As Filed with the Securities and Exchange Commission on November ____, 1998
                                                           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.
                     QUALIFIED EMPLOYEE STOCK PURCHASE 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: J. J. Brecht
      Wohlforth, Argetsinger, Johnson & Brecht, A Professional Corporation
             900 West 5th Avenue, Suite 600, Anchorage, Alaska 99501
                                 (907) 276-6401
<TABLE>
                                        CALCULATION OF REGISTRATION FEE
<CAPTION>
================================ =================== ================= ======================= ================
                                                         Proposed         Proposed Maximum        Amount of
   Title of Securities to be         Amount to           Maximum         Aggregate Offering     Registration
          Registered               be Registered     Offering Price (1)          Price               Fee
-------------------------------- ------------------- ----------------- ----------------------- ----------------
<S>                                    <C>               <C>              <C>                     <C> 
General Communication, Inc.
Common Stock
         Class A                       2,000,000         $6,062,000       $6,062,000              $1,788.29
         Class B                         400,000         $1,212,400       $1,212,400                $357.66
                                                                          ----------
                                                                          $7,247,400
                                                                                           TOTAL: $2,145.95
================================ =================== ================= ======================= ================
<FN>
1 Estimated solely for the purpose of calculating the amount of the registration
fee. For Class A common  stock,  based upon the average of the high and low sale
prices of $3.0625 per share and $3.00 per share, respectively,  i.e., an average
of $3.031 per share,  as quoted on the Nasdaq  Stock Market on October 30, 1998.
For Class B common stock,  based upon the average of the bid and asked prices of
$3.00 per share and $3.0625 per share, respectively,  i.e., an average of $3.031
per share, as stated on the over-the-counter market on October 30, 1998.
</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.  Qualified Employee Stock Purchase Plan filed with
the  Securities   and  Exchange   Commission  on  Form  S-8  on  April  5,  1993
(Registration No. 33-60728) and the subsequent registration of additional shares
filed with the  Commission on Form S-8 on September 27, 1995  (Registration  No.
333-8760)  are  incorporated  by  reference  into this  Registration  Statement.
Required  opinions,  consents and signatures  are included in this  Registration
Statement in accordance with the provisions of Form S-8.

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.



Amendment to Registration Statement (S-8)                                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
                           

Amendment to Registration Statement (S-8)                                Page 3
<PAGE>
                           contained in periodic reports filed with or furnished
                           to the Commission by the 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.


Amendment to Registration Statement (S-8)                                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 November 2,
1998.

                                            GENERAL COMMUNICATION, INC.
                                            (Registrant)


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


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



Amendment to Registration Statement (S-8)                                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/                                                        10/29/98
Ronald A. Duncan                                           Date
President, Chief Executive Officer and Director
(Principal Executive Officer)


/s/                                                        10/30/98
Carter F. Page                                             Date
Chairman of the Board and Director


/s/                                                        10/29/98
Robert M. Walp                                             Date
Vice Chairman of the Board and Director



Donne F. Fisher                                            Date
Director


/s/                                                        10/29/98
Jeffry C. Garvey                                           Date
Director


John W. Gerdelman                                          Date
Director


/s/                                                        10/30/98
William P. Glasgow                                         Date
Director


Donald Lynch                                               Date
Director



Larry E. Romrell                                           Date
Director


/s/                                                        10/30/98
James M. Schneider                                         Date
Director



Amendment to Registration Statement (S-8)                                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 Municipality of Anchorage,
State of Alaska, on November 2, 1998.


                                          GENERAL COMMUNICATION, INC.
                                          QUALIFIED EMPLOYEE STOCK PURCHASE PLAN




                                          By:   /s/          
                                             Alfred J. Walker
                                             Plan Administrator




Amendment to Registration Statement (S-8)                                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.

                     QUALIFIED EMPLOYEE STOCK PURCHASE PLAN




Amendment to Registration Statement (S-8)                                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)            Resolutions  of Board of  Directors  of the  Company and of
                     Shareholders  of the Company  adopted at their December 17,
                     1986 meetings  adopting  Qualified  Employee Stock Purchase
                     Plan

4.3.2                Copy of the General  Communication,  Inc. Revised Qualified
                     Employee Stock Purchase Plan

4.3.3 (3)            Resolution of the Board of Directors of the Company at its 
                     June 4, 1992 meeting adopting certain amendments to the 
                     Plan to bring it into compliance with Rule 16b-3(d)
                     (Participant Directed Transactions)

4.3.4 (3)            Resolution of the Board of Directors of the Company 
                     adopted at its March 24, 1993 meeting adopting certain 
                     amendments to the Plan and re-establishing the Plan as an
                     employee benefit plan of the Company

4.3.5 (3)            Resolution  of the Board of Directors of the Company at its
                     March 24,  1993  meeting  authorizing  the  increase of the
                     allocation of common stock for  acquisition by the Plan and
                     the  registration  of the  offering of that stock under the
                     Securities Act of 1933


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  annual report on Form 10-K for the year ended
         December 31, 1992.

3/       Incorporated  by  reference  and  previously  filed  with the SEC as an
         exhibit  to the  Company's  Registration  Statement  for the  Qualified
         Employee Stock Purchase Plan (Registration No. 33-60728) filed April 5,
         1993.


Amendment to Registration Statement (S-8)                                Page 9
<PAGE>
                                  EXHIBIT INDEX

Exhibit No.                        Description
-----------                        -----------
4.3.6 (4)            Certificate of Secretary on action by Board of Directors at
                     its October 20, 1994 meeting approving  certain  amendments
                     to the Plan to comply  with the Tax Reform Act of 1986,  as
                     amended, and to allow for participating  eligible employees
                     to  choose  investments  other  than  common  stock  of the
                     Company;  and  resolution  of  the  Board  adopted  at  its
                     December 20, 1994 meeting approving the revised plan

4.3.7 (4)            Resolution of the Board of Directors of the Company adopted
                     at its February 9, 1995 meeting  pertaining  to an increase
                     of the number of shares of Class A common  stock  allocated
                     to the Plan

4.3.8 (4)            Certificate  of  Secretary  on action of Board of Directors
                     taken  without  a  meeting  and  with   unanimous   consent
                     approving  certain  additional  amendments  to the  Plan to
                     comply  with  the  Tax  Reform  Act of  1986,  as  amended,
                     primarily  relating to  investment  responsibility  and the
                     relationship  between the Plan  Committee  and the Trustee;
                     and the  corresponding  Minutes  of Action  and  Resolution
                     (including  those  amendments) of the Board approving those
                     amendments effective on September 1, 1995

4.3.9                Certificate  of  Secretary  on action of Board of Directors
                     taken  at  a  teleconference   meeting   approving  certain
                     additional  amendments  to the  Plan to  relating  to gross
                     income as treated under the Internal  Revenue Code of 1986,
                     as amended;  and an excerpt from the corresponding  minutes
                     (including a description  of the  amendments)  of the Board
                     approving those amendments effective January 1, 1995

4.3.10               Certificate  of  Secretary  on action of Board of Directors
                     taken  at  a  teleconference   meeting   approving  certain
                     technical  modifications  to the  Plan as  proposed  by the
                     Internal   Revenue   Service;   and  an  excerpt  from  the
                     corresponding  minutes  (including  a  description  of  the
                     amendments)  of  the  Board  approving   those   amendments
                     effective January 1, 1996


4/       Incorporated  by  reference  and  previously  filed  with the SEC as an
         exhibit  to the  Company's  registration  statement  for the  Qualified
         Employee  Stock  Purchase  Plan   (Registration   No.  333-8760)  filed
         September 27, 1995.



Amendment to Registration Statement (S-8)                                Page 10
<PAGE>
                                  EXHIBIT INDEX

Exhibit No.                        Description
-----------                        -----------
4.3.11               Certificate  of  Secretary  on action of Board of Directors
                     taken at a meeting approving certain additional  amendments
                     to the Plan as proposed by the  Internal  Revenue  Service;
                     and an excerpt from the corresponding  minutes (including a
                     description of the amendments) of the Board approving those
                     amendments effective June 25, 1997

4.3.12               Certificate  of Secretary as to  resolution of the Board of
                     Directors  of the  Company  adopted at its October 30, 1998
                     meeting  pertaining  to an increase of the number of shares
                     of Class A and Class B common stock allocated to the Plan

4.4 (5)              Revised Questions and Answers about the Qualified Employee
                     Stock Purchase Plan (summary plan description),dated 
                     January 1, 1995

4.5.1 (3)            IRS Determination on Qualified Employee Stock Purchase Plan
                     and U.S. Department of Labor comments on ERISA, dated 
                     March 8, 1988

4.5.2                IRS  Determinations  on Qualified  Employee  Stock Purchase
                     Plan, dated March 13, 1996

5                    Opinion re legality

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

5.2 (4)              Legal Opinion on Legality of Shares dated September 26, 
                     1995

5.3                  Legal Opinion on Legality of Shares dated November 2, 1998

15                   None

23                   Consents of experts and counsel

23.1                 Consent of Wohlforth, Argetsinger, Johnson & Brecht, A 
                     Professional Corporation

23.2                 Consent of Harris, Mericle, Wakayama & Mason, a 
                     Professional Limited Liability Company

23.3                 Consent of KPMG Peat Marwick LLP


5/       Incorporated  by  reference  and  previously  filed  with the SEC as an
         exhibit to the  Company's  annual report on Form 10K for the year ended
         December 31, 1994.



Amendment to Registration Statement (S-8)                                Page 11
<PAGE>
                                  EXHIBIT INDEX

Exhibit No.                        Description
-----------                        -----------
24                   None

99                   Additional Exhibits

99.1 (3)             Resolution Appointing Plan Administrator

99.2 (3)             Resolutions Appointing Plan Committee Members

99.3 (4)             Certificate of Secretary on Board of Directors Action 
                     appointing New Plan Committee Member


Amendment to Registration Statement (S-8)                                Page 12
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{"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": "333-66877", "film-number": "98739335"}, "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 November ____, 1998
                                                           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.
                     QUALIFIED EMPLOYEE STOCK PURCHASE 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: J. J. Brecht
      Wohlforth, Argetsinger, 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 be         Amount to           Maximum         Aggregate Offering     Registration
          Registered               be Registered     Offering Price (1)          Price               Fee
-------------------------------- ------------------- ----------------- ----------------------- ----------------
General Communication, Inc.
Common Stock
         Class A                       2,000,000         $6,062,000       $6,062,000              $1,788.29
         Class B                         400,000         $1,212,400       $1,212,400                $357.66
                                                                          ----------
                                                                          $7,247,400
                                                                                           TOTAL: $2,145.95
================================ =================== ================= ======================= ================
1 Estimated solely for the purpose of calculating the amount of the registration
fee. For Class A common  stock,  based upon the average of the high and low sale
prices of $3.0625 per share and $3.00 per share, respectively,  i.e., an average
of $3.031 per share,  as quoted on the Nasdaq  Stock Market on October 30, 1998.
For Class B common stock,  based upon the average of the bid and asked prices of
$3.00 per share and $3.0625 per share, respectively,  i.e., an average of $3.031
per share, as stated on the over-the-counter market on October 30, 1998.
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.  Qualified Employee Stock Purchase Plan filed with
the  Securities   and  Exchange   Commission  on  Form  S-8  on  April  5,  1993
(Registration No. 33-60728) and the subsequent registration of additional shares
filed with the  Commission on Form S-8 on September 27, 1995  (Registration  No.
333-8760)  are  incorporated  by  reference  into this  Registration  Statement.
Required  opinions,  consents and signatures  are included in this  Registration
Statement in accordance with the provisions of Form S-8.

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.

Amendment to Registration Statement (S-8)                                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
                           

Amendment to Registration Statement (S-8)                                Page 3
contained in periodic reports filed with or furnished
                           to the Commission by the 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.

Amendment to Registration Statement (S-8)                                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 November 2,
1998.

                                            GENERAL COMMUNICATION, INC.
                                            (Registrant)

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

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

Amendment to Registration Statement (S-8)                                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/                                                        10/29/98
Ronald A. Duncan                                           Date
President, Chief Executive Officer and Director
(Principal Executive Officer)

/s/                                                        10/30/98
Carter F. Page                                             Date
Chairman of the Board and Director

/s/                                                        10/29/98
Robert M. Walp                                             Date
Vice Chairman of the Board and Director

Donne F. Fisher                                            Date
Director

/s/                                                        10/29/98
Jeffry C. Garvey                                           Date
Director

John W. Gerdelman                                          Date
Director

/s/                                                        10/30/98
William P. Glasgow                                         Date
Director

Donald Lynch                                               Date
Director

Larry E. Romrell                                           Date
Director

/s/                                                        10/30/98
James M. Schneider                                         Date
Director

Amendment to Registration Statement (S-8)                                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 Municipality of Anchorage,
State of Alaska, on November 2, 1998.

                                          GENERAL COMMUNICATION, INC.
                                          QUALIFIED EMPLOYEE STOCK PURCHASE PLAN

                                          By:   /s/          
                                             Alfred J. Walker
                                             Plan Administrator

Amendment to Registration Statement (S-8)                                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.

                     QUALIFIED EMPLOYEE STOCK PURCHASE PLAN

Amendment to Registration Statement (S-8)                                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)            Resolutions  of Board of  Directors  of the  Company and of
                     Shareholders  of the Company  adopted at their December 17,
                     1986 meetings  adopting  Qualified  Employee Stock Purchase
                     Plan

4.3.2                Copy of the General  Communication,  Inc. Revised Qualified
                     Employee Stock Purchase Plan

4.3.3 (3)            Resolution of the Board of Directors of the Company at its 
                     June 4, 1992 meeting adopting certain amendments to the 
                     Plan to bring it into compliance with Rule 16b-3(d)
                     (Participant Directed Transactions)

4.3.4 (3)            Resolution of the Board of Directors of the Company 
                     adopted at its March 24, 1993 meeting adopting certain 
                     amendments to the Plan and re-establishing the Plan as an
                     employee benefit plan of the Company

4.3.5 (3)            Resolution  of the Board of Directors of the Company at its
                     March 24,  1993  meeting  authorizing  the  increase of the
                     allocation of common stock for  acquisition by the Plan and
                     the  registration  of the  offering of that stock under the
                     Securities Act of 1933

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  annual report on Form 10-K for the year ended
         December 31, 1992.

3/       Incorporated  by  reference  and  previously  filed  with the SEC as an
         exhibit  to the  Company's  Registration  Statement  for the  Qualified
         Employee Stock Purchase Plan (Registration No. 33-60728) filed April 5,
         1993.

Amendment to Registration Statement (S-8)                                Page 9
EXHIBIT INDEX

Exhibit No.                        Description
-----------                        -----------
4.3.6 (4)            Certificate of Secretary on action by Board of Directors at
                     its October 20, 1994 meeting approving  certain  amendments
                     to the Plan to comply  with the Tax Reform Act of 1986,  as
                     amended, and to allow for participating  eligible employees
                     to  choose  investments  other  than  common  stock  of the
                     Company;  and  resolution  of  the  Board  adopted  at  its
                     December 20, 1994 meeting approving the revised plan

4.3.7 (4)            Resolution of the Board of Directors of the Company adopted
                     at its February 9, 1995 meeting  pertaining  to an increase
                     of the number of shares of Class A common  stock  allocated
                     to the Plan

4.3.8 (4)            Certificate  of  Secretary  on action of Board of Directors
                     taken  without  a  meeting  and  with   unanimous   consent
                     approving  certain  additional  amendments  to the  Plan to
                     comply  with  the  Tax  Reform  Act of  1986,  as  amended,
                     primarily  relating to  investment  responsibility  and the
                     relationship  between the Plan  Committee  and the Trustee;
                     and the  corresponding  Minutes  of Action  and  Resolution
                     (including  those  amendments) of the Board approving those
                     amendments effective on September 1, 1995

4.3.9                Certificate  of  Secretary  on action of Board of Directors
                     taken  at  a  teleconference   meeting   approving  certain
                     additional  amendments  to the  Plan to  relating  to gross
                     income as treated under the Internal  Revenue Code of 1986,
                     as amended;  and an excerpt from the corresponding  minutes
                     (including a description  of the  amendments)  of the Board
                     approving those amendments effective January 1, 1995

4.3.10               Certificate  of  Secretary  on action of Board of Directors
                     taken  at  a  teleconference   meeting   approving  certain
                     technical  modifications  to the  Plan as  proposed  by the
                     Internal   Revenue   Service;   and  an  excerpt  from  the
                     corresponding  minutes  (including  a  description  of  the
                     amendments)  of  the  Board  approving   those   amendments
                     effective January 1, 1996

4/       Incorporated  by  reference  and  previously  filed  with the SEC as an
         exhibit  to the  Company's  registration  statement  for the  Qualified
         Employee  Stock  Purchase  Plan   (Registration   No.  333-8760)  filed
         September 27, 1995.

Amendment to Registration Statement (S-8)                                Page 10
EXHIBIT INDEX

Exhibit No.                        Description
-----------                        -----------
4.3.11               Certificate  of  Secretary  on action of Board of Directors
                     taken at a meeting approving certain additional  amendments
                     to the Plan as proposed by the  Internal  Revenue  Service;
                     and an excerpt from the corresponding  minutes (including a
                     description of the amendments) of the Board approving those
                     amendments effective June 25, 1997

4.3.12               Certificate  of Secretary as to  resolution of the Board of
                     Directors  of the  Company  adopted at its October 30, 1998
                     meeting  pertaining  to an increase of the number of shares
                     of Class A and Class B common stock allocated to the Plan

4.4 (5)              Revised Questions and Answers about the Qualified Employee
                     Stock Purchase Plan (summary plan description),dated 
                     January 1, 1995

4.5.1 (3)            IRS Determination on Qualified Employee Stock Purchase Plan
                     and U.S. Department of Labor comments on ERISA, dated 
                     March 8, 1988

4.5.2                IRS  Determinations  on Qualified  Employee  Stock Purchase
                     Plan, dated March 13, 1996

5                    Opinion re legality

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

5.2 (4)              Legal Opinion on Legality of Shares dated September 26, 
                     1995

5.3                  Legal Opinion on Legality of Shares dated November 2, 1998

15                   None

23                   Consents of experts and counsel

23.1                 Consent of Wohlforth, Argetsinger, Johnson & Brecht, A 
                     Professional Corporation

23.2                 Consent of Harris, Mericle, Wakayama & Mason, a 
                     Professional Limited Liability Company

23.3                 Consent of KPMG Peat Marwick LLP

5/       Incorporated  by  reference  and  previously  filed  with the SEC as an
         exhibit to the  Company's  annual report on Form 10K for the year ended
         December 31, 1994.

Amendment to Registration Statement (S-8)                                Page 11
EXHIBIT INDEX

Exhibit No.                        Description
-----------                        -----------
24                   None

99                   Additional Exhibits

99.1 (3)             Resolution Appointing Plan Administrator

99.2 (3)             Resolutions Appointing Plan Committee Members

99.3 (4)             Certificate of Secretary on Board of Directors Action 
                     appointing New Plan Committee Member

Amendment to Registration Statement (S-8)                                Page 12