerned.  Any decision,
determination  or  interpretation  of the Option Committee under the Plan may be
made without  notice or meeting of the Option  Committee  but must be in writing
signed by all of the members of the Option Committee.

         (e) The Option  Committee shall make at least one report per year as of
December 31 of the status of the Plan  including  the  following:  (i) the total
numbers of shares subject to grants made during that year; (ii) the total number
of shares  subject to grants as of that date;  (iii) the total  number of shares
issued pursuant to exercise of grants during that year; (iv) the total number of
shares  issued  pursuant  to  exercise  of grants;  and (v) the number of shares
remaining  allocated  to the Plan and not subject to grant of options  under the
Plan or otherwise issued through the Plan. The Board of Directors may, from time
to time,  direct the Option Committee to provide to the board other  information
and reports on the Plan.

         3. Shares  Covered by the Plan.  The Stock to be offered under the Plan
may be unissued shares as the Option  Committee may from time to time determine.
Subject to Section 10 of the Plan,  the number of shares  available and reserved
for issue  under  the Plan will not  exceed  7,200,000  shares of Stock.  Shares
covered by an option that remain  unpurchased  upon expiration or termination of
the option may be used for further options under the Plan.

         4. Eligibility.  Key employees of the Company  (including  officers and
directors who are employees) and non-employee  directors of the Company shall be
eligible for selection by the Option  Committee as optionees  under the Plan. In
selecting

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ASS00E3B/0618.0733                  Page 17
the individuals to whom options shall be granted,  as well as in determining the
number of shares subject to each option,  the Option  Committee  shall take into
consideration the recommendations of the members of the Option Committee who are
also  employees  of the  Company and such  factors as it shall deem  relevant in
connection  with  accomplishing  the purposes of the Plan. An individual who has
been  granted an option may, if he or she is otherwise  eligible,  be granted an
additional option or options.

         5. Limitations on Granting of Options. Options may be granted under the
Plan until the Plan is  terminated  or  suspended by  resolution  adopted by the
Board of Directors.

         6. Terms and Conditions of Options.  All options granted under the Plan
shall be subject to the following  terms and  conditions and to such other terms
and  conditions as the Option  Committee  shall  determine to be  appropriate to
accomplish the purposes of the Plan:

                  (i)      Option  Price.  The  option  price per share of stock
                           under each  option  will be less  than,  equal to, or
                           greater than the fair market value  (rounded  down to
                           the  next  lowest  cent)  per  share  at the time the
                           option is granted. For purposes of the Plan, the fair
                           market  value and the  option  price per share of the
                           Stock on any date will be  determined  by the  Option
                           Committee  and may be  computed by such method as the
                           Option Committee will consider as reflecting the fair
                           market  value of the  Stock or a price  for the Stock
                           which is less than or greater  than that fair  market
                           value on that  date.  The  proceeds  of sale of Stock
                           subject  to  option  are to be added  to the  general
                           funds of the  Company  and  used  for such  corporate
                           purposes as the Board of Directors may determine.

                  (ii)     Time of  Granting  Options.  The  date of grant of an
                           option under the Plan shall, for all purposes, be the
                           date  on  which  the  Option   Committee   makes  the
                           determination  granting  such  option,  and no  grant
                           shall be deemed  effective  under  the Plan  prior to
                           such date. Notice of the determination shall be given
                           to each  employee  to whom an  option  is so  granted
                           within  a  reasonable  time  after  the  date of such
                           grant.

                  (iii)    Period of  Options.  The period of an option will not
                           exceed  ten  years  from  the date of  grant,  and no
                           option will be  exercisable  after the  expiration of
                           such  date.  Except as  provided  in Section 7 of the
                           Plan, an optionee  must, at the time of exercise,  be
                           an employee of the Company or non-employee  member of
                           the Board of Directors.

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ASS00E3B/0618.0733                  Page 18
(iv)     Exercise of Options.  Except as hereinafter provided,
                           each option shall be made exercisable at such time or
                           times, whether or not in installments,  as the Option
                           Committee  shall  prescribe at the time the option is
                           granted.  In the case of an  option  not  immediately
                           exercisable in full, the Option  Committee may at any
                           time  accelerate the time at which all or any part of
                           the option may be exercised.

                  (v)      Six-Month  Holding  Period.  An option  granted under
                           this Plan must be held by the  optionee  for at least
                           six months from the date of grant or  acquisition  to
                           the  date  of   disposition  of  the  option  through
                           exercise, conversion, or assignment as may be allowed
                           under the Plan.

         7. Early  Termination of Option.  All options granted which have not as
yet  become   exercisable  shall  terminate   immediately  upon  termination  of
employment or termination of directorship for a non-employee director,  death or
disability. All exercisable options that have not been exercised shall terminate
as follows:

                  (i)      Termination of Employment or Directorship.  All right
                           to exercise an option shall  terminate  not more than
                           one  month  after  the   optionee's   employment   or
                           directorship terminates for any reason other than his
                           or her  death or his or her  disability  (within  the
                           meaning of Section  105(d)(4) of the Internal Revenue
                           Code).  Transfer  from  one  corporation  within  the
                           Company to another shall not be deemed termination of
                           employment.  The  Option  Committee  shall  have  the
                           authority  to  determine  in  each  case  whether  an
                           authorized leave of absence or absence on military or
                           governmental service shall be deemed a termination of
                           employment for purposes of this subsection.

                  (ii)     Death  of  Optionee.   If  any  optionee  dies  while
                           employed by or serving as a director of the  Company,
                           or within three months thereafter,  his or her option
                           shall  terminate  at the time  provided in the option
                           certificate for termination in the event of death or,
                           if the option certificate contains no such provision,
                           the  option  shall   terminate  one  year  after  the
                           optionee's death (but in each instance not later than
                           the date the option would otherwise  expire).  In the
                           meantime,  subject to the  limitations  in the option
                           certificate,  the  option  may  be  exercised  by the
                           executors or  administrators of the optionee's estate
                           or by the optionee's legatees or heirs.

                  (iii)    Disability.   In  the  event  of  termination  of  an
                           optionee's  employment or directorship as a result of
                           disability within the meaning of Section

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ASS00E3B/0618.0733                  Page 19
105(d)(4) of the Internal Revenue Code, an optionee's
                           option  shall  terminate  one year  after  his or her
                           employment  terminates.  In no event, however, may an
                           option  be  exercised  after  the  expiration  of the
                           option period.

         8.  Payment for Stock.  Shares  which are subject to an option shall be
issued only upon receipt by the Company of full payment of the consideration for
the  shares  as to which the  option  is  exercised.  The  Company  shall not be
obligated  to  deliver  any  shares  unless  and  until,  in the  opinion of the
Company's  counsel,  all applicable  federal and state laws and regulations have
been  complied  with,  nor,  in the event the  outstanding  Stock is at the time
listed upon any stock exchange, unless and until the shares to be delivered have
been listed or  authorized  to be added to the listing upon  official  notice of
issuance  to such  exchange,  nor  unless or until all other  legal  matters  in
connection  with the issuance  and delivery of shares have been  approved by the
Company's counsel. Without limiting the generality of the foregoing, the Company
may require from the optionee such investment  representation or such agreement,
if any, as counsel for the Company  may  consider  necessary  in order to comply
with the Securities  Act of 1933, as amended,  and may require that the optionee
agree  that  any  sale of the  shares  will be made  only in such  manner  as is
permitted by the Option  Committee and that the optionee will notify the Company
when he or she makes any  disposition  of the shares  whether  by sale,  gift or
otherwise.  The Company shall use its best efforts to effect any such compliance
and listing,  and the optionee shall take any action reasonably requested by the
Company in such  connection.  An optionee shall have the rights of a shareholder
only as to shares actually acquired by him or her under the Plan.

         9.  Nontransferability  of Options. No option may be transferred by the
optionee otherwise than by will or by the laws of descent and distribution,  and
during the optionee's lifetime the option may be exercised only by the optionee.
More  particularly,  but without  limiting the generality of the  foregoing,  an
option  may  not be  assigned,  transferred  (except  as  provided  in the  next
preceding  sentence),  pledged, or hypothecated in any way (whether by operation
of law or  otherwise),  and will not be  subject  to  execution,  attachment  or
similar process. Any attempted assignment,  transfer,  pledge,  hypothecation or
other  disposition of any option contrary to the provisions of the Plan, and any
levy of any  attachment or similar  process upon an option will be null and void
and without effect,  and the Option  Committee may, in its discretion,  upon the
happening of any such event, terminate an option forthwith.

         10. Changes in Stock. In the event of a stock dividend,  stock split or
other change in corporate  structure or capitalization  affecting the Stock, the
number and kind of shares of stock on which  options  may be granted  hereunder,
the  number  and  kind of  shares  of stock  remaining  subject  to each  option
outstanding  at  the  time  of  such  change  and  the  option  price  shall  be
appropriately  adjusted by the Option Committee,  whose  determination  shall be
binding  on all  parties  concerned.  Subject  to  any  required  action

GCI Stock Option Plan
As of 07/01/99
ASS00E3B/0618.0733                  Page 20
by the shareholders,  if GCI shall be the surviving corporation in any merger or
consolidation  (other than a merger or  consolidation  in which GCI survives but
its outstanding  shares are converted into securities of another  corporation or
exchanged for other  consideration),  any option granted hereunder shall pertain
and apply to the securities which a holder of the number of shares of Stock then
subject to the option  should have been entitled to receive.  A  dissolution  or
liquidation  of GCI  or a  merger  or  consolidation  in  which  GCI is not  the
surviving  corporation or its  outstanding  shares are so converted or exchanged
shall cause every option  hereunder to terminate,  but at least 20 days prior to
the effective date of any such  dissolution  or  liquidation  (or if earlier any
related  sale of all or  substantially  all  assets)  or of any such  merger  or
consolidation,  the Option  Committee shall either make all options  outstanding
hereunder  immediately  exercisable  or arrange that the  successor or surviving
corporation, if any, grant replacement options.

         11. Employment  Rights.  Neither the adoption of the Plan nor the grant
of any option  under it shall  confer upon any employee of the Company any right
to continued  employment with the Company, nor shall either interfere in any way
with  the  right  of the  Company  to  terminate  the  employment  of any of its
employees at any time, with or without cause.  Neither the existence of the Plan
nor the grant of any option hereunder shall be taken into account in determining
any damages to which an employee may be entitled upon  termination of his or her
employment.

         12.  Miscellaneous.  (a) Other Awards and Compensation.  The plan shall
not  restrict the  authority  of the Board of  Directors of the Company,  acting
directly or by authorization to any committee, for proper corporate purposes, to
grant or assume stock options or replacements or substitutions  therefor,  other
than under the Plan,  whether in connection  with any  acquisition or otherwise,
and with respect to any employee or other  person,  or to award bonuses or other
benefits to optionees under the Plan in connection with exercises under the Plan
or otherwise or to maintain or establish other  compensation or benefit plans or
practices.

         (b) Statutory References, etc. References to the provisions of statutes
and  regulations in the Plan shall be deemed to refer to such provisions as from
time to time in effect, unless the context suggests otherwise.

         13. Duration and Amendment of the Plan. (a) Termination,  Suspension or
Discontinuance  of Plan. The Plan shall continue until such time as the Board of
Directors'  adoption  of a  resolution  suspending  or  terminating  the Plan or
discontinuing granting options under the Plan; provided,  however, that any such
suspension,  termination  or  discontinuance  shall not affect any options  then
outstanding  under the Plan.  No  options  under the Plan may be  granted  after
termination of the Plan.

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(b)       Amendment of Plan.  The Plan may be amended only as follows:

                  (i)      Board  Action.  The Board of  Directors  from time to
                           time may make such modifications or amendments of the
                           Plan as it may deem  advisable  but may not,  without
                           prior approval of the  shareholders of GCI, except as
                           provided  in  Section  10 of the Plan,  do any of the
                           following:

                           (A)      Materially increase the benefits accruing to
                                    participants under the Plan;

                           (B)      Increase  the number of shares which will be
                                    available  and reserved  for issuance  under
                                    the Plan; and

                           (C)      Change  the  class of  persons  eligible  to
                                    receive options under the Plan.

                  (ii)     Affirmative  Vote Required.  The affirmative  vote on
                           matters  set forth in (b)(i) of this  Section 13 will
                           be  required by the holders of at least a majority of
                           the outstanding  securities of the Company present or
                           represented  and  entitled to vote at a meeting  duly
                           held in accordance with the Alaska Corporations Code,
                           the Articles of Incorporation of the Company, and the
                           Bylaws of the  Company,  and in  accordance  with the
                           rules and  regulations in effect  pursuant to Section
                           14(a) of the  Securities  Exchange Act of 1934 at the
                           time   of  such   vote   including   providing   such
                           information   concerning  the  Plan  which  would  be
                           required under those rules and regulations where such
                           written  information must be furnished by mail to the
                           last  known  address  of the  securities  holders  of
                           record  within 30 days prior to the date of  mailing,
                           and four copies of such written  information  will be
                           filed with or mailed for filing to the Securities and
                           Exchange  Commission not later than the date on which
                           it is first  sent or given to  securities  holders of
                           the Company.

         (c) Amendment of Outstanding  Options.  The Option Committee may at any
time or times  amend  any  outstanding  option or  options  for the  purpose  of
satisfying the  requirements  of any changes in applicable  laws or regulations.
Further,  it may,  with the  consent  of the  holder  of the  option,  make such
modifications or amendments as it shall deem advisable.

         (d) Limitation.  Except as provided in Section 10 of this Plan, neither
the  termination  nor  any  modifications  or  amendment  of  the  Plan  or  any
outstanding  option  shall,  without  the  consent  of the  holder  of an option
theretofore  granted under the Plan,

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adversely  affect the rights of such holder with respect to such option or alter
or impair any option previously granted under the Plan.

         (e)  Termination of Right of Action.  Every right of action arising out
of or in  connection  with the Plan by or on  behalf of the  Company,  or by any
shareholder  of GCI against any past,  present or future  member of the Board of
Directors or against any employee,  or by an employee (past,  present or future)
against  the  Company  shall,  irrespective  of the place where an action may be
brought and  irrespective  of the place or  residence  of any such  shareholder,
director or employee,  cease and be barred by the expiration of three years from
the date of the act or  omission  with  respect to which such right of action is
alleged to have arisen.

         (f)  Effectiveness  of the Plan.  The Plan shall  become  effective  on
December 20, 1986, but shall be subject to approval by the  shareholders  of GCI
at a meeting of  shareholders  duly called and held, or by written  consent duly
given, no later than twelve months after the date of adoption of the Plan by the
Board of Directors.

         IN WITNESS  hereof,  General  Communication,  Inc.  has  executed  this
Revised 1986 Stock Option Plan of General Communication,  Inc. effective July 1,
1999.

                                            GENERAL COMMUNICATION, INC.

                                            /s/
                                            Ronald A. Duncan
                                            President and Chief Executive
                                            Officer

                                            /s/
                                            John M. Lowber
                                            Secretary

                                                                       [S E A L]

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EXHIBIT 4.3.11

                            CERTIFICATE OF SECRETARY

         I, JOHN M.  LOWBER,  the duly  elected and acting  Secretary of General
Communication,  Inc., an Alaska corporation,  do hereby certify and declare that
the resolution of the Board of Directors attached hereto as Exhibit 4.3.11A is a
true and correct copy of a resolution  duly adopted by the Board of Directors of
General Communication, Inc. at its meeting held on October 30, 1998.

         Executed this 21st day of September 1999, at Anchorage, Alaska.

                                            GENERAL COMMUNICATION, INC.

                                            By: /s/
                                                John M. Lowber, Secretary

         SUBSCRIBED AND SWORN TO before me this 21st day of September, 1999.

                                                /s/
                                            Notary Public in and for Alaska
                                            My Commission Expires: 3/12/01

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BOARD RESOLUTION

         RESOLVED,  that the Board of Directors of General  Communication,  Inc.
hereby  approves  certain  revisions  to the Revised  1986 Stock  Option Plan of
General  Communication,  Inc. ("Plan") to identify clearly that the Plan will be
administered  by the board  through  the Stock  Option Plan  Committee  ("Option
Committee")  established  by the board in February  1997 and to provide that the
membership on the Option  Committee shall be composed of non-employee  directors
as that term is defined under Rule  16b-3(b)(3)(i) of the regulations adopted by
the Securities and Exchange  Commission  pursuant to the Securities Exchange Act
of 1934 and to provide that the Option  Committee shall make at least one report
per year as of  December  31 of the  status  of the  Plan  and  that the  Option
Committee  shall provide other  information and reports on the Plan as the board
may, from time to time, direct;

         RESOLVED FURTHER,  that the President and the Secretary are directed to
take those  necessary steps to implement the changes in the Plan as attached and
to execute and date the revised Plan.

         DATED this 30th day of October 1998.

                                            /s/
                                            John M. Lowber, Secretary

Board Resolution
ASS00E3B/0618.0733                  Page 25
EXHIBIT 4.3.12

                            CERTIFICATE OF SECRETARY

         I, JOHN M.  LOWBER,  the duly  elected and acting  Secretary of General
Communication,  Inc., an Alaska corporation,  do hereby certify and declare that
the resolution of the Board of Directors attached hereto as Exhibit 4.3.12A is a
true and correct copy of a resolution  duly adopted by the Board of Directors of
General Communication, Inc. at its meeting held on April 21, 1999.

         Executed this 21st day of September 1999, at Anchorage, Alaska.

                                            GENERAL COMMUNICATION, INC.

                                            By:  /s/
                                                John M. Lowber, Secretary

         SUBSCRIBED AND SWORN TO before me this 21st day of September, 1999.

                                                 /s/
                                            Notary Public in and for Alaska
                                            My Commission Expires: 3/12/01

Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 26
EXHIBIT 4.3.12A

                                BOARD RESOLUTION

         RESOLVED,  that the Board of Directors of General  Communication,  Inc.
         ("Company")  hereby  approves  the  amendment to the Revised 1986 Stock
         Option Plan of the Company  last revised as of October 30, 1998 ("Stock
         Option Plan") by increasing the number of shares  allocated to the plan
         by 1.5 million shares of Class A common stock,  i.e., by increasing the
         number of shares  allocated to the plan from 5.7 million  shares to 7.2
         million shares;

         RESOLVED  FURTHER,  that the  president is directed to take those steps
         necessary to seek the approval from the  shareholders of the Company of
         the  proposed  amendment  to the Stock  Option Plan and  subsequent  to
         receiving that approval,  to take those steps  necessary to restate the
         plan with the amended provisions in it.

Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 27
EXHIBIT 4.3.13

                            CERTIFICATE OF SECRETARY

         I, JOHN M.  LOWBER,  the duly  elected and acting  Secretary of General
Communication,  Inc., an Alaska corporation,  do hereby certify and declare that
the  shareholder  resolution  attached  hereto as Exhibit  4.3.13A is a true and
correct  copy of a  resolution  duly  adopted  by the  shareholders  of  General
Communication, Inc. at their meeting held on June 10, 1999.

         Executed this 21st day of September 1999, at Anchorage, Alaska.

                                            GENERAL COMMUNICATION, INC.

                                            By: /s/
                                                John M. Lowber, Secretary

         SUBSCRIBED AND SWORN TO before me this 21st day of September, 1999.

                                               /s/
                                            Notary Public in and for Alaska
                                            My Commission Expires:  3/12/01

Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 28
EXHIBIT 4.3.13A

                             SHAREHOLDER RESOLUTION

         RESOLVED,  that the  following  amendments  to the  Revised  1986 Stock
         Option  Plan  ("Stock  Option  Plan") of  General  Communication,  Inc.
         ("Company")  adopted by the board of  directors  of the  Company at its
         April 21, 1999 meeting, relating to an increase in the amount of shares
         authorized,  and  at  its  October  30,  1998  meeting  relating  to an
         administrative amendment, are hereby approved and otherwise ratified by
         the  shareholders of the Company:  (1) to increase the number of shares
         authorized and allocated to the Stock Option Plan by 1.5 million shares
         of Class A common  stock,  i.e.,  to increase that number of authorized
         shares from 5.7 million  shares to 7.2 million shares of Class A common
         stock;  and (2) to amend the  Stock  Option  Plan to  change  the basic
         eligibility  criterion  for an  individual to be seated and to serve on
         the  Option  Committee,  which  administers  the  plan,  from that of a
         disinterested director to that of a "non-employee director" as the term
         is defined in the plan.

Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 29
EXHIBIT 4.3.14

                            CERTIFICATE OF SECRETARY

         I, JOHN M.  LOWBER,  the duly  elected and acting  Secretary of General
Communication,  Inc., an Alaska corporation,  do hereby certify and declare that
the resolution of the Board of Directors attached hereto as Exhibit 4.3.14A is a
true and correct copy of a resolution  duly adopted by the Board of Directors of
General Communication, Inc. by unanimous consent in lieu of a meeting, effective
as of July 1, 1999.

         Executed this 21st day of September 1999, at Anchorage, Alaska.

                                            GENERAL COMMUNICATION, INC.

                                            By: /s/
                                                John M. Lowber, Secretary

         SUBSCRIBED AND SWORN TO before me this 21st day of September, 1999.

                                                 /s/
                                            Notary Public in and for Alaska
                                            My Commission Expires: 3/12/01

Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 30
EXHIBIT 4.3.14A

                                   RESOLUTION

         RESOLVED,  that the Board of Directors of General  Communication,  Inc.
         ("Company") hereby appoints,  by unanimous consent in lieu of a meeting
         as allowed under Article IV,  Section 10 of the Company's  Bylaws,  the
         following six non-employee directors of the Company to serve as members
         of the Company's  Option  Committee (with that committee to select from
         its members a chair), effective as of July 1, 1999 and with each member
         to serve until replaced by the board:

                  Donne F. Fisher

                  William P. Glasgow

                  Stephen R. Mooney

                  Larry E. Romrell

                  James M. Schneider

                  Christopher J. Shipman

         DATED this 21st day of September, 1999.

                                            /s/
                                            John M. Lowber
                                            Secretary

Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 31
EXHIBIT 5.4

                       WOHLFORTH, VASSAR, JOHNSON & BRECHT
                           A PROFESSIONAL CORPORATION
JULIUS J. BRECHT                                                     TELEPHONE
CHERYL RAWLS BROOKING                                               907.276.6401
CYNTHIA L. CARTLEDGE
BARBARA J. DREYER                ATTORNEYS AT LAW                    FACSIMILE
ROBERT M. JOHNSON                                                   907.276.5093
BRADLEY E. MEYEN          900 WEST 5TH AVENUE, SUITE 600
KENNETH E. VASSAR                                                     E-MAIL
MARSHALL T. WHITE          ANCHORAGE, ALASKA 99501-2048          wvjb@alaska.net
ERIC E. WOHLFORTH

                               September 22, 1999

Ronald A. Duncan, President
General Communication, Inc.
2550 Denali Street, Suite 1000
Anchorage, Alaska  99503

         Re:      Opinion  As To  Legality  of Shares To Be Issued  Pursuant  To
                  General Communication,  Inc. Revised 1986 Stock Option Plan As
                  Revised As of July 1, 1999; Our File No. 618.0733

Dear Mr. Duncan:

         You have  requested  an  opinion  from this  firm on behalf of  General
Communication,  Inc. ("Company"), in connection with 1,500,000 shares of Class A
common  stock of the Company  ("Shares")  to be issued in  conjunction  with the
Company's  Revised  1986 Stock Option Plan  ("Plan"),  the  allocation  of which
Shares was  approved by the  shareholders  of the Company at its annual  meeting
held on June 10, 1999.

         It is this  firm's  understanding  that  the  facts  surrounding  these
proposed transactions are represented by the Company as follows ("Facts"):

         -        The Plan was adopted by the board of  directors of the Company
                  ("Board")  by  resolution  at its  December  17, 1986  meeting
                  called and conducted in accordance with the Restated  Articles
                  of  Incorporation  and Bylaws of the Company  ("Articles"  and
                  "Bylaws",  respectively),  and the  Plan was  approved  by the
                  Company's then sole shareholder,  Western Tele-Communications,
                  Inc., by resolution at the Company's  shareholder meeting held
                  on December 17, 1986.

Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 32
Ronald A. Duncan, President
General Communication, Inc.
Re:  Opinion As To Legality of Shares
September 22, 1999
Page 2

         -        The  Articles  provide that the Company has the power to issue
                  and sell any  stock and  further  expressly  provides  for the
                  issuance of Class A common stock.

         -        The Plan  initially  provided  for the  granting of options to
                  eligible employees to purchase up to 600,000 shares of Class A
                  common stock of the Company. Subsequently, the shareholders of
                  the Company at their  September  15, 1988,  November 12, 1991,
                  June 20, 1995,  November  25,  1997,  and June 10, 1999 annual
                  meetings  authorized  amendments  to  the  Plan  by  approving
                  allocations  to the  Plan  of an  additional  250,000  shares,
                  1,500,000  shares,  850,000  shares,   2,500,000  shares,  and
                  1,500,000  shares  of  Class A common  stock  of the  Company,
                  respectively. As of the date of this letter, there were shares
                  available  for  issuance  by the  Company  under  the Plan and
                  pursuant to the  Articles.  At the  November  12 meeting,  the
                  shareholders  also  approved an extension of the period during
                  which an  option  may be  exercised  under  the Plan from five
                  years to ten years as  measured  from the date of  granting of
                  the option; at the June 20 meeting,  the shareholders  further
                  approved  the  removal  of  any  provision  of  the  Plan  for
                  termination of granting of options under it after December 20,
                  1996 or  otherwise  for its  mandatory  termination  after ten
                  years; and at the June 10, 1999 meeting, the shareholders also
                  ratified  and  otherwise  approved  board  action  (taken at a
                  meeting held on October 30, 1998) to change  provisions of the
                  Plan setting forth the eligibility  criteria for membership on
                  the Stock Option Plan Committee,  which  administers the Plan,
                  from  that  of  disinterested   directors  to   "non-employee"
                  directors as the term is defined in the Plan.

         -        The  Articles  and  Bylaws  in  effect  as of the date of this
                  letter  were  materially  the same as those  in  effect  as of
                  November 25, 1986 with  respect to the power to grant  options
                  in  and  issue   Class  A  common   stock;   except  that  the
                  shareholders  at the  November  25, 1997  meeting  approved an
                  increase in the authorized Class A common

Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 33
Ronald A. Duncan, President
General Communication, Inc.
Re:  Opinion As To Legality of Shares
September 22, 1999
Page 3

                  stock of the  Company  from 50 million to 100  million  shares
                  thus  providing  sufficient  shares for the  allocation of the
                  shares to the Plan approved at that meeting.

         -        The  Company was  incorporated  as an Alaska  corporation  and
                  received a Certificate  of  Incorporation  dated July 16, 1979
                  from  the  Alaska   Department   of  Commerce   and   Economic
                  Development.

         -        The Company is in good  standing with respect to the reporting
                  and  corporation tax  requirements of the Alaska  Corporations
                  Code to which it is  subject,  and the  Company  is  otherwise
                  validly existing as an Alaska corporation pursuant to the laws
                  of the  State of  Alaska  with  all  requisite  powers  to own
                  property   and  to  conduct   its   business   in  the  manner
                  contemplated by the Articles and Bylaws.

         Copies of the current  Articles  (filed of record  February 27,  1998),
current revised Bylaws (dated March 24, 1993) and current  Restated  Certificate
of Incorporation  (dated February 27, 1998),  the above referenced  resolutions,
and the Plan as amended have been delivered to this firm. We have reviewed these
documents.  The Articles  provide that the Company is organized for the purposes
of  transacting  any and all  lawful  business  for  which  corporations  may be
incorporated under the Alaska Corporations Code.

         Based  upon the  foregoing  Facts and should the Shares be issued as of
the  date of  this  letter,  we are of the  opinion  as  follows.  Assuming  due
compliance with  applicable  federal and state  securities  laws, (1) the Shares
will, when issued through the respective options under the Plan, represent newly
created and legally  issued,  fully paid, and  non-assessable  shares of Class A
common stock in the Company,  and (2) each holder of a Share will be entitled to
the  benefits of a  shareholder  pro rata based upon  ownership  of  outstanding
shares of Class A common stock of the Company.

Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 34
Ronald A. Duncan, President
General Communication, Inc.
Re:  Opinion As To Legality of Shares
September 22, 1999
Page 4

         This  letter  must  not be  quoted  or  referred  to in  the  Company's
financial  statements  or  provided  to  persons  other  than the  officers  and
directors of the Company without prior consultation with us or our prior written
consent.  The firm is aware of the  Company's  intent to and  consents to use of
this letter as an exhibit in a Form S-8  registration  with the  Securities  and
Exchange Commission pertaining to the Shares to be allocated to the Plan.

                                            Sincerely,

                                            WOHLFORTH, VASSAR,
                                            JOHNSON & BRECHT

                                            Julius J. Brecht

                                                  /s/

JJB/neb

Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 35
EXHIBIT 24.1

                            CONSENT OF LEGAL COUNSEL

         We  hereby  consent  to the  use,  in the  Prospectus  as  outlined  in
Securities and Exchange  Commission  Form S-8, of our name as special counsel to
General  Communication,  Inc.  in the  preparation  of the  Prospectus  and  the
rendering  of certain  opinions  including  an opinion as to the legality of the
shares.

                                            WOHLFORTH, VASSAR, JOHNSON & BRECHT,
                                            A Professional Corporation

                                                     /s/

Anchorage, Alaska

September 22, 1999

Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 36
EXHIBIT 24.2

                            CONSENT OF LEGAL COUNSEL

         We  hereby  consent  to the  use,  in the  Prospectus  as  outlined  in
Securities and Exchange  Commission Form S-8, of our name as special tax counsel
to General Communication, Inc. in the preparation of the Prospectus.

                                     HARRIS, MERICLE, WAKAYAMA & MASON
                                     A Professional Limited Liability Company

                                                /s/

Seattle, Washington

September 22, 1999

Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 37
EXHIBIT 24.3

                         CONSENT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholders
General Communication, Inc.:

         We consent to  incorporation by reference of our report dated March 26,
1999,  except for notes 6 and 12, which are dated as of April 13,  1999,  on the
consolidated  financial statements and schedule of General  Communication,  Inc.
and  subsidiaries  as of December 31, 1998 and 1997 and for each of the years in
the three-year  period ended December 31, 1998, which appear in the December 31,
1998  annual  report  on Form 10-K of  General  Communication,  Inc.  and to the
reference to our firm under the heading "Experts" in the prospectus.

                                                     KPMG LLP

                                                     /s/
Anchorage, Alaska
September 22, 1999

Registration Statement (S-8)
GCI Stock Option Plan
ASS00E3A/0618.0733                  Page 38