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                             LETTER TO SHAREHOLDERS

                                 April 30, 2002

                     Re: 2002 Annual Meeting of Shareholders
                         of General Communication, Inc.


Dear Shareholder:

         The board of directors of General Communication, Inc. cordially invites
and encourages you to attend the annual meeting of shareholders of the Company.
The meeting will be held at Josephine's Restaurant on the 15th floor in the
Sheraton Hotel at 401 East 6th Avenue in Anchorage, Alaska at 6:00 p.m. (Alaska
Daylight Time) on Thursday, June 6, 2002. The board has chosen the close of
business on April 10, 2002 as the record date for determining the shareholders
entitled to notice of, and to vote at, the meeting. A reception for shareholders
will be held prior to the meeting from 5:00 p.m. to 6:00 p.m. at the site of the
meeting.

         Copies of the Notice of Annual Meeting of Shareholders, Proxy and Proxy
Statement are enclosed covering the formal business to be conducted at the
meeting. Also enclosed for your information is a copy of the Company's annual
report to shareholders in the form of the Company's Form 10-K for the year ended
December 31, 2001.

         At the meeting, the shareholders will be asked to elect individuals to
fill four positions on the board of directors as a classified board as required
by the revised Bylaws of the Company, to approve an increase in Company common
stock allocated to the Company's Amended and Restated 1986 Stock Option Plan and
otherwise to amend the plan to provide for an upper limit per year on the number
of shares that may be granted to a participant in the plan, and to conduct other
business as described more fully in the Proxy Statement and as may properly come
before the meeting. Regardless of the number of shares you own, your careful
consideration of and vote on these matters is important.

         In order to ensure that we have a quorum and that your shares are voted
at the meeting, please complete, date and sign the enclosed Proxy and return it
promptly in the enclosed addressed and stamped envelope.

         In addition to conducting the formal business at the meeting, we shall
also review the Company's activities over the past year and its plans for the
future. I hope you will be able to join us.

                                   Sincerely,


                                   /s/
                                   Ronald A. Duncan
                                   President and Chief Executive Officer
<PAGE>
PROXY                                                                      PROXY


                           GENERAL COMMUNICATION, INC.

                THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

              FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON

                                  JUNE 6, 2002

         The undersigned, having received the Notice of Annual Meeting and Proxy
Statement dated April 30, 2002 and holding Class A common stock, Class B common
stock, or Series B convertible, redeemable, accreting preferred stock of General
Communication, Inc. ("Company") of record determined as of April 10, 2002,
hereby appoints Ronald A. Duncan, on behalf of the board of directors of the
Company, and each of them, the proxy of the undersigned, with full power of
substitution, to attend that annual meeting of shareholders, to be held at
Josephine's Restaurant on the 15th floor in the Sheraton Hotel at 401 East 6th
Avenue in Anchorage, Alaska at 6:00 p.m. (Alaska Daylight Time) on Thursday,
June 6, 2002 and any adjournment or adjournments of that meeting. The
undersigned further directs those holders of this Proxy to vote at that annual
meeting, as specified in this Proxy, all of the shares of stock of the
undersigned in the Company, which the undersigned would be entitled to vote if
personally present, as follows:

         (1)      To elect four directors, each for three-year terms, as part of
                  Class I of the ten-member classified board of directors as
                  identified in this Proxy:


                      FOR all nominees listed      WITHHOLD AUTHORITY to vote
                      below (except as marked      for all nominees listed
                      to the contrary)             below

                             Class I: Ronald R. Beaumont
                                      Paul S. Lattanzio
                                      Carter F. Page
                                      Robert M. Walp

INSTRUCTIONS:

         To withhold authority under this Proxy to vote for one or more
individual nominees, draw a line through the name of the nominee for which you
wish the authority to be withheld.

         Should the undersigned choose to mark this Proxy as withholding
authority to vote for one or more nominees as listed above, this Proxy will,
nevertheless, be used for purposes of establishing a quorum at the annual
meeting of shareholders.
<PAGE>
         (2)      To approve an increase in the number of shares of the
                  Company's common stock authorized and allocated to the
                  Company's Amended and Restated 1986 Stock Option Plan by 2
                  million shares of Class A common stock and otherwise to amend
                  the plan to provide for an upper limit of 500,000 shares per
                  year on the number of shares that may be granted to a
                  participant in the plan:

                      FOR              AGAINST            ABSTAIN

         (3)      To transact in the proxyholder's discretion such other
                  business as may come before that annual meeting of
                  shareholders, including the approval (but not the
                  ratification) of the minutes of the June 7, 2001 annual
                  meeting of shareholders of the Company and other matters as
                  described in the Proxy Statement. As of the record date, the
                  Board was unaware of any other business to be brought at the
                  meeting other than the approval of those minutes.

         The undersigned hereby ratifies and confirms all that the proxyholder
or the holder's substitute lawfully does or causes to be done by virtue of this
Proxy and hereby revokes any and all proxies given prior to this Proxy by the
undersigned to vote at the annual meeting of shareholders or any adjournments of
the meeting. The undersigned acknowledges receipt of the Notice of the Annual
Meeting and the Proxy Statement accompanying that notice.


DATED:
                                       Signature of Shareholder
                                       Print Name:



                                       Signature of Shareholder
                                       Print Name:

         Please date this Proxy, sign it above as your name appears printed
elsewhere on this Proxy, and return it in the enclosed envelope which requires
no postage. Joint owners should each sign personally. When signing as attorney,
executor, trustee, guardian, administrator, or officer of a corporation or other
entity, please give that title.

         The board recommends a vote "for" proposal nos. (1) - (2). This Proxy,
when properly executed, will be voted as directed. If no direction is made, it
will be voted "for" proposals nos. (1) - (2). If any other business is properly
presented at the annual meeting, this Proxy will be voted in accordance with the
best judgment and discretion of the proxyholder.
<PAGE>
                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                           TO BE HELD ON JUNE 6, 2002
                                                                  April 30, 2002

To the Shareholders of
General Communication, Inc.

         NOTICE IS HEREBY GIVEN that, pursuant to the Bylaws of General
Communication, Inc. ("Company") and the call of the board of directors of the
Company, the annual meeting of shareholders of the Company, will be held at
Josephine's Restaurant on the 15th floor in the Sheraton Hotel at 401 East 6th
Avenue in Anchorage, Alaska at 6:00 p.m. (Alaska Daylight Time) on Thursday,
June 6, 2002. At the meeting, shareholders will consider and vote upon the
following matters:

         -  Electing four directors, each for three-year terms, as part of Class
            I of the ten-member classified board

         -  Approving an increase in the number of shares of the Company's
            common stock authorized and allocated to the Company's Amended and
            Restated 1986 Stock Option Plan by 2 million shares of Class A
            common stock and otherwise amending the plan to provide for an upper
            limit of 500,000 shares per year on the number of shares that may be
            granted to a participant in the plan

         All of the above matters are more fully described in the accompanying
Proxy Statement. A reception for shareholders will precede the annual meeting,
commencing at 5:00 p.m.

         By resolution adopted by the board, the close of business on April 10,
2002 has been fixed as the record date for the annual meeting. Only holders of
shares of Class A common stock, Class B common stock and Series B convertible,
redeemable, accreting preferred stock of the Company of record as of that date
will be entitled to notice of and to vote at the annual meeting or any
adjournment or adjournments of it.

         The accompanying form of Proxy is solicited by the board. The enclosed
Proxy Statement contains further information with regard to the business to be
transacted at the annual meeting. A list of shareholders of the Company as of
the record date will be kept at the Company's offices at 2550 Denali Street,
Suite 1000, Anchorage, Alaska for a period of 30 days prior to the annual
meeting and will be subject to inspection by any shareholder at any time during
normal business hours.

         In order to ensure that we have a quorum and that your shares are voted
at the annual meeting, please sign and date the enclosed Proxy and mail it to
the Company's transfer agent (Mellon Investor Services LLC) in the enclosed,
addressed and stamped envelope. If you send in your Proxy and later do attend
the annual meeting, you may then withdraw your Proxy should you desire to do so.
However, in this case, you must revoke your Proxy in writing and present the
written revocation at the annual meeting. Thereafter, you may vote in person if
you wish. The Proxy may be revoked at any time prior to its exercise.


                                         BY ORDER OF THE BOARD OF DIRECTORS


                                         /s/
                                         John M. Lowber, Secretary
<PAGE>
                           GENERAL COMMUNICATION, INC.
                         2550 Denali Street, Suite 1000
                             Anchorage, Alaska 99503
                                  907.265.5600


                                 PROXY STATEMENT

                         ANNUAL MEETING OF SHAREHOLDERS
                           TO BE HELD ON JUNE 6, 2002


         This Proxy Statement is submitted with the Notice of Annual Meeting of
Shareholders of General Communication, Inc. ("Company") where the annual meeting
("Annual Meeting") is to be held at Josephine's Restaurant on the 15th floor in
the Sheraton Hotel at 401 East 6th Avenue in Anchorage, Alaska at 6:00 p.m.
(Alaska Daylight Time) on Thursday, June 6, 2002.

         This Proxy Statement, the Letter to Shareholders, Notice of Annual
Meeting, and the accompanying Proxy are first being sent or delivered to
shareholders of the Company on or about April 30, 2002. A copy of the Company's
Annual Report, in the form of the Company's Form 10-K for the year ended
December 31, 2001 ("Annual Report"), accompanies this Proxy Statement. See,
"Annual Report."


         DATED:  April 30, 2002
<PAGE>
                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----
COMPANY ANNUAL MEETING........................................................3

MANAGEMENT OF COMPANY........................................................12

CERTAIN TRANSACTIONS.........................................................33

OWNERSHIP OF COMPANY.........................................................46

LITIGATION AND REGULATORY MATTERS............................................52

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS.............................52

ANNUAL REPORT................................................................53

FUTURE SHAREHOLDER PROPOSALS.................................................53


                                                                 Proxy Statement
                                                                          Page 2
<PAGE>
                             COMPANY ANNUAL MEETING

Voting Procedure

         Overview. This Proxy Statement is furnished in connection with the
solicitation by the Company's board of directors ("Board") of proxies from the
holders of the Company's outstanding Class A and Class B common stock and
outstanding Series B convertible, redeemable, accreting preferred stock for use
at the Annual Meeting.

         Time and Place. The Annual Meeting will be held at Josephine's
Restaurant on the 15th floor in the Sheraton Hotel at 401 East 6th Avenue in
Anchorage, Alaska at 6 p.m. (Alaska Daylight Time) on Thursday, June 6, 2002. A
reception for shareholders will commence at 5 p.m. at that location.

         Purpose. As indicated in the Notice of Annual Meeting, the following
matters will be considered and voted upon at the Annual Meeting:

         -  Electing four directors in Class I of the classified Board for
            three-year terms

         -  Approving an increase in the number of shares of the Company's
            common stock authorized and allocated to the Company's Amended and
            Restated 1986 Stock Option Plan ("Stock Option Plan") by 2 million
            shares of Class A common stock and otherwise amend the plan to
            provide for an upper limit of 500,000 shares per year on the number
            of shares that may be granted to a participant in the Stock Option
            Plan ("Plan Amendments")

         -  Transacting such other business as may properly come before the
            meeting and any adjournment or adjournments of it

         Outstanding Voting Securities. Only holders of Class A and Class B
common stock and Series B preferred stock as of the record date for the Annual
Meeting ("Shareholders") will be entitled to notice of, and to vote at, the
Annual Meeting. The Board has chosen the close of business on April 10, 2002 as
the record date for the Annual Meeting ("Record Date"). As of the Record Date
and under its current Restated Articles of Incorporation ("Articles"), the
outstanding stock of the Company was divided into four categories:

         -  Class A common stock, for which the holder of a share is entitled to
            one vote

         -  Class B common stock, for which the holder of a share is entitled to
            ten votes


                                                                 Proxy Statement
                                                                          Page 3
<PAGE>
         -  Series B preferred stock, for which the holder has limited voting
            rights

         -  Series C preferred stock, for which the holder has no voting rights

         On the Record Date, there were 51,107,083 shares of Class A common
stock and 3,882,054 shares of Class B common stock outstanding and entitled to
be voted at the Annual Meeting. In addition, there were, as of that date, 16,995
shares of Series B preferred stock outstanding. Under the terms of issuance of
the shares of Series B preferred stock in April 1999, the shares are entitled,
with limited exception, to a number of votes at the meeting equal to the largest
number of full shares of Class A common stock into which the Series B preferred
stock may be converted. As of the Record Date, that number of equivalent shares
of Class A common stock (excluding equivalent shares of Class A common stock
representing dividends accrued through that date) was 3,062,162 shares.

         Voting Rights, Votes Required for Approval. At the Annual Meeting, a
simple majority of the issued and outstanding Company common stock and preferred
stock entitled to be voted as of the Record Date, represented in person or by
proxy, will constitute a quorum. As an example, since there were a total of
51,107,083 shares of Class A common stock, 3,882,054 shares of Class B common
stock and 16,995 shares of Series B preferred stock issued and outstanding and
entitled to be voted as of the Record Date, a quorum would be established by the
presence of Shareholders, directly or by proxy, holding at least 4,612,192
shares of Class A common stock, all 3,882,054 shares of Class B common stock,
and all 16,995 shares of Series B preferred stock. See "Certain Transactions:
Series B Agreement."

         Because of the ten-for-one voting power of the Class B common stock,
shares of that stock have a substantial impact on the voting power for purposes
of taking votes on matters addressed at the Annual Meeting. The total number of
votes to which Class A common stock (including the issued and outstanding Series
B preferred stock on an as-converted basis) and Class B common stock were
entitled as of the Record Date were 54,169,245 and 38,820,540 respectively.

         If a quorum is present, adoption of the Annual Meeting agenda items
pertaining to electing directors and approving the Plan Amendments will each
require an affirmative vote by the holders of at least a simple majority of the
voting power of the issued and outstanding Class A common stock (including the
issued and outstanding Series B preferred stock on an as-converted basis) and
Class B common stock entitled to vote as of the Record Date and represented in
person or by proxy at the meeting. Under the Articles, voting on these items
must be by the Class A and Class B common stock and the Series B preferred stock
voting as a group.

         The Articles expressly provide for non-cumulative voting in the
election of directors.


                                                                 Proxy Statement
                                                                          Page 4
<PAGE>
         As of the Record Date, the number and percentage of outstanding shares
entitled to vote held by directors and executive officers of the Company and
their affiliates were 9,561,279 shares of Class A common stock (not including
the issued and outstanding Series B preferred stock on an as-converted basis),
constituting approximately 17.7% of the outstanding stock in that class,
2,753,953 shares of Company Class B common stock, constituting approximately
70.9% of the outstanding stock in that class, and all 16,995 shares of the
outstanding Series B preferred stock.

         In the past, Mr. Lattanzio has been proposed by the Board pursuant to
terms of the issuance of Company Series B preferred stock. While those terms
were, as of the Record Date, no longer effective, management has included Mr.
Lattanzio in its proposed slate for the Board. See, "Certain Transactions:
Series B Agreement."

         Delivery The Proxy Statement, Letter to Shareholders, Notice of Annual
Meeting and accompanying Board proxy ("Proxy") are first being sent or delivered
to Shareholders on or about April 30, 2002. A copy of the Company's Annual
Report, in the form of the Company's Form 10-K for the year ended December 31,
2001, accompanies this Proxy Statement.

         Exhibits to that Form 10-K are not enclosed. However, that form
includes a list briefly describing all of those exhibits. In addition, the
Company will furnish a copy of an exhibit to a Shareholder upon written request
to the Company and payment of a fee to cover the Company's expenses in
furnishing that exhibit.

         The Company may choose to rely on the provisions of Rule 14a-3(e)
adopted under the Securities Exchange Act of 1934 ("Exchange Act") which allows
the Company to limit delivery to one copy of this Proxy Statement and the Annual
Report for more than one Shareholder sharing the same address. However, should
the Company make use of the rule, it would, together with that single copy of
those documents, deliver a separate Proxy for each Shareholder at that shared
address. In following the rule, the Company would rely upon an affirmative
written consent or implied consent of a Shareholder to this means of delivery as
allowed under that rule. In addition, the Company would deliver promptly, upon
written or oral request, a separate copy of the Proxy Statement or the Annual
Report, as applicable, to a Shareholder at a shared address to which a single
copy of the document had been previously delivered.

         Written requests for exhibits to the Company's Form 10-K for the year
ended December 31, 2001 or other documents as described in this section are to
be addressed to the Company as follows: General Communication, Inc., 2550 Denali
Street, Suite 1000, Anchorage, Alaska 99503, ATTN: Corporate Secretary.

         Proxies. The accompanying form of Proxy is being solicited on behalf of
the Board for use at the Annual Meeting.


                                                                 Proxy Statement
                                                                          Page 5
<PAGE>
         Subject to the conditions described in this section, the shares
represented by each Proxy executed in the accompanying form of Proxy will be
voted at the Annual Meeting in accordance with the instructions in that Proxy.
The Proxy will be voted for management's nominees for directors as a classified
board and as otherwise specified in the Proxy, unless a contrary choice is
specified.

         The form Proxy also gives discretionary authority to the holder on
other matters. See, within this section, "- Other Business."

         All votes cast by Shareholders, directly or by Proxy completed and
executed in accordance with the instructions on the Proxy, will be counted at
the Annual Meeting. A Proxy having one or more clearly marked abstentions on one
or more of the proposals to be addressed at the Annual Meeting will be honored
as an abstention. However, such a Proxy will be counted for purposes of
establishing a quorum at the Annual Meeting. A Proxy having no indication of a
vote on one or more of the proposals to be addressed at the Annual Meeting will
be voted "for" the corresponding proposals.

         A Proxy executed in the form enclosed may be revoked by the Shareholder
signing the Proxy at any time before the authority granted under the Proxy is
exercised by giving written notice to the Secretary of the Board, at the
principal executive offices of the Company as identified previously. See, within
this section, "-- Voting Rights, Votes Required for Approval." The notice may
also be delivered to the Secretary prior to a vote using the Proxy at the Annual
Meeting. Thereafter, the Shareholder signing the Proxy may vote in person or by
other proxy as provided by the revised Bylaws of the Company in effect as of the
Record Date ("Bylaws"). The Shareholder signing the Proxy may also revoke that
proxy by a duly executed proxy bearing a later date.

         The expenses of the Proxy solicitation made by the Board for the Annual
Meeting, including the cost of preparing, assembling and mailing the Notice of
Annual Meeting, Proxy, Proxy Statement, and return envelopes, the handling and
tabulation of proxies received, and charges of brokerage houses and other
institutions, nominees or fiduciaries for forwarding such documents to
beneficial owners, will be paid by the Company. In addition to the mailing of
these proxy materials, solicitation may be made in person or by telephone,
telecopy, telegraph, or electronic mail by officers, directors, or regular
employees of the Company, none of whom will receive additional compensation for
that effort.

Director Elections

         Overview. The Board is composed of ten directors classified into the
following three classes with the number of members as indicated: Class I (four
members), Class II (three members), and Class III (three members).


                                                                 Proxy Statement
                                                                          Page 6
<PAGE>
         At the Annual Meeting, four individuals will be elected to positions in
Class I of the Board for three-year terms. The individuals so elected will serve
subject to the provisions of the Bylaws and until the election and qualification
of their respective successors.

         Management believes that its proposed nominees for election as
directors are willing to serve as such. It is intended that the proxyholders
named in the accompanying form of Proxy or their substitutes will vote for the
election of these nominees unless specifically instructed to the contrary.
However, if any nominee at the time of the election is unable or unwilling or is
otherwise unavailable for election and as a consequence, other nominees are
designated, the proxyholders named in the Proxy or their substitutes will have
discretion and authority to vote or refrain from voting in accordance with their
judgment with respect to other nominees.

         Recommendation of Board. Management and the Board recommend to the
Shareholders a vote "FOR" the slate of four individuals as directors in the
positions up for election at the Annual Meeting, i.e., a vote for proposal
number 1 of the Proxy. This slate of individuals is as follows:

         -  Ronald R. Beaumont

         -  Paul S. Lattanzio

         -  Carter F. Page

         -  Robert M. Walp

Background and other information on each of the nominees is provided elsewhere
in this Proxy Statement.  See, "Management of Company."

Plan Amendments

         Overview. The proposed Plan Amendments consist of increasing the number
of shares authorized and allocated to the Stock Option Plan by 2 million shares
of Company Class A common stock and otherwise amending the plan to provide for
an upper limit of 500,000 shares per year on the number of shares that may be
granted to a participant in the plan.

         Plan. The terms, history and purpose of the Stock Option Plan are
discussed elsewhere in the Proxy Statement. Also disclosed elsewhere in this
statement, as of the Record Date, are the number of shares subject to
outstanding options under the plan, the number of shares issued upon exercise of
options under the plan and the number of shares remaining available for grant
under the plan. See, "Management of Company: Stock Option Plan."


                                                                 Proxy Statement
                                                                          Page 7
<PAGE>
         Under the Stock Option Plan, key employees of the Company, a subsidiary
of the Company, or a subsidiary of a subsidiary of the Company (including
officers and directors who are employees) and non-employee directors of, and
consultants or advisers to, the Company or of those subsidiaries are eligible
for option grants. The selection of optionees is made by the Option Committee.
In selecting an optionee, as well as in determining the number of shares subject
to each option, the committee is to take into consideration such factors as it
deems relevant in connection with accomplishing the purpose of the plan.

         The Stock Option Plan provides that payment upon exercise of an option
may be in the form of money or shares of Company Class A common stock. The plan
further provides, notwithstanding other restrictions on transferability of
options, that an optionee, with approval of the Option Committee, may transfer
an option for no consideration to, or for, the benefit of the optionee's
immediate family. There is no restriction in the Stock Option Plan that an
option granted under the plan must be held by the optionee for a minimum period
of time. Under the plan, the Board's authority to modify or amend the plan is
subject to prior approval of the shareholders of the Company only in the cases
of increasing the number of shares of Company stock allocated to, and available
and reserved for, issuance under the plan, or implementing the provisions of
Section 162(m) of the Internal Revenue Code of 1986, as amended ("Internal
Revenue Code") relating to employee remuneration in excess of $1 million. The
Stock Option Plan provides that Option Committee members are to consist of all
Board members, or solely of two or more "non-employee directors" as defined in
federal securities regulation, or, in the context of implementing the provisions
of Section 162(m), solely of two or more "outside directors" when options are
granted to "covered employees" as those terms are defined in that section. The
plan provides that an option granted to a person may be terminated for cause as
defined in the plan.

         No maximum or minimum exists with regard to the amount, either in
dollars or in numbers, of options that may be exercised in any year, either by a
single optionee or by all optionees under the Stock Option Plan. That is, there
are no fixed limitations on the number or amount of securities being offered,
other than the practical limitations imposed by the number of employees eligible
to participate in the plan and the total number of shares of stock authorized
and available for granting under the plan. Shares covered by options which have
terminated or expired for any reason prior to their exercise are available for
grant of new options pursuant to the plan.

         There were, as of the Record Date, 7 executive officers, including all
of the Named Executive Officers, 8 current directors, who are not executive
officers, and 560 other employees (including officers who are not executive
officers), participating in the Stock Option Plan. This level of participation
is out of a total of 7 eligible executive officers, 5 Named Executive Officers,
8 current directors who are not executive officers, and 1,193 employees
(including officers who are not executive officers) of the Company. The plan has
been in place for many years. Options under the plan are granted in the
discretion of the Option Committee. As of the Record Date, the


                                                                 Proxy Statement
                                                                          Page 8
<PAGE>
committee had granted options to purchase an additional 1,205,000 shares at an
exercise price of $7.25 per share, subject to approval of the Plan Amendments by
the Shareholders. Up to 850,000 of the options are to be issued to the Named
Executive Officers. With the exception of this anticipated grant of options, it
is impossible to determine the benefits which may be received by, or allocated
to, each of the Named Executive Officers or any other officers, directors or
employees of the Company, directly, or as a group, as a result of the Plan
Amendments.

         As of the Record Date, the closing sales price on the Nasdaq Stock
Market was $8.97 per share for the Class A common stock of the Company.

         The federal income tax consequences of an optionee's participation in
the Stock Option Plan are complex and subject to change. The following
discussion is only a summary of the general rules applicable to the options
offered pursuant to the plan. The Company assumes no responsibility in
connection with the income tax liability of any optionee. Under the
administration of the plan, optionees are urged to obtain competent professional
advice regarding the applicability of federal, state, and local tax laws.

         The options granted under the Stock Option Plan are characterized for
federal income tax purposes as non-qualified stock options. The options are not
actively traded on an established securities market. When granted, options under
the plan will not have a readily ascertainable fair market value. Accordingly,
an optionee will not be subject to federal income tax upon grant of that option.
However, upon exercise of the option, the excess of the then fair market value
of the shares purchased over the aggregate option exercise price for the shares
will constitute ordinary income to the optionee. To the extent that the optionee
realizes ordinary income (which ordinary income is subject to federal income tax
withholding by the Company), the Company is entitled to claim a deduction
against its gross income, provided that the cost to the Company constitutes an
ordinary and necessary business expense.

         Upon resale of any shares acquired pursuant to the exercise of an
option, the difference between the sale price and the optionee's basis in the
shares will be treated as a capital gain or loss and will be characterized as
long-term capital gain or loss if the shares have been held for more than 12
months at the date of their disposition. The optionee's basis for determination
of gain or loss upon any subsequent disposition of shares acquired upon the
exercise of the option will be the amount paid for such shares, plus any
ordinary income recognized as a result of the exercise.

         Generally, there will be no federal income tax consequence to the
Company upon the grant or termination of an option under the Stock Option Plan
or the sale or disposition of the shares acquired upon the exercise of the
option. However, upon the exercise of an option, the Company will be entitled to
a deduction, for federal income tax purposes, equal to the amount of ordinary
income the optionee is required to


                                                                 Proxy Statement
                                                                          Page 9
<PAGE>
recognize as a result of the exercise, provided the Company has satisfied its
withholding obligations under the Internal Revenue Code.

         Plan Amendments. The proposed Plan Amendments in part increase the
number of shares authorized and allocated to the Stock Option Plan. As of the
Record Date, the Stock Option Plan had 8.7 million shares of Company Class A
common stock authorized and allocated to it of which only 14,780 shares were
available for granting of new options. The Plan Amendments would increase the
total number of shares allocated to the Stock Option Plan to 10.7 million shares
of Class A common stock. As of the Record Date, the Plan Amendments would result
in 2,014,780 shares of that stock being available for grant of new options under
the plan. The Company has, under its Articles, sufficient shares of Class A
common stock authorized and unissued to satisfy the proposed increased
allocation of common stock to the Stock Option Plan.

         The Stock Option Plan provides for its continued existence for so long
as the Board believes the plan provides an incentive to officers and employees
of the Company and for so long as there remain shares of Class A common stock
allocated to the plan which are not subject to outstanding options. In the
future, should the Stock Option Plan have no more shares of Class A common stock
allocated to it, the Board would have the choice of seeking approval from the
shareholders for another allocation of shares to the plan, discontinuing further
granting of options under the plan, or suspending or terminating the plan.

         The shareholders of the Company have shown their support of the Stock
Option Plan in the past through approval of increased share allocations to the
plan on several occasions. Most recently, the shareholders at the 2000 annual
meeting approved an increase in the number of shares authorized and allocated to
the plan in the amount of 1.5 million shares of Class A common stock.

         While the number of shares of Class A common stock allocated to, but
unused by, the Stock Option Plan has dwindled, management's policy of using
incentive options to urge key employees and officers to work diligently in the
best interest of the Company has not been curtailed or otherwise limited in the
recent past. Management does not believe the proposed Plan Amendments would have
affected the level of grants of options under the plan had the amendment been
effective throughout the year ended December 31, 2001.

         Section 162(m) of the Internal Revenue Code limits a corporation's
deduction of compensation to a covered employee to $1 million, unless the
compensation is qualified performance based compensation not subject to the
limitation. Stock options granted to covered employees are included in this
limit unless they are qualified performance based compensation. In order for
stock options to be characterized as qualified performance based compensation,
the plan under which they are granted must, among other things, state a maximum
number of shares with respect to which options may be granted to a participant
in the plan during a specified period. The


                                                                 Proxy Statement
                                                                         Page 10
<PAGE>
present Stock Purchase Plan contains terms to accommodate the provisions of
Section 162(m) and characterize stock options granted under the plan to covered
employees as qualified performance based compensation, with the exception that
the plan does not presently set such a limit on the grant of stock options. One
of the proposed Plan Amendments rectifies this situation by establishing the
limitations at 500,000 shares per participant per year. The term "covered
employee" as defined in Section 162(m) means, in the context of the Company, the
Named Executive Officers. See, "Management of Company: Executive Compensation -
Summary Compensation."

         Management believes that the Stock Option Plan has proven to be useful
and beneficial to the Company as a special incentive to officers, non-employee
directors, and other key employees, especially when recruiting and retaining new
personnel. It has provided a means for these persons to acquire an equity
interest in the Company. The plan has been in operation for approximately 16
years. The business expansion by the Company during the past several years has
increased the number of persons to whom management may wish to grant options
under the plan. Setting a limit on stock options granted to a participant in the
Stock Option Plan will allow the Company, should the need arise, to take
advantage of the full allowable deductions under Section 162(m) of the Internal
Revenue Code. For these reasons, management believes that the allocation of
shares to the plan must continue to increase so that the Company may continue to
provide the special incentive of stock options to its expanded cadre of
officers, non-employee directors, and key employees.

         Recommendation of Board. The Board has passed a resolution expressly
adopting the Plan Amendments. As a further step in the adoption of the
amendments, the following resolution will be offered at the Annual Meeting for
consideration by the Shareholders:

         RESOLVED, that the amendments to the General Communication, Inc.
         Amended and Restated 1986 Stock Option Plan adopted by the board of
         directors of the Company at its November 29, 2001 and February 7, 2002
         meetings, increasing the number of shares authorized and allocated to
         the plan by 2 million shares for a total allocation of 10.7 million
         shares of Company Class A common stock and otherwise amending the plan
         to provide for an upper limit of 500,000 shares per year on the number
         of shares that may be granted to a participant in the plan, are hereby
         approved by the shareholders of the Company.

         The Board, through this Proxy Statement, recommends to the Shareholders
a vote "FOR" the adoption of the proposed Plan Amendments, i.e., proposal number
2 of the Proxy. The voting rights of Shareholders on this proposal are set forth
elsewhere in this section. See, "Company Annual Meeting: Voting Procedure -
Voting Rights, Votes Required for Approval."


                                                                 Proxy Statement
                                                                         Page 11
<PAGE>
Other Business

         Other matters, beyond the election of directors and other specific
items of business identified in this proxy statement, which may be addressed at
the Annual Meeting consist of approval (but not the ratification) of the minutes
of the past annual shareholder meeting held on June 7, 2001, matters incident to
the conduct of the Annual Meeting, and other business as may properly come
before the Shareholders at that meeting. A vote for the adoption of those
minutes will be an affirmation that the minutes, as written, properly reflect
the proceedings of that meeting and the action taken at that meeting. However,
such a vote will not be an action constituting approval or disapproval of the
matters referred to in those minutes. While the Company was, as of the Record
Date, unaware of other matters of business to come before the meeting, they
could include election of a person to the Board for which a bona fide nominee is
named in this Proxy Statement and where that nominee is unable to serve or for
good cause will not serve, and matters proposed by Shareholders for which the
Company has not received timely notice.

         The Board intends to use discretionary voting authority given it under
the Company's Bylaws adopted pursuant to Rule 14a-4(c) promulgated under the
Exchange Act should any other matter come before the Annual Meeting.

         Other than these matters, the Board does not intend to bring other
business before the Annual Meeting and does not know of any other matter which
anyone else proposes to present for action at the Annual Meeting. However, if
any other matters properly come before the Annual Meeting, the persons named in
the accompanying form of Proxy or their duly constituted substitutes acting at
the Annual Meeting will be deemed authorized to vote or otherwise act upon those
matters in accordance with their judgment.

                              MANAGEMENT OF COMPANY

Directors and Executive Officers

         The following table sets forth certain information about the Company's
directors and executive officers as of the Record Date.

         Name                                Age    Position
         ----                                ---    --------
         Carter F. Page (1,2,3,4)            70     Chairman, Director, and
                                                    Nominee
         Ronald A. Duncan (2)                49     President, Chief Executive
                                                    Officer, and Director
         Robert M. Walp (2)                  74     Vice Chairman, Director,
                                                    and Nominee
         John M. Lowber (1)                  52     Senior Vice President, Chief
                                                    Financial Officer,
                                                    Secretary, and Treasurer


                                                                 Proxy Statement
                                                                         Page 12
<PAGE>
         G. Wilson Hughes                    56     Executive Vice President and
                                                    General Manager
         William C. Behnke                   44     Senior Vice President-
                                                    Strategic Initiatives
         Richard P. Dowling                  58     Senior Vice President-
                                                    Corporate Development
         Dana L. Tindall                     40     Senior Vice President-
                                                    Regulatory Affairs
         Ronald R. Beaumont (2)              53     Director and Nominee
         Stephen M. Brett (2,4,5)            61     Director
         Donne F. Fisher (1,2,3,4,5)         63     Director
         William P. Glasgow (2,4)            43     Director
         Paul S. Lattanzio (2,4,5)           38     Director and Nominee
         Stephen R. Mooney (2)               42     Director
         James M. Schneider (2,3,4)          49     Director

--------------
1  Member of Finance Committee.

2  The present classification of the Board is as follows: (1) Class 1 - Messrs.
   Beaumont, Lattanzio, Page, and Walp, whose present terms expire at the time
   of the Annual Meeting; (2) Class II - Messrs. Brett, Duncan and Mooney whose
   present terms expire at the time of the 2003 annual meeting; and (3) Class
   III - Messrs. Fisher, Glasgow, and Schneider, whose present terms expire at
   the time of the 2004 annual meeting.

3  Member of the Audit Committee.

4  Member of the Option Committee.

5  Member of Compensation Committee.
--------------

         Carter F. Page. Nominee. Mr. Page has served as Chairman and a director
of the Company since 1980. From December 1987 to December 1989, he served as a
consultant to WestMarc Communications, Inc. ("WestMarc") a wholly-owned
subsidiary of AT&T Corp. in matters related to the Company. Mr. Page served as
President and director of WestMarc from 1972 to December 1987. Subsequently, he
was managing general partner of Semaphore Partners, a general partnership and
investment vehicle in the communications industry, which was dissolved in 2001.

         Ronald A. Duncan. Mr. Duncan is a co-founder of the Company and has
been a director of the Company since 1979. Mr. Duncan has served as President
and Chief Executive Officer of the Company since January 1, 1989. From 1979
through December 1988 he was the Executive Vice President of the Company. His
present term as a director of the Company expires in 2003. See "Ownership of
Company: Change of Control - Voting Agreement."


                                                                 Proxy Statement
                                                                         Page 13
<PAGE>
         Robert M. Walp. Nominee. Mr. Walp is a co-founder of the Company and
has been a director of the Company since 1979. Mr. Walp has served as Vice
Chairman of the Company since January 1, 1989 and is an employee of the Company.
From 1979 through 1988, he served as President and Chief Executive Officer of
the Company. See, "Ownership of Company: Change of Control - Voting Agreement."

         John M. Lowber. Mr. Lowber has served as Chief Financial Officer of the
Company since January 1987, as Secretary and Treasurer since July 1988 and as
Senior Vice President since December 1989. He was Vice President -
Administration for the Company from 1985 to December 1989. Prior to joining the
Company, Mr. Lowber was a senior manager at KPMG LLP, formerly Peat Marwick
Mitchell and Co.

         G. Wilson Hughes. Mr. Hughes has served as Executive Vice President and
General Manager of the Company since June 1991. He was President and a member of
the board of directors of Northern Air Cargo, Inc. from March 1989 to June 1991.
From June 1984 to December 1988, Mr. Hughes was President and a member of the
board of directors of Enserch Alaska Services, Inc.

         William C. Behnke. Mr Behnke has served as Senior Vice President -
Strategic Initiatives for the Company since January 2001 and, prior to that, had
served as Senior Vice President - Marketing and Sales for the Company from
January 1994. He was Vice President of the Company and President of GCI Network
Systems, Inc., a former subsidiary of the Company, from February 1992 to January
1994. From June 1989 to February 1992, Mr. Behnke was Vice President of the
Company and General Manager of GCI Network Systems, Inc. From August 1984 to
June 1989, he was Senior Vice President for TransAlaska Data Systems, Inc.

         Richard P. Dowling. Mr. Dowling has served as Senior Vice President -
Corporate Development for the Company since December 1990. He was Senior Vice
President - Operations and Engineering for the Company from December 1989 to
December 1990. From 1981 to December 1989, Mr. Dowling served as Vice President
- Operations and Engineering for the Company.

         Dana L. Tindall. Ms. Tindall has served as Senior Vice President -
Regulatory Affairs since January 1994. She was Vice President - Regulatory
Affairs for the Company from January 1991 to January 1994. From October 1989
through December 1990, Ms. Tindall was Director of Regulatory Affairs for the
Company, and she served as Manager of Regulatory Affairs for the Company from
1985 to October 1989. In addition, Ms. Tindall was an adjunct professor of
telecommunications economics at Alaska Pacific University from September through
December 1995.

         Ronald R. Beaumont. Nominee. Mr. Beaumont has served as a director of
the Company since his appointment by the Board in February 1999. He has more
than 25 years experience in the telecommunications industry. Mr. Beaumont has
been Chief Operating Officer at WorldCom, Inc. ("WorldCom") since November 2000
and, prior to


                                                                 Proxy Statement
                                                                         Page 14
<PAGE>
that, he had served as President of Operations and Technology at WorldCom from
September 1998. Prior to that, Mr. Beaumont was President of WorldCom Network
Services, Inc. ("Network Services") from its formation, after the merger of
WorldCom and MFS Communications in December 1996, to September 1998. Prior to
that, he was President and Chief Executive Officer of MFS North America, Inc.
from October 1994 to December 1996. See, "Ownership of Company: Change of
Control - Voting Agreement."

         Stephen M. Brett. Mr. Brett has served as a director of the Company
since his appointment by the Board in January 2001. He has been of counsel to
Sherman and Howard, a law firm, since January 2001. He served as Senior
Executive Vice President for AT&T Broadband from March 1999 to April 2000. Prior
to that Mr. Brett served as Executive Vice President, General Counsel and
Secretary to Tele-Communications, Inc. ("TCI") from 1991 to March 1999. His
present term as a director of the Company expires in 2003.

         Donne F. Fisher. Mr. Fisher has served as a director of the Company
since 1980. Mr. Fisher had been a consultant to TCI since January 1996, and a
director of TCI from 1980, to March 1999 when TCI merged into AT&T Corp. From
1982 until 1996, he held various executive officer positions with TCI and its
subsidiaries. Mr. Fisher had served on the board of directors of most of TCI's
subsidiaries through the years. He has served on the Compensation Committees and
the Audit Committees of both Liberty Media and Sorrento Networks, Inc. Since
1999 he has managed his personal assets. His present term as a director of the
Company expires in 2004.

         William P. Glasgow. Mr. Glasgow has served as a director of the Company
since 1996. From 1999 to the present, he has been President/CEO of Security
Broadband Corp. From 2000 to the present Mr. Glasgow has been President of
Diamond Ventures, L.L.C., a Texas limited liability company and sole general
partner of Prime II Management, L.P., ("Prime Management") and Prime II
Investments, L.P., both of which are Delaware limited partnerships. Since 1996,
he has been President of Prime II Management, Inc., a Delaware corporation,
which was formerly the sole general partner of Prime II Management, L.P. From
1989 to 1991, he held positions of Vice President - Finance and Senior Vice
President - Finance with Prime II Management, Inc. Mr. Glasgow is presently a
managing director of the general partner of Prime VIII, L.P. He is also managing
director of Prime New Ventures. He joined Prime Cable Corp. (an affiliate of
Prime II Management, Inc.) in 1983 and served in various capacities until that
corporation was liquidated in 1987. He currently serves on the boards of
directors of Prime Cellular Corp., Prime II Management Group, Inc., Prime Comm,
Inc., SKA Management, Inc. and Security Broadband Corp., none of which are
publicly held. His present term as director of the Company expires in 2004.

         Paul S. Lattanzio. Nominee. Mr. Lattanzio has served as a director of
the Company since his appointment by the Board in May 2000. He has been a
director of Administaff, Inc., a publicly traded company, since 1995. He has
been a Managing


                                                                 Proxy Statement
                                                                         Page 15
<PAGE>
Director for Toronto Dominion Capital, the private equity arm for Toronto
Dominion Bank, since July 1999. From February 1998 to March 1999, Mr. Lattanzio
was a co-founder and Senior Managing Director of NMS Capital Management, LLC, a
$600 million private equity fund affiliated with NationsBanc Montgomery
Securities. Prior to NMS Capital, he served in several positions with various
affiliates of Bankers Trust New York Corporation for over 13 years, most
recently as a Managing Director of BT Capital Partners, Inc. Mr. Lattanzio has
experience in a variety of investment banking disciplines, including mergers and
acquisitions, private placements and restructuring advisory areas. See, "Company
Annual Meeting: Voting Procedure - Voting Rights, Votes Required for Approval"
and "Certain Transaction: Series B Agreement."

         Stephen R. Mooney. Mr. Mooney has served as a director of the Company
since his appointment by the Board in January 1999. He has been Vice President
of WorldCom Ventures, Inc. since February 1999. Prior to that, he held various
corporate development positions with MCI Communications Corporation and
MCImetro, Inc. His present term as director of the Company expires in 2003. See,
"Ownership of Company: Change of Control - Voting Agreement."

         James M. Schneider. Mr. Schneider has served as a director of the
Company since July 1994. He has been Senior Vice President and Chief Financial
Officer for Dell Computer Corporation since March 2000. Prior to that, he was
Senior Vice President - Finance for Dell Computer Corporation from September
1998 to March 2000. Prior to that, from September 1996 to September 1998 he was
Vice President - Finance for that corporation. From September 1993 to September
1996, he was Senior Vice President for MCI Communications Corporation in
Washington, D.C. Mr. Schneider was with the accounting firm of Price Waterhouse
from 1973 to September 1993 and was a partner in that firm from October 1983 to
September 1993. His present term as a director of the Company expires in 2004.

Board of Directors and Executive Officers

         The Board currently consists of ten director positions, divided into
three classes of directors serving staggered three-year terms. A director of the
Company is elected at an annual meeting of shareholders and serves until he or
she resigns or is removed, or until his or her successor is elected and
qualified. Executive officers of the Company generally are appointed at the
Board's first meeting after each annual meeting of shareholders and serve at the
discretion of the Board.

Rights of Holders of Series B Preferred Stock in Nomination to, or Observer
Status Regarding, the Board

         Under the terms of the issuance and sale of the Series B preferred
stock, so long as any shares of that stock remain outstanding, the Company must
cause its board of directors to include one seat, the nominee for which is to be
designated under terms of that sale. As of the Record Date, those specific terms
were not effective, although they


                                                                 Proxy Statement
                                                                         Page 16
<PAGE>
could in the future become effective with the issuance of additional Series B
preferred stock to another holder or should the present holder of the
outstanding Series B preferred stock, Toronto Dominion Investments, Inc.
("Toronto Dominion"), not be prohibited from participation in the designation of
that Board member by law or regulation, including the federal Bank Holding
Company Act.

         The Series B Agreement provides that, upon designation of an individual
by the holders of the Series B preferred stock, the Board must cause such
designated individual to be nominated for approval by the holders of Company
common stock at each meeting of shareholders of the Company at which directors
are to be elected. The Board is then expected, upon that nomination, to
recommend approval of that designated individual. In the event the holders of
the Company common stock shall fail to elect that designated individual, the
holders of Series B preferred stock will have the right to appoint an observer
to attend the meetings of the Board. While Mr. Lattanzio has not been designated
by the present holder of the Series B preferred stock, the Board has,
nevertheless, included him as one of its nominees to the Board at the Annual
Meeting.

         The terms of the issuance and sale of the Series B preferred stock also
require, should the nominee proposed by the holders of Series B preferred stock
fail to be elected, the holders, if any, would have the right to appoint an
observer to attend all meetings of the Board. Independent of that observer
right, if at any time the designee to the Board is not an employee of Toronto
Dominion or its affiliates, then that investor would have an additional right to
appoint an observer to attend all meetings of the Board. See also, "Certain
Transactions: Series B Agreement."

Board and Committee Meetings

         During the year ended December 31, 2001, the Board had four committees:

         -   Audit Committee

         -   Compensation Committee

         -   Finance Committee

         -   Option Committee

         The Audit Committee is composed of Messrs. Fisher, Page and Schneider,
all considered by the Board to be independent directors of the Board. Under
Nasdaq Stock Market rules, to which the Company is subject, an independent
director is an individual other than an officer or employee of a company or its
subsidiaries or any other individual having a relationship which the company's
board believes would interfere with the exercise of independent judgment in
carrying out the responsibilities of


                                                                 Proxy Statement
                                                                         Page 17
<PAGE>
a director. Management believes the Audit Committee is composed only of
independent directors as previously identified.

         The Audit Committee acts on behalf of the Board and oversees all
material aspects of the Company's reporting, control and audit functions. Its
role includes a particular focus on the qualitative aspects of financial
reporting to shareholders and on Company processes for management of business
and financial risk and for compliance with significant applicable legal,
ethical, and regulatory requirements. The committee's role also includes
coordination with other Board committees and maintenance of strong, positive
working relationships with management, external auditors, legal counsel and
other committee advisors. This committee is responsible for making
recommendations to the Board on conducting the annual audit of the Company and
its subsidiaries, including the selection of an external auditor to conduct the
annual audit and such other audits or accounting reviews of those entities as
the committee deems necessary. The committee is also responsible for reviewing
the plan or scope of an audit or review and the results of such audit or review
and carrying out other duties as delegated in writing by the Board. The Audit
Committee met two times during the year ended December 31, 2001.

         The Compensation Committee is composed of Messrs. Brett, Fisher and
Lattanzio. This committee establishes compensation policies regarding executive
officers and directors and makes recommendations to the Board regarding such
compensation, including establishing an overall cap on executive compensation
and setting performance standards for executive officer compensation. The
Compensation Committee met three times during the year ended December 31, 2001.

         The Finance Committee is composed of Messrs. Fisher, Page and Lowber.
It is responsible for reviewing Company finance matters from time to time and
providing guidance to the Chief Financial Officer regarding these matters. The
Finance Committee did not meet during the year ended December 31, 2001.

         The Option Committee is composed of Messrs. Brett, Fisher, Glasgow,
Lattanzio, Page, and Schneider. This committee administers the Stock Option Plan
and approves the grant of options pursuant to the plan. The Option Committee met
five times during the year ended December 31, 2001.

         The Board has no separately designated nominating committee. Issues
relating to filling of vacancies on the Board and nominating persons for
election to the Board in conjunction with shareholder meetings are addressed by
the full Board.

         The Board held seven meetings during the year ended December 31, 2001.
All incumbent directors, as disclosed in this Proxy Statement, attended 75% or
more of the meetings of the Board and of committees of the Board for which they
individually were seated as directors, with certain exceptions. Those exceptions
are the following directors who only attended a percentage of the meetings for
which they were seated


                                                                 Proxy Statement
                                                                         Page 18
<PAGE>
as indicated: Mr. Beaumont (29%); Mr. Fisher (71%); Mr. Glasgow (57%); Mr.
Mooney (71%); and Mr. Walp (71%).

Director Compensation

         Board members waived and did not, and are not to, receive director fees
for the period from January through December 2001. Also, during the period
January through the Record Date Board members did not receive director fees.
During the year ended December 31, 2001, the directors on the Board received no
other direct compensation for serving on the Board and its committees. However,
they were reimbursed for travel and out-of-pocket expenses incurred in
connection with attendance at meetings of the Board and its committees.

         In February 1997, the Company made contingent grants, pursuant to the
Stock Option Plan, to each of Messrs. Brett, Fisher, Page, and Schneider. The
corresponding option agreements were issued in February 1998. Each option was
for 25,000 shares of Class A common stock with an exercise price of $7.50 per
share. The options vest in 25% increments for each year that the optionee
participates in at least 50% of Board meetings. As of the Record Date, options
for all of these shares had separately vested for each of these individuals.

         In June 2000 the Company made option grants to Messrs. Beaumont,
Glasgow, Lattanzio, Mooney and Walp or to the company for which each may have
been employed. Each option was for 25,000 shares of Class A common stock with an
exercise price of $7.50 per share. The options vest in four equal annual
installments and expire if not exercised within ten years of their grant.

Executive Compensation

         Summary Compensation. The following table sets forth certain
information concerning the cash and non-cash compensation earned during fiscal
years 1999, 2000 and 2001 by the Company's Chief Executive Officer and by each
of the four other most highly compensated executive officers of the Company or
its subsidiaries whose individual combined salary and bonus each exceeded
$100,000 during the fiscal year ended December 31, 2001 (collectively, "Named
Executive Officers").

                                                                 Proxy Statement
                                                                         Page 19
<PAGE>
<TABLE>
<CAPTION>
                                                               SUMMARY COMPENSATION TABLE

                                                                                           Long-Term Compensation
                                              Annual Compensation                                  Awards
                               ---------------------------------------------- --------------------------------------------------
                                                                               Restricted
                                                               Other Annual      Stock          Securities         All Other
Name and Principal                                  Bonus      Compensation      Awards         Underlying        Compensation
Position                     Year  Salary ($)        ($)           ($)            ($)         Options/SARs(#)       ($)(1,2)
--------                     ----  ----------     ---------  ---------------- ------------    ---------------   ----------------
<S>                          <C>    <C>            <C>             <C>            <C>             <C>               <C>
Ronald A. Duncan             2001   295,000        105,000         -0-            -0-             250,000 (3)        17,590
  President and Chief        2000   288,746         90,000         -0-            -0-                 -0-            19,362
  Executive Officer          1999   195,000            -0-         -0-            -0-              50,000            14,917

William C. Behnke            2001   200,000         41,662         -0-            -0-                 -0-             3,906
  Senior Vice President-     2000   192,708         31,490         -0-            -0-             100,000               216
  Marketing and Sales        1999   140,004          1,883         -0-            -0-                 -0-               496

G. Wilson Hughes             2001   150,000        129,162         -0-            -0-                 -0-           127,026
  Executive Vice President   2000   125,006         76,863         -0-            -0-             250,000           116,693
  and General Manager        1999   150,006          1,883         -0-            -0-              50,000            16,216

John M. Lowber               2001   175,000         64,162         -0-            -0-                 -0-           101,887
  Senior Vice President,     2000   167,084         40,490         -0-            -0-             250,000            93,688
  Chief Financial Officer    1999   135,005          1,883         -0-            -0-                 -0-            88,063
  and Secretary/Treasurer

Dana L. Tindall              2001   200,000         54,162         -0-            -0-                 -0-            75,429
  Senior Vice President-     2000   187,668         21,363         -0-            -0-             100,000            22,902
  Regulatory Affairs         1999   144,006          1,883         -0-            -0-                 -0-            21,022
<FN>
--------------
1  The amounts reflected in this column include accruals under deferred
   compensation agreements between the Company and the named individuals as
   follows: Mr. Hughes, $100,000 in 2000 and $108,074 in 2001; and Mr. Lowber
   $65,000 in 1999, $67,925 in 2000 and $73,775 in 2001. See, within this
   section, "-Employment and Deferred Compensation Agreements."


2  The amounts reflected in this column also include matching contributions
   under the Stock Purchase Plan as follows: Mr. Duncan, $17,500, $12,948,
   $14,526, in 2001, 2000, and 1999, respectively; Mr. Hughes, $17,500, $12,689,
   and $15,000 in 2001, 2000, and 1999, respectively; Mr. Lowber, $15,000,
   $12,857, and $10,125 in 2001, 2000, and 1999 respectively; and Ms. Tindall,
   $17,500, $15,000, and $14,064, in 2001, 2000, and 1999, respectively. Amounts
   shown for Mr. Duncan include premiums of $90, $90, and $132 under a term life
   insurance policy paid in 2001, 2000, and 1999, respectively. Amounts shown
   for Mr. Behnke include premiums of $60, $216, and $81 under a term life
   insurance policy paid in 2001, 2000, and 1999, respectively. Amounts shown
   for Mr. Hughes include premiums of $1,452, $1,334, and $1,216, under life
   insurance policies paid in each of 2001, 2000, and 1999, respectively.
   Amounts for Mr. Lowber include premiums of $1,073, $899, and $931 under life
   insurance policies paid in each of 2001, 2000, and 1999, respectively.
   Amounts shown for Ms. Tindall include premiums of $60, $54, and $60 under a
   term life insurance policy paid in 2001, 2000, and 1999, respectively.
   Includes a waiver of accrued interest on January 1, 2002 on notes owed to the
   Company by Ms. Tindall and Mr. Lowber in the amounts of $7,869 and $12,039,
   respectively, and of interest on January 1, 2000 of $7,848 and $12,007,
   respectively. Includes $6,324 and $2,670 in 2000 for Messrs. Duncan and
   Hughes, respectively, for the personal use of the Company's leased aircraft.
   Includes $3,846 of unused vacation time sold back to the Company by Mr.
   Behnke during 2001. Includes $50,000 of deferred compensation paid to Ms.
   Tindall during 2001.

3  Options were granted to a company owned by Mr. Duncan.
--------------
</FN>
</TABLE>
                                                                 Proxy Statement
                                                                         Page 20
<PAGE>
Option/SAR Grants

         The following table sets forth information on the individual grants of
stock options (whether or not in tandem with stock appreciation rights
("SARs")), and freestanding SARs made during the Company's fiscal year ended
December 31, 2001 to its Named Executive Officers. There were no tandem SARs or
freestanding SARs associated with the Company during this period.

<TABLE>
<CAPTION>
                                       OPTION/SAR GRANTS IN LAST FISCAL YEAR

                                                                                           Potential Realizable
                                                                                         Value at Assumed Annual
                                                                                           Rates of Stock Price
                                                                                             Appreciation for
                                Individual Grants                                              Option Term
----------------------------------------------------------------------------------     -----------------------------
                          Number of       % of Total     Exercise
                          Securities     Options/SARs       or
                          Underlying      Granted to       Base
                          Option/SARs     Employees       Price(2)
                          Granted(1)    in Fiscal Year   ($/Share-    Expiration
Name                         (#)             (%)           holder        Date             5% ($)(3)       10%($)(3)
----                      -----------   -------------- -------------  ----------          ---------       ---------
<S>                        <C>             <C>            <C>           <C>                <C>            <C>
Ronald A. Duncan           250,000          26.2            6.5         3/14/10            925,375        2,276,732

William C. Behnke            -0-           - - -          - - -          - - -              - - -           - - -

G. Wilson Hughes             -0-           - - -          - - -          - - -              - - -           - - -

John M. Lowber               -0-           - - -          - - -          - - -              - - -           - - -

Dana L. Tindall              -0-           - - -          - - -          - - -              - - -           - - -
<FN>
--------------
1  Options in Class A common stock.

2  The exercise price of the options was equal to the market price of the Class
   A common stock at the time of grant.

3  The potential realizable dollar value of a grant is calculated as the product
   of (a) the difference between (i) the product of the per-share market price
   at the time of grant and the sum of 1 plus the adjusted stock price
   appreciation rate (the assumed rate of appreciation compounded annually over
   the term of the option or SAR) and (ii) the per-share exercise price of the
   option or SAR and (b) the number of securities underlying the grant at fiscal
   year end.
--------------
</FN>
</TABLE>
                                                                 Proxy Statement
                                                                         Page 21
<PAGE>

Option Exercise and Fiscal Year-End Values

         The following table sets forth information concerning each exercise of
stock options during the year ended December 31, 2001 by each of the Named
Executive Officers and the fiscal year-end value of unexercised options held by
each of the Named Executive Officers.
<TABLE>
                                                 AGGREGATED OPTION/SAR EXERCISES
                                             IN LAST FISCAL YEAR AND FISCAL YEAR END
                                                        OPTION/SAR VALUES

<CAPTION>
                                                          Number of Securities
                                                         Underlying Unexercised              Value of Unexercised
                                                     Options/SARs at Fiscal Year-End       In-the-Money Options/SARs
                                                                 (#)                       at Fiscal Year-End ($)(1)
                                                     -------------------------------      ----------------------------
                        Shares
                       Acquired
                          on
                       Exercise       Value
Name                     (#)        Realized($)      Exercisable       Unexercisable      Exercisable    Unexercisable
----                  -----------   -----------      -----------       -------------      -----------    -------------
<S>                    <C>            <C>              <C>                <C>             <C>               <C>
Ronald A. Duncan           -0-          - - -          205,554             44,446           417,275          90,225

William C. Behnke      100,000        602,500          142,091            113,334           397,743         213,401

G. Wilson Hughes           -0-          - - -          130,000            200,000           463,900         406,000

John M. Lowber         100,000        734,575          305,425            200,000         1,012,644         406,000

Dana L. Tindall        150,000        864,800          125,787             80,000           224,155         162,400
<FN>
--------------
1  Represents the difference between the fair market value of the securities
   underlying the options/SAR and the exercise price of the options/SAR based
   upon the last trading price on December 31, 2001.
--------------
</FN>
</TABLE>
Employment and Deferred Compensation Agreements

         On April 30, 1991, the Company entered into a deferred compensation
agreement with Mr. Hughes (as amended in 1996, "Hughes Agreement"). Under the
terms of the Hughes Agreement, Mr. Hughes is entitled to an annual base salary
of $150,000 and customary benefits. Pursuant to the agreement, Mr. Hughes was
granted stock options in 1991 for 250,000 shares of Class A common stock at an
exercise price of $1.75 per share, all of which are fully vested and
exercisable. The Hughes Agreement also provides for Mr. Hughes to receive
deferred compensation, with interest compounded annually at 10% of $50,000 in
each of 1992, 1993, and 1994, $65,000 in 1995 and $75,000 in 1996, and each year
thereafter, to vest on December


                                                                 Proxy Statement
                                                                         Page 22
<PAGE>
31 of each year. Mr. Hughes did not receive a contribution during the year ended
December 31, 1999. His deferred compensation account did receive a contribution
of $100,000 in 2000 and again in 2001. Upon termination of his employment with
the Company, Mr. Hughes may elect to have the full balance of the deferred
compensation paid in cash, in a lump sum or in monthly installments for up to
ten years. If the monthly installment method is chosen, the unpaid balance will
continue to accrue interest at 10%.

         Interest accrued under the Hughes Agreement in the amount of $8,074
during the year ended December 31, 2001. No interest accrued during the years
ended December 31, 1999 and 2000. In April 2000, at the request of Mr. Hughes,
the Company purchased 10,000 shares of Class A common stock at $5.20 per share
to fund the then remaining balance of the vested portion of his deferred
compensation balance. Mr. Hughes' interest in these shares had vested as of the
Record Date. The stock is held in treasury by the Company for the benefit of Mr.
Hughes, is not voted and may not be disposed of by the Company or Mr. Hughes.

         The Company entered into an employment and deferred compensation
agreement with Mr. Lowber in July 1992. Under the terms of the agreement, as
amended in 2000, Mr. Lowber is entitled to an annual base salary of $175,000
effective April 1, 2000 and customary benefits. Mr. Lowber's salary was reduced
to $135,000 effective December 1, 1998 and was reinstated to $150,000 effective
January 1, 2000. In addition, Mr. Lowber is eligible to receive an annual cash
bonus of up to $30,000 based upon the Company's and his performance. The
agreement also provides for Mr. Lowber to receive deferred compensation of
$65,000 per year with interest accrued at 9% per annum.

         If Mr. Lowber's employment or position with the Company is terminated,
or if he dies, the entire deferred balance will be immediately payable. Through
1999, the deferred compensation was used to purchase a life insurance policy
which has been collaterally assigned to the Company to the extent of premiums
paid by the Company. The Company's deferred compensation contributions were made
each July 1 through 1999 and were fully vested when made. At the earlier of
termination of employment or upon election by Mr. Lowber and with the
concurrence of the Company, the collateral assignment of the insurance policy
will be terminated.

         In February 1995, the Company agreed to pay deferred compensation to
Mr. Behnke in the amount of $20,000 per year for each of 1995 and 1996, each
contribution by the Company to vest at the end of the calendar year during which
the allocation was made, and accruing interest at 10% per annum. The first
allocation under the plan was made in December 1995. No interest accrued during
the years ended December 31, 1999 through 2001. Effective January 1, 1997, the
Company and Mr. Behnke entered into a compensation agreement ("Behnke
Agreement") which


                                                                 Proxy Statement
                                                                         Page 23
<PAGE>
provided for compensation through December 31, 2001. The Behnke Agreement
provided for base compensation of $150,000 per year, increasing $5,000 annually
for the years ending December 31, 1999, 2000 and 2001. The Behnke Agreement
provided for target incentive compensation of $45,000 per year of which 78% was
to be deferred. Mr. Behnke's compensation was reduced to $135,000 effective
December 1, 1998. Mr. Behnke's base compensation was increased to $175,000, and
his incentive compensation reduced to $25,000, effective on November 1, 1999.
Effective April 1, 2000 his base compensation was increased to $200,000.

         Pursuant to the Behnke Agreement, the Company agreed to grant Mr.
Behnke an option to purchase 100,000 shares of Class A common stock at an
exercise price of $7.00 per share, which vested in equal amounts on January 1,
2000, 2001 and 2002. Pursuant to the Behnke Agreement, the Company has created a
deferred compensation account for Mr. Behnke in the amount of $285,000, of which
$64,149 plus accrued interest of $6,314 was vested on December 31, 2001 and the
rest of which is to vest as earned under the incentive compensation provision of
the Behnke Agreement. Mr. Behnke may, and did, direct the Company to invest the
entire $285,000 in the Company's common stock. In October 1997, at the request
of Mr. Behnke, the Company purchased 23,786 shares of Class A common stock to
fund a portion of his deferred compensation account. The vested portions of the
deferred compensation account will be paid to Mr. Behnke upon termination of his
employment with the Company. As of the Record Date, Mr. Behnke had a vested
interest in 9,055 of those shares held for his benefit.


Non-Qualified, Unfunded Deferred Compensation Plan

         In February 1995, the Company established a non-qualified, unfunded,
deferred compensation plan to provide a means by which certain employees of the
Company may elect to defer receipt of designated percentages or amounts of their
compensation and to provide a means for certain other deferrals of compensation.
Employees eligible to participate in the plan are determined by the Board. The
Company may, at its discretion, contribute matching deferrals in amounts
selected by the Company.

         Participants immediately vest in all elective deferrals and all income
and gain attributable to that participation. Matching contributions and all
income and gain attributable to them vest on a case-by-case basis as determined
by the Company. Participants may elect to be paid in either a single lump-sum
payment or annual installments over a period not to exceed ten years. Vested
balances are payable upon termination of employment, unforeseen emergencies,
death or total disability and change of control or insolvency of the Company.
Participants are general unsecured creditors of the Company with respect to
deferred compensation benefits of the plan.


                                                                 Proxy Statement
                                                                         Page 24
<PAGE>
         During the year ended December 31, 2001 and up through the Record Date,
none of the Named Executive Officers had participated in this plan.

         Except as disclosed in this Proxy Statement, as of December 31, 2001
and the Record Date, there were no compensatory plans or arrangements, including
payments to be received from the Company, with respect to the Named Executive
Officers for the year ended December 31, 2001. This statement is limited to
situations where such a plan or arrangement resulted in or will result from the
resignation, retirement, or any other termination of a Named Executive Officer's
employment with the Company or its subsidiaries or from a change of control of
the Company or a change in that officer's responsibilities following a change in
control and where the amount involved, including all periodic payments or
installments, exceeded $100,000.


Long-Term Incentive Plan Awards

         The Company had no long-term incentive plan in operation during the
year ended December 31, 2001.


Stock Purchase Plan

         In December 1986, the Company adopted a Qualified Employee Stock
Purchase Plan which has been subsequently amended from time to time ("Stock
Purchase Plan"). The plan is qualified under Section 401 of the Internal Revenue
Code. All employees of the Company, who have completed at least one year of
service, are eligible to participate in the plan. Eligible employees may elect
to reduce their taxable compensation in any even dollar amount up to 10% of such
compensation up to a maximum per employee of $11,000 for 2002. Employees may
contribute up to an additional 10% of their compensation with after-tax dollars.
Starting in calendar year 2002, participants over the age of fifty may make
additional elective contributions to their accounts in the plan pursuant to a
schedule set forth in the Internal Revenue Code.

         Subject to certain limitations, the Company may make matching
contributions of common stock for the benefit of employees. Such a contribution
will vest in increments over the first six years of employment. Thereafter, they
are fully vested when made. No more than 10% of any one employee's compensation
will be matched in any year. In addition, the combination of salary reductions,
after-tax contributions and Company matching contributions for any employee
cannot exceed the lesser of $30,000 or 25% of such employees' compensation
(determined after salary reduction) for any year.

         Under the terms of the Stock Purchase Plan, participating eligible
employees may direct their contributions to be invested in Company common stock,
WorldCom


                                                                 Proxy Statement
                                                                         Page 25
<PAGE>
common stock (through two of its tracking stocks), AT&T Corp. common stock, AT&T
Wireless Services, Inc. common stock, and various identified mutual funds.

         Employee contributions invested in Company common stock are eligible to
receive up to 100% Company matching contributions in common stock as determined
by the Company each year. Employee contributions that are directed into
investments other than Company common stock are eligible to receive Company
matching contributions of up to 50%, as determined by the Company each year, for
the purchase by or otherwise issuance to the Plan of additional shares of common
stock of the Company. All contributions are invested in the name of the plan for
the benefit of the respective participants in the plan. The participants do not
have disposition power with respect to the Company shares allocated to their
accounts. The shares are voted by the individual participants of the plan.

         The Stock Purchase Plan is administered through a plan administrator
(currently Alfred J. Walker), and the plan's committee is appointed by the
Board. The assets of the plan are invested from time to time by the trustee at
the direction of the plan's committee, except that participants have the right
to direct the investment of their contributions to the Stock Purchase Plan
(although an election to invest in Company common stock is generally
irrevocable). The plan administrator and members of the plan's committee are all
employees of the Company or its subsidiaries. The plan's committee has broad
administrative discretion under the terms of the plan.

         As of the Record Date, there remained 1,205,131 shares of Class A and
464,069 shares of Class B common stock allocated to the plan and available for
issuance by the Company or otherwise acquisition by the plan for the benefit of
participants in the plan.


Stock Option Plan

         In December 1986, the Company adopted the Stock Option Plan. The plan
has been subsequently amended from time to time.

         Under the plan, the Company is authorized to grant non-qualified
options to purchase shares of Class A common stock to key employees of the
Company, a subsidiary of the Company, or a subsidiary of a subsidiary of the
Company (including officers and directors who are employees) and non-employee
directors of the Company or those subsidiaries. The number of shares of Class A
common stock allocated to the Stock Option Plan was increased by 1.5 million
shares to 8.7 million shares at the Company's 2000 annual meeting. The number of
shares for which options may be granted is subject to adjustment upon the
occurrence of stock dividends, stock splits, mergers, consolidations and certain
other changes in corporate structure or capitalization.


                                                                 Proxy Statement
                                                                         Page 26
<PAGE>
         As of the Record Date, 5,262,743 shares were subject to outstanding
options under the Stock Option Plan, 3,421,477 shares had been issued upon the
exercise of options under the plan and 14,780 shares remained available for
additional grants under the plan.

         As of the Record Date, the Stock Option Plan was administered by the
Option Committee composed of six members of the Board. The members of that
committee are identified elsewhere in this Proxy Statement. See, "Management of
Company: Board and Committee Meetings." The Option Committee was established by
the Board in July 1997. Prior to that date, the entire Board administered the
plan.

         The Option Committee selects optionees and determines the terms of each
option, including the number of shares covered by each option, the exercise
price and the option exercise period which, under the Stock Option Plan, may be
up to ten years from the date of grant. Options granted that have not become
exercisable terminate upon the termination of the employment or directorship of
the optionholder. Exercisable options terminate from one month to one year after
such termination, depending on the cause of such termination. If an option
expires or terminates, the shares subject to such option become available for
additional grants under the Stock Option Plan.


Report on Repricing of Options/SARs

         During the year ended December 31, 2001, the Company did not adjust or
amend the exercise price of stock options or SARs previously awarded to any of
the Named Executive Officers, whether through amendment, cancellation or
replacement grants, or any other means.


Compensation Committee Interlocks and Insider Participation

         The Compensation Committee is composed of Messrs. Brett, Fisher and
Lattanzio, and the relationships of them to the Company are described elsewhere
in this Proxy Statement. See, "Management of Company: Directors and Executive
Officers"; "Ownership of Company"; and "Certain Transactions." During the year
ended December 31, 2001, Mr. Duncan (a Named Executive Officer) participated in
deliberations of the Compensation Committee concerning executive officer
compensation other than deliberations concerning his own compensation.


                                                                 Proxy Statement
                                                                         Page 27
<PAGE>
Compensation Committee Report on Executive Compensation

         The duties of the Compensation Committee are as follows:

         -  Prepare, on an annual basis for the review of and action by the
            Board, a statement of policies, goals, and plans for executive
            officer and Board member compensation, if any--

            -  Statement is specifically to address expected performance and
               compensation of and the criteria on which compensation is based
               for the chief executive officer and such other executive officers
               of the Company as the Board may designate for this purpose

         -  Monitor the effect of ongoing events on and the effectiveness of
            existing compensation policies, goals, and plans--

            -  Events specifically include but are not limited to the status of
               the premise that all pay systems correlate with the compensation
               goals and policies of the Company

            -  Report from time to time, its findings to the Board

         -  Monitor compensation-related publicity and public and private sector
            developments on executive compensation

         -  Familiarize itself with, and monitor the tax, accounting, corporate,
            and securities law ramifications of, the compensation policies of
            the Company, including but not limited to--

            -  Comprehending a senior executive officer's total compensation
               package

            -  Comprehending the package's total cost to the Company and its
               total value to the recipient

            -  Paying close attention to salary, bonuses, individual insurance
               and health benefits, perquisites, loans made or guaranteed by the
               Company, special benefits to specific executive officers,
               individual pensions, and other retirement benefits

         -  Establish the overall cap on executive compensation and the measure
            of performance for executive officers, either by predetermined
            measurement or by a subjective evaluation


                                                                 Proxy Statement
                                                                         Page 28
<PAGE>
         -  Strive to make the compensation plans of the Company simple, fair,
            and structured so as to maximize shareholder value

         For the year ended December 31, 2001, the duties of the Compensation
Committee in the area of executive compensation specifically included addressing
the reasonableness of compensation paid to executive officers. In doing so, the
committee took into account how compensation compared to compensation paid by
competing companies as well as the Company's performance and available
resources.

         The compensation policy of the Company as established by the
Compensation Committee is that a portion of the annual compensation of senior
executive officers relates to and is contingent upon the performance of the
Company. In addition, executive officers participating in deferred compensation
agreements established by the Company are, under those agreements, unsecured
creditors of the Company.

         In April 2001, the Compensation Committee established compensation
levels for 2001 for all senior corporate officers, including the Named Executive
Officers. Also at that time the Compensation Committee established structured
annual incentive bonus agreements with Mr. Duncan and with each of several of
its senior and other executive officers, including Messrs. Behnke, Hughes and
Lowber, and Ms. Tindall. The agreements included the premise that the Company's
performance, or that of a division or subsidiary, as the case may be, for
purposes of compensation would be measured by the Compensation Committee against
goals established at that time and were reviewed and approved by the Board. The
goals included targets for revenues and cash flow standards for the Company or
the relevant division or subsidiary. Targeted objectives were set and measured
from time to time by the Compensation Committee. Other business achievements of
the Company obtained through the efforts of an executive officer were also taken
into consideration in the evaluation of performance. Performances were evaluated
and bonuses were issued as described elsewhere in this section. See, within this
section, "-- Executive Compensation."

         During the year ended December 31, 2001 the Compensation Committee
monitored and provided direction for the Stock Purchase Plan and Stock Option
Plan. In addition, the Compensation Committee reviewed compensation levels of
members of management, evaluated the performance of management, and considered
management succession and related matters. The Compensation Committee reviewed
in detail all aspects of compensation for the Named Executive Officers and other
executive officers of the Company and its subsidiaries.

         The practice of the Compensation Committee in future years will likely
be to continue to review directly the compensation and performance of Mr. Duncan
as chief executive officer and to review recommendations by Mr. Duncan for the
compensation of other senior executive officers.


                                                                 Proxy Statement
                                                                         Page 29
<PAGE>
Audit Committee Report

         The Audit Committee has reviewed and discussed with management the
Company's audited financial statements for the year ended December 31, 2001. In
addition, the committee has discussed with KPMG LLP, the Company's independent
auditors for that year, the matters required to be discussed by Statement of
Accounting Standard 61. Those matters consisted of the auditors discussing with
the committee the auditors' judgment about the quality, not just acceptability,
of the Company's financial reporting.

         The committee has received a letter dated January 30, 2002 from KPMG
LLP, as required by Independence Standards Board Standard No. 1, and discussed
with those auditors their independence from the Company. The letter addressed
all relationships with the Company that could affect the auditors' independence
and stated that for the period from January 1, 2001 through January 30, 2002
KPMG LLP considered itself as independent accountants with respect to the
Company. The Audit Committee has concluded that the services provided by KPMG
LLP, other than for the audit of the Company's annual financial statement for
the year ended December 31, 2001 and reviews of financial statements included in
the Company's Forms 10-Q for that year, are compatible with maintaining KPMG
LLP's independence regarding the Company.

         Based upon these reviews and discussions, the Audit Committee has
recommended to the Board that the audited financial statements for the year
ended December 31, 2001 should be included in the Company's Annual Report on
Form 10-K.

         All of the members of the Audit Committee are independent directors as
defined under Rule 4200(a)(14) of the National Association of Securities
Dealers' listing standards. That is, each member of the committee is an
individual who is not an officer or employee of the Company or any other
individual having a relationship which, in the opinion of the Board, would
interfere with the exercise of independent judgment in carrying out
responsibilities of a director.

         The foregoing report of the Audit Committee was approved, as of the
Record Date, by all members of the committee, identified as follows: Messrs.
Schneider (Chair), Fisher and Page.

         In May 2000, the Board adopted an Audit Committee Charter which sets
forth parameters for the operation of the Audit Committee. These parameters
include the role of the Audit Committee, and its membership prerequisites,
operating principles, meeting frequency requirements, shareholder report
requirements, relationship with external auditors, primary responsibilities, and
other matters relating to it. A copy of the Audit Committee Charter was included
with management's proxy statement for the


                                                                 Proxy Statement
                                                                         Page 30
<PAGE>
2001 annual meeting. As of the Record Date, the charter remained the same as
that included with the proxy statement for that 2001 annual meeting.


Performance Graph

         The following graph includes a line graph comparing the yearly
percentage change in the Company's cumulative total shareholder return on its
Class A common stock during the five-year period from December 31, 1996 through
December 31, 2001. This return is measured by dividing (1) the sum of (a) the
cumulative amount of dividends for the measurement period (assuming dividend
reinvestment, if any) and (b) the difference between the Company's share price
at the end and the beginning of the measurement period, by (2) the share price
at the beginning of that measurement period. This line graph is compared in the
following graph with two other line graphs during that five-year period, i.e., a
market index and a peer index.

         The market index is the Center for Research in Securities Price Index
for the Nasdaq Stock Market for United States companies. It presents cumulative
total returns for a broad based equity market assuming reinvestment of dividends
and is based upon companies whose equity securities are traded on the Nasdaq
Stock Market. The peer index is the Center for Research in Securities Price
Index for Nasdaq Telecommunications Stock. It presents cumulative total returns
for the equity market in the telecommunications industry segment assuming
reinvestment of dividends and is based upon companies whose equity securities
are traded on the Nasdaq Stock Market. The line graphs represent monthly index
levels derived from compounding daily returns.

         In constructing each of the line graphs in the following graph, the
closing price at the beginning point of the five-year measurement period has
been converted into a fixed investment, stated in dollars, in the Company's
Class A common stock (or in the stock represented by a given index, in the cases
of the two comparison indexes), with cumulative returns for each subsequent
fiscal year measured as a change from that investment. Data for each succeeding
fiscal year during the five-year measurement period are plotted with points
showing the cumulative total return as of that point. The value of a
shareholder's investment as of each point plotted on a given line graph is the
number of shares held at that point multiplied by the then prevailing share
price.

         The Company's Class B common stock is traded over-the-counter on a more
limited basis. Therefore, comparisons similar to those previously described for
the Class A common stock are not directly available. However, the performance of
Class B common stock may be analogized to that of the Class A common stock in
that the Class B common stock is readily convertible into Class A common stock
by request to the Company.


                                                                 Proxy Statement
                                                                         Page 31
<PAGE>
                    Comparison of Five-Year Cumulative Return
                Performance Graph for General Communication, Inc.














<TABLE>
             COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS PERFORMANCE GRAPH FOR GENERAL
                         COMMUNICATION, INC., NASDAQ STOCK MARKET INDEX FOR
                UNITED STATES COMPANIES, AND NASDAQ TELECOMMUNICATIONS STOCK (1,2,3,4)

<CAPTION>
                                                          Nasdaq Stock Market                   Nasdaq
     Measurement Period                                      Index for U.S.               Telecommunications
   (Fiscal Year Covered)            Company ($)              Companies ($)                    Stock ($)
   ---------------------            -----------              -------------                    ---------
        <S>                            <C>                       <C>                            <C>
        FYE 12/31/96                   100.0                     100.0                          100.0

        FYE 12/31/97                    81.5                     122.5                          146.0

        FYE 12/31/98                    50.0                     172.7                          241.6

        FYE 12/31/99                    53.8                     320.9                          431.0

        FYE 12/31/00                    86.2                     193.0                          183.6

        FYE 12/31/01                   105.0                     153.2                          122.9
<FN>
--------------
1  The lines represent monthly index levels derived from compounded daily
   returns that include all dividends.

2  The indexes are reweighted daily, using the market capitalization on the
   previous trading day.

3  If the monthly interval, based on the fiscal year-end, is not a trading day,
   the preceding trading day is used.

4  The index level for all series was set to $100.00 on 12/31/96.
--------------
</FN>
</TABLE>
                                                                 Proxy Statement
                                                                         Page 32
<PAGE>
Legal Proceedings

         The Board is unaware of any legal proceedings which may have occurred
during the past five years in which any director or executive officer of the
Company was a party adverse to the Company or any legal proceeding which would
be material to an evaluation of the ability or integrity of any director or
executive officer of the Company.


Section 16(a) Beneficial Ownership Reporting Compliance

         During the year ended December 31, 2001, there was a failure to file
Form 4 (Change in Beneficial Ownership Report) on a timely basis with the SEC as
required under Section 16(a) of the Exchange Act. That is, the Company filed a
Form 4 on behalf of Mr. A.J. Walker, the Chief Accounting Officer for the
Company, on January 10, 2002 which should have been filed on or before November
10, 2001.


                              CERTAIN TRANSACTIONS

Series B Agreement

         On April 30, 1999, the Company issued and sold the Series B preferred
stock for $20 million, i.e., a total of 20,000 convertible, redeemable,
accreting shares of its preferred stock to Prime VIII, L.P., a Delaware
partnership and to Toronto Dominion. Prior to that issuance, the Board, by
resolution, approved the Statement of Stock Designation for the issuance of
Series B preferred stock and a Series B preferred stock agreement in
anticipation of the issuance and sale of the stock (that designation and
agreement are referred to collectively as, "Series B Agreement").

         In November 2001, Prime VIII, L.P. exercised its rights under the
Series B Agreement to convert all of its 5,000 shares of Series B preferred
stock to Company Class A common stock and sold all of that stock. As of the
Record Date, Toronto Dominion continued to be the sole remaining holder of
Series C preferred stock. In April 2002 the Company and Toronto Dominion agreed
to several amendments to, or waiver of rights in, the Series B Agreement. These
changes are noted in the following description of the Series B Agreement
("Amended Series B Agreement"). The Amended Series B Agreement expressly
provides that, except for the amendments set forth in that amendment, the Series
B Agreement remains unchanged and in full force and effect.

         The Series B Agreement includes specific rights of holders of the
Series B preferred stock, including dividend rights, liquidation rights,
redemption rights, voting rights, and conversion rights. It also sets forth the
terms of the sale of the stock and


                                                                 Proxy Statement
                                                                         Page 33
<PAGE>
representations and warranties of the parties, and includes other rights of the
holders of the stock, including registration rights granted to the investors.

         The Series B Agreement provides that the shares of Series B preferred
stock must be ranked senior to all other classes of equity securities of the
Company. Under that agreement, the holders of the Series B preferred stock will
receive dividends through the fourth anniversary of issuance of the stock, i.e.,
April 30, 2003, at the rate of 8.5% of a liquidation preference payable
semiannually, in cash, or in additional fully-paid shares of Series B preferred
stock. After that fourth anniversary, the interest rate increases to 17% per
annum payable in cash. In the Amended Series B Agreement, the dividends are
established at a rate of 8.5% per annum after that fourth anniversary until paid
and Toronto Dominion waived its right to any dividends which could accumulate or
accrue in excess of the 8.5% rate under the terms of the Series B Agreement. The
Series B Agreement also includes that, should the Company be permitted to issue
equity redeemable at the option of the holder, the parties to the agreement
would agree to enter into appropriate amendments to the offering to permit the
holders to demand redemption at any time after the fourth anniversary of the
issuance of the Series B preferred stock and to remove the provision increasing
the dividend rate on that stock to 17% per annum after that fourth anniversary.
The liquidation preference specified in the Series B Agreement is $1,000 per
share, plus accrued but unpaid dividends and fees. In 2000, the Alaska
legislature enacted revisions to the Alaska Corporations Code to allow an Alaska
corporation, e.g., the Company, to issue such redeemable equity. As of the
Record Date, the Series B Agreement had not been amended to include these
redemption provisions.

         The Series B Agreement provides for mandatory redemption twelve years
from the date of closing on the sale of stock or upon the occurrence of certain
"triggering events." These events include an acceleration of certain obligations
of the Company or its subsidiaries having an outstanding balance in excess of $5
million, a change in control of the Company, commencement of bankruptcy or
insolvency proceedings against the Company, a breach of the limitations on
certain Company long term debt set forth in the offering, a liquidation or
dissolution of the Company, or a merger, consolidation or sale of all or
substantially all of the assets of the Company which would significantly and
adversely affect the rights and preferences of the outstanding Series B
preferred stock. The terms also include redemption of those shares at the option
of the Company any time after the fourth anniversary of the closing. The
redemption price is the amount paid plus accrued and unpaid dividends. In the
Amended Series B Agreement, the parties agreed the Company was not obligated to
redeem, and Toronto Dominion waived its right to require redemption of, the
outstanding shares of Series B preferred stock under those conditions. The
Amended Series B Agreement further provided that the Company was not obligated
to provide notice to the holders of Series B preferred stock upon the occurrence
of a triggering event which results from a change of control caused by any
change in ownership of the Company resulting in WorldCom owning voting stock of
the Company with less than 18% but at least 15% of the total combined voting
power of the Company.


                                                                 Proxy Statement
                                                                         Page 34
<PAGE>
         The Series B Agreement provides that the Series B preferred stock is
convertible at any time into shares of Company Class A common stock with a
conversion price of $5.55 per share. The agreement further provides for
mandatory conversion, in the discretion of the Company, at any time subsequent
to the third anniversary of the closing, assuming the stock is trading at no
less than two times the conversion price. In the Amended Series B Agreement, the
Company has agreed not to require the conversion of all outstanding Series B
preferred stock into shares of Class A common stock until the date which is on
or after the earlier of (i) January 31, 2003 and (ii) the later of October 31,
2002 and the date which is six months after the shares of Class A common stock
have traded on the Nasdaq national market system with a closing price equal to
or greater than two times the conversion price for a period of 30 consecutive
trading days. The terms include, in the event the Company is unable or unwilling
to redeem the Series B preferred stock subject to the terms of the mandatory
redemption, the investors will have the option to convert their Series B
preferred stock into Company Class A common stock. The terms further include
that the shares of Series B preferred stock are exchangeable, in whole but not
in part, at the Company's option into subordinated debt with terms and
conditions comparable to those governing the Series B preferred stock.

         The Series B Agreement provides that the holders of the Series B
preferred stock will have the right to vote on all matters presented for vote to
the holders of common stock on an as-converted basis. Additionally, the
agreement requires, as long as shares of Series B preferred stock are
outstanding and unconverted, that the holders have the right to vote, as a
class, and the Company must obtain the written consent of holders of a majority
(at least 80% for the first three items) of that stock to take any of the
following actions:

         -  Amend the Articles or amend or repeal the Bylaws in a way which
            significantly and adversely affects the rights or preferences of
            holders of the outstanding Series B preferred stock

         -  Issue additional shares of Company preferred stock except as may be
            required under the terms and conditions of the issuance of the
            Series B preferred stock

         -  Merge or consolidate the Company with another entity or sell all or
            substantially all of its assets, in any case where the terms of that
            action would significantly and adversely affect the rights,
            privileges, and preferences of the Series B preferred stock

         -  Liquidate or dissolve the Company

         -  Declare or pay any dividends on capital stock of the Company, other
            than to the holders of the Series B preferred stock, or set aside
            any sum for any such purpose


                                                                 Proxy Statement
                                                                         Page 35
<PAGE>
         -  Purchase, redeem or otherwise acquire for value, or pay into or set
            aside as a sinking fund for such purpose, any capital stock of the
            Company, other than the Series B preferred stock, or any warrant,
            option or right to purchase any such capital stock, other than that
            Series B preferred stock

         -  Take any action which would result in taxation of the holders of the
            Series B preferred stock under Section 305 of the Internal Revenue
            Code

         Of these seven specific actions, the Alaska Corporations Code,
generally, requires shareholder approval of actions one (article amendment),
three (merger and other reorganization), and four (dissolution). The Alaska
Corporations Code requires an affirmation vote by at least a simple majority of
the outstanding shares to approve an amendment to corporate articles. The code
further provides that holders of outstanding shares of a class may vote as a
class on such proposed amendment where the amendment addresses certain specific
changes, including changes to the designations, preferences, limitations or
relative rights of the shares of the class or changes which increase the rights
and preference of a class having rights and preferences prior or superior to the
shares of the class. In this instance at least a simple majority of the
outstanding shares, by class, would be required to approve the article
amendment.

         The Alaska Corporations Code further requires an affirmative vote by at
least two-thirds of the outstanding shares per class (and by at least two-thirds
of the outstanding shares per class, if a class of shares is entitled to vote)
to approve a merger, consolidation, sale of assets not in the regular course of
business, or dissolution of a corporation. The code allows a corporation to
specify in its articles of incorporation that its board shall have the exclusive
right to adopt, alter, amend or repeal its bylaws. The Articles provide that the
Board has that exclusive right with respect to the Bylaws. The other four
specific actions, i.e., two (issuance of additional shares), five (declaration
of dividends), six (purchase of capital stock), and seven (action adverse to
taxation position regarding the Series B preferred stock), typically do not
require shareholder approval. That is, under the present Articles, these four
actions, normally, are matters upon which the Board has authority to act.

         At the 2000 annual meeting, the shareholders of the Company approved an
amendment to the Articles, allowing the Company to enter into agreements for the
sale of preferred stock with no restriction on voting rights by class. These
amendments to the Articles were subsequently filed with the State of Alaska and
became effective July 31, 2000. With this change, the Company could call in and
reissue the Series B preferred stock to eliminate from the triggering events a
reorganization of the Company. As of the Record Date, the Company had not yet
negotiated such terms with the present holders of Series B preferred stock.

         The holders of Series B preferred stock have other rights with respect
to membership on the Board or observing status at Board meetings as described


                                                                 Proxy Statement
                                                                         Page 36
<PAGE>
elsewhere in this Proxy Statement. See, "Management of Company: Rights of
Holders of Series B Preferred Stock in Nomination To or Observer Status
Regarding the Board."

         The Series B Agreement provides that the holders of the Series B
preferred stock will have a right of first refusal to acquire up to a total of
$5 million in the next private financing that the Company might choose to
initiate.

         The Series B preferred stock is convertible at any time into Class A
common stock of the Company with registration rights. See "Certain Transactions:
Registration Rights Agreements."

WorldCom Agreements

         As of the Record Date, the Company continued to have a significant
business relationship with WorldCom, including the following:

         -  Under the WorldCom Traffic Carriage Agreement, the Company agreed to
            terminate all Alaska-bound WorldCom long distance traffic, to handle
            its toll-free 800 traffic originating in Alaska and terminating in
            the lower 49 states, its calling card customers when they are in
            Alaska, and its Alaska toll-free 800 traffic, and to provide data
            circuits to WorldCom as required

         -  Under a separate Company Traffic Carriage Agreement, WorldCom agreed
            to terminate all of the Company's long-distance traffic terminating
            in the lower 49 states, excluding Washington, Oregon and Hawaii, to
            originate calls for the Company's calling card customers when they
            are in the lower 49 states, to provide toll-free 800 service for the
            Company's customer requirements outside of Alaska, and to provide
            certain internet access services

         -  In June, 2001 the Company acquired WorldCom's 85% interest in Kanas
            Telecom, Inc. (see below), a company that owns and operates an
            800-mile fiber optic cable system constructed along the trans-Alaska
            oil pipeline corridor extending from Prudhoe Bay to Valdez, Alaska,
            and in exchange for that interest the Company issued 10,000 shares
            of its Series C preferred stock to WorldCom (directly or to its
            subsidiaries)

         -  Two officers or employees of WorldCom (Messrs. Beaumont and Mooney)
            serve as directors of the Company. See, "Management of Company:
            Directors and Executive Officers" and "Ownership of Company: Change
            of Control - Voting Agreement."

         -  In June 2000 the Company granted stock options to certain of its
            directors or the company for which each may have been employed
            (options to


                                                                 Proxy Statement
                                                                         Page 37
<PAGE>
            Messrs. Beaumont and Mooney were made to WorldCom Ventures, Inc., a
            wholly-owned indirect subsidiary of WorldCom). See, "Management of
            Company: Director Compensation."

         -  The Company is a party to registration rights agreements with
            Network Services and WorldCom regarding Company Class A and Class B
            common stock and Series C preferred stock. See, "Certain
            Transactions: Registration Rights Agreements."

         The stock issued by the Company in the Kanas Telecom transaction is
convertible, redeemable accreting Series C preferred stock valued at $10
million. The Series C preferred stock is convertible at $12 per share into
Company Class A common stock, is non-voting and pays a 6% per annum quarterly
cash dividend. Each share of the Series C preferred stock is convertible into a
number of shares of Class A common stock equal to the liquidation preference
divided by the conversion price. The Company may redeem the Series C preferred
stock at any time in whole but not in part. Redemption is required at any time
after the fourth anniversary date at the option of holders of 80% of the
outstanding shares of the Series C preferred stock. The redemption price is
$1,000 per share plus the amount of all accrued and unpaid dividends, whether
earned or declared, through the redemption date. In the event of a liquidation
of the Company, the holders of Series C preferred stock are entitled to be paid
an amount equal to the redemption price before any distribution or payment is
made upon the Company's common stock or shares of preferred stock issued
subsequent to the issuance of the Series C preferred stock which by the terms of
its issuance is junior to the Series C preferred stock. The Company's Series B
preferred stock is senior to the Series C preferred stock. As of the Record
Date, the redemption amount for the Series C preferred stock was $1,001.78.

         Revenues attributed to the WorldCom Traffic Carriage Agreement in 2001
were approximately $58.2 million, or approximately 16.3% of total revenues.
Payments by the Company to WorldCom under the Company Traffic Carriage Agreement
in 2001 were approximately $7.3 million, or approximately 5.2% of total cost of
sales and services. The WorldCom Traffic Carriage Agreement was amended in March
2001 to extend its term by five years to March 2006 and to reduce the rate that
the Company charges for certain WorldCom traffic over the extended term of the
contract.

Duncan Leases

         The Company entered into a long-term capital lease agreement ("Duncan
Lease") in 1991 with a partnership in which Mr. Duncan, the President and Chief
Executive Officer and a director of the Company, held a 50% ownership interest.
Mr. Duncan sold his interest in the partnership in 1992 to Dani Bowman, who
later became Mr. Duncan's spouse. However, Mr. Duncan remains a guarantor on the
note which was used to finance the acquisition of the property subject to the
Duncan Lease. That


                                                                 Proxy Statement
                                                                         Page 38
<PAGE>
property consists of a building presently occupied by the Company. The original
Duncan Lease term was 15 years with monthly payments of $14,400, increasing in
$800 increments at each two-year anniversary of the lease, beginning in 1993.

         As of the Record Date, the monthly payments were $18,400 plus $1,600 as
described below. The Duncan Lease provided that if the property was not sold
prior to the end of the tenth year of the lease, the partnership would pay to
the Company the greater of one-half of the appreciated value of the property
over $1,035,000, or $500,000. The Company received payment of $500,000 in the
form of a note in February 2002. The property subject to the Duncan Lease was
capitalized in 1991 at the partnership's cost of $900,000, and the Duncan Lease
obligation was recorded in the consolidated financial statements of the Company.
See, "Annual Report."

         On September 11, 1997, the Company purchased for $150,000, a parcel of
property adjoining the property subject to the Duncan Lease. The parcel was
purchased to provide space for additional parking facilities for the Company's
use of the adjoining property under the Duncan Lease. A portion of the parcel,
valued at $87,900, was simultaneously deeded to Dani Bowman in order to
accommodate the platting requirements of the Municipality of Anchorage necessary
to allow use of the parcel for parking facilities. In June 1999, the Company
agreed, in exchange for a payment of $135,000, to extend the lease term for an
additional five-year term expiring September 30, 2011 at a rental rate of
$20,000 per month and to incorporate the adjoining property into the lease
agreement. The lease was further amended in February 2002 to provide for
additional monthly rents of $1,600 per month beginning on October 1, 2001 and
through the end of the lease term.

         In January 2001 the Company entered into an aircraft operating lease
agreement with a company owned by Mr. Duncan. The lease agreement is
month-to-month, may be terminated at any time upon 120 days written notice and
provides for a monthly lease rate of $40,000. Upon executing the lease
agreement, the lessor was granted an option to purchase 250,000 shares of
Company Class A common stock at $6.50 per share. At January 22, 2001, a portion
of the option became exercisable for 83,333 shares. The remaining portion of the
option for 166,667 shares became exercisable at a rate of approximately 11,000
shares per month, beginning February 22, 2001. The Company paid a deposit of
$1.5 million to the lessor in connection with the lease agreement. The deposit
will be repaid to the Company upon the earlier of 36 months from the initial
date of the lease agreement, 6 months after the lease terminates, or 9 months
after the date of a termination notice as provided in the lease agreement.
Effective in January 2002 the lease payment was increased to $50,000 per month
and the lessor agreed to repay the deposit upon termination of the lease. The
Company agreed to allow the lessor, at its option, to repay the deposit with
Company common stock, assuming such repayment did not violate any covenants in
the Company's preferred stock agreements or credit facilities.


                                                                 Proxy Statement
                                                                         Page 39
<PAGE>
Hughes and Behnke Stock Sales

         The Company has purchased shares of Class A common stock from Mr.
Hughes for the purpose of funding his deferred compensation account under the
Hughes Agreement. Similarly, the Company has purchased shares of Class A common
stock from Mr. Behnke for the purpose of funding his deferred compensation
account under the Behnke Agreement. These transactions are described further
elsewhere in this Proxy Statement. See, "Management of Company: Executive
Compensation" and "-- Employment and Deferred Compensation Agreements."

Indebtedness of Management

         A significant portion of the compensation paid to executive officers of
the Company is in the form of stock options. Because insider sales of capital
stock of the Company upon exercise of such options may have a negative impact on
the price of the Company's common stock, the Board has encouraged executive
officers of the Company not to exercise stock options and sell the underlying
stock to meet personal financial requirements. The Company has instead extended
loans to such executive officers secured by their shares or options. As of the
Record Date, total indebtedness of management was $9,845,005 (including accrued
interest of $797,277), $1,100,981 in principal amount of which was secured by
shares or options, $519,058 of which was otherwise secured by collateral of the
borrowers, and $7,427,689 of which was unsecured.

         The largest aggregate principal amount of indebtedness owed since
January 1, 2001 through the Record Date, and the amount of principal and accrued
interest that remained outstanding as of the Record Date were as follows.


                                                                 Proxy Statement
                                                                         Page 40
<PAGE>
<TABLE>
<CAPTION>
                                        Largest
                                       Aggregate           Principal Amount       Interest Amount
                                    Principal Amount       Outstanding as of     Outstanding as of
           Name                      Outstanding ($)        Record Date ($)       Record Date ($)
           ----                    -----------------       ---------------       -----------------
           <S>                          <C>                   <C>                     <C>
           Ronald A. Duncan             4,922,500             4,922,500               323,851

           G. Wilson Hughes             1,630,106             1,486,763                26,582

           William C. Behnke              933,426               933,426               107,156

           Richard P. Dowling           1,250,981             1,250,981               292,674

           John M. Lowber                 369,058               369,058                45,441

           Dana L. Tindall                120,000                85,000                 1,573
</TABLE>
         Mr. Duncan's loans were made for his personal use and to exercise
rights under stock option agreements. They consist of the following as of the
Record Date ("Outstanding Duncan Loans"):

      Principal Amount ($)          Loan Date
      --------------------          ---------
           150,000                December 1996

            50,000                 January 1997

           150,000                December 1997

           600,000                 October 1998

           162,000                November 1999

         3,810,000                February 2002

         These loans accrue interest at the prime rate as published in the Wall
Street Journal, are unsecured, and become due in the amount of $500,000 on
December 31, 2002, $750,000 on each of December 31, 2003 through 2007, with any
remaining balance due on February 2007, together with accrued interest. The
amounts due may be paid in either cash or stock. Payments in stock will be
valued at the closing price of the stock on the date of payment. Payments in
stock are subject to the covenants in the Company's preferred stock agreements
and credit facilities.

         In addition to the previously described indebtedness of Mr. Duncan,
during 2000 and 2001 the Company made payments to others on behalf of Mr. Duncan
in the amount of $24,497 and $348,605, respectively. The amount of these
payments by the Company during 2001 and through the Record Date came to
$350,033. The payments bear no interest, and the Company expects to be
reimbursed by Mr. Duncan for them. $55,512 remained outstanding as of the Record
Date. As of the Record Date, Mr. Duncan owed the Company approximately $27,000
in out-of-pocket costs relating to use of the aircraft leased by the Company.


                                                                 Proxy Statement
                                                                         Page 41
<PAGE>
         Mr. Hughes' loans were made for his personal use and to exercise rights
under stock option agreements. They consist of the following as of the Record
Date:

      Principal Amount ($)          Loan Date
      --------------------          ---------
           632,500                December 1999

            80,000                 October 2001

           774,263                 January 2002

         These loans accrue interest at the Company's variable rate under the
Company's senior credit facility, are unsecured, and become due together with
accrued interest through December 3, 2005.

         The Company loaned $45,000 and $25,000 to Mr. Hughes in December 1995
and August 1996, respectively, for his personal requirements. The loans were
repaid in June 2001. The principal under the promissory notes bore interest at
the Company's variable rate under its senior credit facility and was unsecured.
In December 1999, the Company loaned Mr. Hughes an additional $882,500 to
exercise rights under a stock option agreement. Mr. Hughes repaid $250,000 of
this principal amount in June 2001, leaving a remaining balance due at the
Record Date of $632,500. In July 2000, the Company loaned Mr. Hughes an
additional $677,606 to exercise rights under a stock option agreement. The loan
was repaid in June 2001. The loan was unsecured and bore interest at the
Company's variable rate under its senior credit facility.

         In addition to the previously described indebtedness of Mr. Hughes,
during 2000 and 2001 the Company made payments to others on behalf of Mr. Hughes
in the amount of $6,324 and $1,155. The amount of these payments by the Company
during 2001 and through the Record Date came to $2,641. The payments bear no
interest, and the Company expects to be reimbursed by Mr. Hughes for them. $310
remained outstanding as of the Record Date.

         Amounts owed by Mr. Behnke as of the Record Date, all of which are
unsecured, included the following:

      Principal Amount ($)          Loan Date
      --------------------          ---------
             9,002                   April 1993

            50,000               September 1995

            50,000                 January 1997

            50,000                    June 1999

            50,000               September 1999

           250,000                November 1999


                                                                 Proxy Statement
                                                                         Page 42
<PAGE>
         The April 1993 amount is the remaining balance of a $48,000 loan
borrowed for Mr. Behnke's personal requirements, which amount bears interest at
9% per annum. The remaining loans due from Mr. Behnke described above bear
interest at the Company's variable rate under the Company's senior credit
facility. The notes are due, together with accrued interest, on November 1,
2004.

         Should the Company elect to terminate Mr. Behnke's employment, other
than for cause, prior to November 1, 2004, the Company will forgive any
remaining balance of principal and interest associated with the September and
November 1999 borrowings.

         Mr. Behnke borrowed an additional $474,424 in December 2001 to pay the
exercise cost and income taxes due upon exercise of rights under an expiring
stock option agreement. The loan is unsecured, bears interest at the Company's
variable rate under its senior credit facility, and is due on November 1, 2004.

         Of the amount owed by Mr. Dowling at the Record Date, $850,981 in
principal amount is secured by 160,297 shares of Class A common stock and 74,028
shares of Class B common stock, and consists of the following:

      Principal Amount ($)            Loan Date
      --------------------            ---------
           224,359                  August 1994(1)

            86,000                   April 1995(1)

            20,000                    June 1997(2)

             5,500                    June 1998(2)

           515,122                 January 2000(1)

--------------
1  Borrowed to exercise rights under stock option agreements and pay the
   resulting income taxes.

2  Borrowed for personal requirements.
--------------

         On May 17, 2000, the Company advanced an additional $150,000 to Mr.
Dowling for his personal requirements. The loan was secured by a second deed of
trust on real property. Mr. Dowling borrowed an additional $250,000 in January
2002 for his personal requirements. The loan is secured by the Class A and Class
B shares referenced above.

         Mr. Dowling's loans are payable in full through August 26, 2004 and
bear interest at the Company's variable rate under its senior credit facility.


                                                                 Proxy Statement
                                                                         Page 43
<PAGE>
         The amount due from Mr. Lowber at the Record Date consists of the
following:

      Principal Amount ($)            Loan Date
      --------------------            ---------
           185,000                   April 1997(1)

            46,819                    July 1998(2)

            33,935               September 1998(2)

           103,303                February 1999(2)

--------------
1  Borrowed to purchase real property. The promissory note is secured by the
   cash surrender value of a life insurance policy, bears interest at 6.49% and
   will be due and payable, together with accrued interest, in three equal
   annual installments beginning June 30, 2002. So long as Mr. Lowber remains in
   the employ of the Company, the accrued interest will be waived at the
   beginning of each year. Interest forgiven for the two year period ended
   December 31, 2001 totaled $24,046.

2  Loan proceeds were used to exercise rights under a stock option agreement and
   pay the resulting income taxes. These notes are secured by the cash surrender
   value of a life insurance policy, bear interest at the Company's variable
   rate under its senior credit facility, and are due on June 30, 2003.
--------------

         The Company loaned Ms. Tindall $70,000 in January 1996 and an
additional $50,000 in May 1998, both for her personal requirements, which
amounts accrued interest at the rate of 6.54% per annum and were secured by
options to purchase 150,000 shares of Class A common stock. The notes were
repaid in February 2001. So long as Ms. Tindall remains in the employ of the
Company, the accrued interest payment will be waived at the beginning of each
year. Interest forgiven for the year ended December 31, 2001 was $7,870.
Remaining accrued interest totaling $1,419 was forgiven on January 1, 2002.

         The Company loaned Ms. Tindall $85,000 in September 2001 for her
personal requirements. The loan is unsecured, bears interest at the Company's
variable rate under its senior credit facility, and is due on December 31, 2003.

Registration Rights Agreements

         The Company is a party to registration rights agreements ("Registration
Rights Agreements") with the following:

         -  WorldCom (including subsidiaries) regarding all shares of its
            Company Class A and Class B common stock and Series C preferred
            stock

         -  Toronto Dominion regarding all of its Company Series B preferred
            stock

         Both of these persons are significant shareholders of the indicated
classes or series of Company stock. For example, Toronto Dominion is the holder
of all 16,995 shares outstanding of the Series B preferred stock. For holdings
of other classes and


                                                                 Proxy Statement
                                                                         Page 44
<PAGE>
series see, "Ownership of Company - Principal Shareholders." As of the Record
Date, none of these persons or their affiliates, other than those identified
elsewhere in this Proxy Statement, were directors, officers, nominees for
election as directors, or members of the immediate family of such directors,
officers, or nominees of the Company.

         The terms of the Registration Rights Agreements vary, although they
generally share several common terms. The basic terms are as follows.

         If the Company proposes to register any of its securities under the
Securities Act of 1933, as amended ("Securities Act") for its own account or for
the account of other shareholders, the Company must notify all of the holders
under the Registration Rights Agreements of the Company's intent to register
such common stock. In addition, the Company must allow the holders an
opportunity to include their shares ("Registerable Shares") in that
registration.

         Each holder also has the right, under certain circumstances, to require
the Company to register all or any portion of such holder's Registerable Shares
under the Securities Act. The Registration Rights Agreements are subject to
certain limitations and restrictions, including, in cases other than the Series
B preferred stock, the right of the Company to limit the number of Registerable
Shares included in the registration. Generally, the Company is required to pay
all registration expenses in connection with each registration of Registerable
Shares pursuant to the Registration Rights Agreements.

         The Registration Rights Agreement between the Company and WorldCom,
dated June 30, 2001, specifically requires the Company to effect no more than
four demand registrations at the request of WorldCom and an unlimited number of
opportunities to include its Registerable Shares in other Company security
registrations. However, each registration request by WorldCom must include
Registerable Shares having an aggregate market value equal to or more than $1.5
million.

         The Registration Rights Agreement between the Company and Toronto
Dominion regarding the Series B preferred stock pertains to Class A common stock
which is issued by the Company upon the holder's exercise of rights to convert
the preferred stock to Class A common stock. The agreement specifically requires
the Company to effect no more than two registrations at the request of holders
of at least 15% of the registerable securities.


                                                                 Proxy Statement
                                                                         Page 45
<PAGE>
                              OWNERSHIP OF COMPANY

Principal Shareholders

         The following table sets forth, as of the Record Date, certain
information regarding the beneficial ownership of Company Class A common stock
and Class B common stock and Company Series B preferred stock (Series C
preferred stock is not included in the table in that it did not as of the Record
Date have voting rights exercisable at the Annual Meeting) by each of the
following:

         -  Each person known by the Company to own beneficially 5% or more of
            the outstanding shares of Class A common stock or Class B common
            stock, or Series B preferred stock

         -  Each director of the Company

         -  Each of the Named Executive Officers

         -  All current executive officers and directors of the Company as a
            group

All information with respect to beneficial ownership has been furnished to the
Company by the respective shareholders of the Company.
<TABLE>
<CAPTION>
                                               Amount and
                                               Nature of                                                         % Combined
                                               Beneficial                              % of Total Shares           Voting
Name and Address of              Title of     Ownership(2)                                Outstanding               Power
Beneficial Owner(1)              Class(2)         (#)            % of Class(2)         (Class A & B)(2)        (Class A & B)(2)
-------------------             ---------   ---------------     ----------------      -------------------     ----------------
                                                                                           I        II            I        II
                                                                                          ---      ----          ---      ----
<S>                              <C>         <C>                     <C>                <C>       <C>          <C>       <C>
William C. Behnke                Class A       262,196(3)                *                  *         *            *         *
                                 Class B         - - -               - - -
                                 Series B        - - -               - - -


Ronald R. Beaumont               Class A         - - -               - - -              - - -     - - -        - - -     - - -
                                 Class B         - - -               - - -
                                 Series B        - - -               - - -


Stephen M. Brett                 Class A        25,000(4)                *                  *         *            *         *
                                 Class B         - - -               - - -
                                 Series B        - - -               - - -


Ronald A. Duncan                 Class A     1,584,180(5)              3.1                3.7       3.5          6.9       6.6
                                 Class B       460,021(5)             11.9
                                 Series B        - - -               - - -
</TABLE>
                                                                 Proxy Statement
                                                                         Page 46
<PAGE>
<TABLE>
<CAPTION>
                                               Amount and
                                               Nature of                                                         % Combined
                                               Beneficial                              % of Total Shares           Voting
Name and Address of              Title of     Ownership(2)                                Outstanding               Power
Beneficial Owner(1)              Class(2)         (#)            % of Class(2)         (Class A & B)(2)        (Class A & B)(2)
-------------------             ---------   ---------------     ----------------      -------------------     ----------------
                                                                                           I        II            I        II
                                                                                          ---      ----          ---      ----
<S>                              <C>         <C>                     <C>                <C>       <C>          <C>       <C>
Donne F. Fisher                  Class A       362,335(4,6)              *                1.5       1.4          5.3       5.1
                                 Class B       437,688(4,6)           11.3
                                 Series B        - - -               - - -


William P. Glasgow               Class A        85,914(7)                *                  *         *            *         *
                                 Class B         - - -               - - -
                                 Series B        - - -               - - -


G. Wilson Hughes                 Class A       617,060(8)              1.2                1.1       1.1            *         *
                                 Class B         2,765(8)                *
                                 Series B        - - -               - - -


Paul S. Lattanzio                Class A         - - -               - - -              - - -     - - -        - - -     - - -
                                 Class B         - - -               - - -
                                 Series B        - - -               - - -


John M. Lowber                   Class A       506,222(9)              1.0                  *         *            *         *
                                 Class B         6,286(9)                *
                                 Series B        - - -               - - -


Stephen R. Mooney                Class A         - - -               - - -              - - -     - - -        - - -     - - -
                                 Class B         - - -               - - -
                                 Series B        - - -               - - -


Carter F. Page                   Class A                                 *                  *         *          2.2       2.1
                                 Class B        86,499(4,10)           4.8
                                 Series B      186,923               - - -
                                                                                        - - -


James M. Schneider               Class A        55,000(4)                *                  *         *            *         *
                                 Class B         - - -               - - -
                                 Series B        - - -               - - -


Dana L. Tindall                  Class A       207,153(11)               *                  *         *            *         *
                                 Class B         3,835(11)               *
                                 Series B        - - -               - - -


Robert M. Walp                   Class A       302,018(12)               *                1.1         1          3.7       3.6
                                 Class B       303,457(12)             7.8
                                 Series B        - - -               - - -


Dimensional Fund Advisors, Inc.  Class A     3,579,300                 7.0                6.5       6.1            4       3.9
1299 Ocean Ave., 11th Floor      Class B         - - -               - - -
Santa Monica, CA  90401          Series B        - - -               - - -
</TABLE>
                                                                 Proxy Statement
                                                                         Page 47
<PAGE>
<TABLE>
<CAPTION>
                                               Amount and
                                               Nature of                                                         % Combined
                                               Beneficial                              % of Total Shares           Voting
Name and Address of              Title of     Ownership(2)                                Outstanding               Power
Beneficial Owner(1)              Class(2)         (#)            % of Class(2)         (Class A & B)(2)        (Class A & B)(2)
-------------------             ---------   ---------------     ----------------      -------------------     ----------------
                                                                                           I        II            I        II
                                                                                          ---      ----          ---      ----
<S>                              <C>         <C>                     <C>                <C>       <C>          <C>       <C>

GCI Qualified Employee Stock     Class A     4,671,797                 9.0                8.7       8.2          6.5       6.3
Stock Purchase Plan              Class B       121,210                 3.1
2550 Denali St., Ste. 1000       Series B        - - -               - - -
Anchorage, AK  99503


Kim Magness                      Class A       258,992(13)               *                  2       1.9          9.7       9.4
c/o Raymond L. Sutton, Jr.       Class B       844,848(13)            21.8
303 East 17th Ave., Ste. 1100    Series B        - - -               - - -
Denver, CO  80203-1264


Gary Magness                     Class A       264,317(13,14)            *                  2       1.9          9.7       9.4
c/o Raymond L. Sutton, Jr.       Class B       843,448(13,14)         21.7
303 East 17th Ave., Ste. 1100    Series B        - - -               - - -
Denver, CO  80203-1264


Toronto Dominion                 Class A       392,582(14)               *                  *       5.9            *       3.7
Investments, Inc.                Class B         - - -               - - -
31 West 52nd Street              Series B       16,995                 100
New York, NY 10019-6101


WorldCom                         Class A     6,638,942(15)            11.3               12.8      12.1         20.6        20
515 East Amite Street            Class B     1,275,791                32.9
Jackson, MS  39201-2702          Series B        - - -               - - -


All Directors and Executive      Class A     4,532,736(16)             8.6               10.7      10.1         21.2      20.5
  Officers As a Group            Class B     1,478,162(16)            38.1
  (15 Persons)                   Series B        - - -(16)           - - -
</TABLE>

--------------
*  Represents beneficial ownership of less than 1% of the corresponding class or
   series stock.

1  Beneficial ownership is determined in accordance with Rule 13d-3 of the
   Exchange Act. Shares of stock of the Company that a person has the right to
   acquire within 60 days of the Record Date are deemed to be beneficially owned
   by such person and are included in the computation of the ownership and
   voting percentages only of such person. Each person has sole voting and
   investment power with respect to the shares indicated, except as otherwise
   stated in the footnotes to the table.

2  "Title of Class" includes Company Class A common stock, Class B common stock,
   and Series B preferred stock. "Amount and Nature of Beneficial Ownership" and
   "% of Class" are given for each class or series of stock. "% of Total Shares
   Outstanding" and "Combined Voting Power" are given (a) under column I as
   excluding Series B preferred stock outstanding and (b) under column II as
   including Series B preferred stock outstanding and on an as-converted to
   Class A common stock basis at the conversion price as set in the Series B
   Agreement, i.e., $5.55 per share. As of the Record Date, the 16,995 shares of
   Series B preferred stock outstanding (excluding accrued dividends payable in
   cash or in Class A common stock to that date) would convert to 3,062,162
   shares of Class A common stock.

3  Includes 162,091 shares which Mr. Behnke has the right to acquire within 60
   days of the Record Date by the exercise of vested stock options. Does not
   include 9,055 shares of Company Class A common stock held in treasury by the
   Company pursuant to the Behnke deferred compensation agreement.


                                                                 Proxy Statement
                                                                         Page 48
<PAGE>
4  Includes 25,000 shares of Company Class A common stock each to Messrs. Brett,
   Fisher, Page, and Schneider which they each respectively have the right to
   acquire within 60 days of the Record Date by the exercise of respective stock
   options.

5  Includes 122,701 shares of Class A common stock and 6,270 shares of Class B
   common stock allocated to Mr. Duncan under the Stock Purchase Plan. Does not
   include 195,331 shares of Class A common stock held by the Company in
   treasury pursuant to deferred compensation agreements with the Company. See,
   "Management of Company: Executive Compensation." Does not include 2,045
   shares of Class A common stock held by Amanda Miller, Mr. Duncan's daughter,
   of which Mr. Duncan disclaims beneficial ownership. Does not include 18,560
   shares of Class A common stock or 8,242 shares of Class B common stock held
   by the Amanda Miller Trust, with respect to which Mr. Duncan has no voting or
   investment power. Does not include 41,560 shares of Class A common stock or
   27,020 shares of Class B common stock held by Dani Bowman, Mr. Duncan's wife,
   of which Mr. Duncan disclaims beneficial ownership. Includes 250,000 shares
   of Class A common stock which a company owned by Mr. Duncan has the right to
   acquire within 60 days of the Record Date by the exercise of stock options.

6  Includes 300,200 shares of Class A and 225,000 shares of Class B common stock
   owned by Fisher Capital Partners, Ltd., the corporate general partner of
   which is controlled by Mr. Fisher.

7  Does not include (i) 4,059 shares owned by Diamond Ventures, LLC of which Mr.
   Glasgow is President; (ii) 135,367 shares owned by Prime II Investments, L.P.
   of which Diamond Ventures, LLC is the sole general partner; (iii) 160,700
   shares owned by Prime VIII, L.P. the sole general partner (Prime I SKA, LLC)
   of which has Mr. Glasgow as its Managing Director; and (iv) does not include
   158 shares beneficially owned by minor children of Mr. Glasgow. Mr. Glasgow
   disclaims any beneficial ownership of the shares held by these entities or
   held by his children.

8  Includes 50,000 shares of Class A common stock which Mr. Hughes has the right
   to acquire within 60 days of the Record Date by the exercise of vested stock
   options. Includes 53,060 shares of Class A common stock and 2,765 shares of
   Class B common stock allocated to Mr. Hughes under the Stock Purchase Plan.
   Does not include 67,437 shares of Class A common stock held in treasury by
   the Company pursuant to the Hughes Agreement. See, "Management of Company:
   Employment and Deferred Compensation Agreements."

9  Includes 355,425 shares which Mr. Lowber has the right to acquire within 60
   days of the Record Date by the exercise of vested stock options. Includes
   43,139 shares of Class A common stock and 6,016 shares of Class B common
   stock allocated to Mr. Lowber under the Stock Purchase Plan.

10 Does not include 10,350 shares of Class A and 21,825 shares of Class B common
   stock held in trust for the benefit of Mr. Page's grandchildren of which Mr.
   Page disclaims beneficial ownership. The trustee of the trust is Keith Page,
   Mr. Page's son.

11 Includes 145,787 shares which Ms. Tindall has the right to acquire within 60
   days of the Record Date by the exercise of vested stock options. Includes
   61,107 shares of Class A common stock and 3,835 shares of Class B common
   stock allocated to Ms. Tindall under the Stock Purchase Plan.

12 Includes 38,231 shares of Class A common stock and 2,408 shares of Class B
   common stock allocated to Mr. Walp under the Stock Purchase Plan. Includes
   8,420 shares of Class A common stock which Mr. Walp has the right to acquire
   within 60 days of the Record Date by the exercise of vested stock options.

13 Includes 76,688 shares of Class A and 620,608 shares of Class B common stock
   owned by Magness FT Investment Company, LLC of which Mr. Magness owns a 50%
   interest. Includes 177,324 shares of Class A and 198,440 shares of Class B
   common stock owned by Magness Securities, LLC of which Mr. Magness owns a 50%
   interest.

14 Excludes accrued dividends.

15 Includes 833,333 shares of Class A common stock issuable upon conversion of
   1,000 shares of Series C Preferred Stock and 12,500 shares WorldCom has the
   right to acquire within 60 days of the record date by the excercise of vested
   stock options.


                                                                 Proxy Statement
                                                                         Page 49
<PAGE>
16 Includes 1,157,148 shares of Class A common stock which such persons have the
   right to acquire within 60 days of the Record Date through the exercise of
   vested stock options. Includes 346,210 shares of Class A common stock and
   24,453 shares of Class B common stock allocated to such persons under the
   Stock Purchase Plan. Excludes, as of the Record Date, all of the outstanding
   Series B preferred stock (on an as-converted basis to Company Class A common
   stock) owned by an affiliate of Mr. Lattanzio, i.e., Toronto Dominion.
   Excludes, as of the Record Date, all of the outstanding Class A and Class B
   common stock owned by an affiliate of Mr. Beaumont, i.e., WorldCom.
--------------

Changes in Control

         Series B Preferred Stock. The Series B Agreement provides that the
holders of the Series B preferred stock have the right to vote on all matters
presented for vote to the holders of Company Class A common stock on an
as-converted basis. In addition, the holders of the outstanding Series B
preferred stock have limited voting rights as a class or otherwise to require
the Company to request its consent on specific actions which might be taken
including amending the Articles, restructuring the Company, paying dividends,
and redeeming stock. Under the present Articles, the Class A common stock and
Class B common stock vote for directors and on such specific actions, as one
class, with limited exceptions as set forth in the Alaska Corporations Code.
These exceptions include action to amend the articles of incorporation of a
corporation in certain specific areas including changes in the designations,
preferences, limitations, or relative rights of shares of the class.

         The holders of outstanding Series B preferred stock have the right to
convert their shares into Class A common stock of the Company at a specified
conversion price, as adjusted. In October 2001, Prime VIII, L.P. exercised its
conversion rights for all Series B preferred stock held by it and was issued a
total of 1,021,721 shares of Company Class A common stock. In November 2001,
Prime VIII, L.P. distributed those shares among its partners. As of the Record
Date, Toronto Dominion remained as the sole holder of Series B preferred stock.

         As of the Record Date, the conversion price was $5.55 per share. Using
that conversion price and assuming the conversion of all of the outstanding
Series B preferred stock of the remaining holder of the Series B preferred stock
as of the Record Date, the stock could be converted into 3,062,162 shares of
Class A common stock of the Company (excluding dividends accrued through that
date) which would constitute approximately 5.6% of its then outstanding Class A
common stock.

         As a part of the terms of the issuance of the Series B preferred stock,
the Board increased its size by one director to ten directors. The selection and
nomination of that director is subject to certain terms of the Series B
Agreement. See, "Management of Company: Rights of Holders of Series B Preferred
Stock in Nomination to, or Observer Status Regarding, the Board."

         Pledged Assets and Securities. The obligations of the Company under its
credit facilities are secured by substantially all of the assets of the Company
and its direct and indirect subsidiaries. Upon a default by the Company under
such agreements, the Company's lenders could gain control of the assets of the
Company, including the capital stock of the Company's subsidiaries. The Company
has been at all times since January 1, 2001 and up through the Record Date, in
compliance with all material terms of these credit facilities. These obligations
and pledges are further described in the Annual Report. See, "Annual Report."


                                                                 Proxy Statement
                                                                         Page 50
<PAGE>
         Senior Notes. On August 1, 1997, GCI, Inc., an Alaska corporation and
wholly-owned subsidiary of the Company, publicly sold $180 million of unsecured
9.75% senior notes ("Senior Notes"). The Senior Notes are due in 2007. GCI, Inc.
was formed specifically to issue the Senior Notes. The Senior Notes are subject
to the terms of an indenture ("Indenture") entered into by GCI, Inc. Upon the
occurrence of a change of control, as defined in the Indenture, GCI, Inc. is
required to offer to purchase the Senior Notes at a price equal to 101% of their
principal amount, plus accrued and unpaid interest.

         The Indenture provides that the Senior Notes are redeemable at the
option of GCI, Inc. at specified redemption prices commencing in 2002. The terms
of the Senior Notes contain limitations on the ability of GCI, Inc. and its
restricted subsidiaries to incur additional indebtedness, limitations on
investments, payment of dividends and other restricted payments and limitations
on liens, asset sales, mergers, transactions with affiliates and operation of
unrestricted subsidiaries. The Indenture also limits the ability of GCI, Inc.
and its restricted subsidiaries to enter into or allow to exist specified
restrictions on the ability of GCI, Inc. to receive distributions from
restricted subsidiaries.

         For purposes of the Indenture and the Senior Notes, the restricted
subsidiaries consist of all direct or indirect subsidiaries of the Company, with
the exception of the unrestricted subsidiaries. As of the Record Date, the
unrestricted subsidiaries were entities formed by the Company in conjunction
with its Fiber Facility as described in the Company's Annual Report. These
unrestricted subsidiaries consisted of GCI Transport Co., Inc., GCI Satellite
Co., Inc., GCI Fiber Co., Inc., Fiber Hold Co., Inc. and Alaska United Fiber
System Partnership. See, "Annual Report."

         Both the Company and GCI, Inc. have, since January 1, 2001 and up
through the Record Date, been in compliance with all material terms of the
Indenture including making timely payments on the obligations of GCI, Inc.

         Voting Agreement. A voting agreement ("Voting Agreement") was entered
into as of October 31, 1996 among certain shareholders of the Company and
expired in June 2001. The parties to the agreement changed through the years,
and, at the time of expiration of the agreement, the parties subject to it were
Messrs. Duncan and Walp (both officers of, and members of, the Board) and
WorldCom. The Voting Agreement provided that each party to the agreement was
required to vote the party's Company common stock for the nominees of the other
parties in the election of directors to the Board and on other matters to which
the parties unanimously agreed. The number of directors which each party to the
Voting Agreement could nominate as of termination of the agreement were as
follows:

         -  Two directors nominated by WorldCom

         -  One director nominated by Mr. Duncan


                                                                 Proxy Statement
                                                                         Page 51
<PAGE>
         -  One director nominated by Mr. Walp

         Because the Articles establish the Board as a classified board, none of
the Board positions for which parties to the Voting Agreement had provided
nominees in the past were open for election at the 2001 annual meeting. However,
present directors Messrs. Beaumont and Mooney were nominees identified under,
and proposed by WorldCom under, the agreement for the 1999 and 2000 Company
annual meetings, respectively. Also, Messrs. Walp and Duncan were nominees
identified under, and proposed by themselves under, the agreement for the 1999
and 2000 Company annual meetings, respectively. All of these nominees were duly
nominated as a part of management's slate of directors and elected at those
respective meetings. While the Voting Agreement is no longer in effect,
management has selected for nomination a slate of directors for the Annual
Meeting which includes Messrs. Beaumont and Walp. The Company has no reason to
believe that the parties to the former Voting Agreement would depart from their
past voting record in voting on the nomination and election of Messrs. Beaumont
and Walp at the Annual Meeting.

                        LITIGATION AND REGULATORY MATTERS

         The Company was, as of the Record Date, involved in several
administrative and civil action matters primarily related to its
telecommunications markets in Alaska and the remaining 49 states and other
regulatory matters. These actions are discussed in the Company's Annual Report.
See, "Annual Report."

                RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

Overview

         The Board retained KPMG LLP as the independent certified public
accountants for the Company during the fiscal year ended December 31, 2001. It
is anticipated that the Board will appoint KPMG LLP as the Company's independent
certified public accountants for the fiscal year ending December 31, 2002. A
representative of KPMG LLP is expected to be present at the Annual Meeting. The
representative will have the opportunity to make a statement, if so desired, and
will be able to respond to appropriate questions.

Audit Fees

         The aggregate fees billed by KPMG LLP for professional services
rendered for the audit of the Company's annual financial statements for the year
ended December 31, 2001 and the review of the financial statements included in
the Company's Forms 10-Q for that year was $150,432.


                                                                 Proxy Statement
                                                                         Page 52
<PAGE>
Financial Information System Design and Implementation Fees

         KPMG LLP did not for the year ended December 31, 2001 provide
professional services to the Company relating to operating, or supervising the
operation of, the Company's information systems or managing the Company's local
area network or otherwise providing services or information that was significant
to the Company's financial statements for that year.

All Other Fees

         The aggregate fees billed by KPMG LLP for services rendered for the
year ended December 31, 2001, other than services previously described in this
section, was $50,663.

                                  ANNUAL REPORT

         The Annual Report to shareholders of the Company in the form of Form
10-K for the year ended December 31, 2001 is enclosed with this Proxy Statement,
subject to the delivery provisions described elsewhere in this Proxy Statement.
See, "Company Annual Meeting: Voting Procedure -- Delivery."

                          FUTURE SHAREHOLDER PROPOSALS

         Certain matters are required to be considered at an annual meeting of
shareholders of the Company, e.g., the election of directors. From time to time,
the board of directors of the Company may wish to submit to those shareholders
other matters for consideration. Additionally, those shareholders may be asked
to consider and take action on proposals submitted by shareholders who are not
members of management that cover matters deemed proper under regulations of the
Securities and Exchange Commission and applicable state laws.

         Should a shareholder wish to have a proposal included in management's
proxy statement and form proxy for the 2003 annual meeting of shareholders, the
proposal must be received by the Company at the address previously identified in
this Proxy Statement not earlier than December 1, 2002 and not later than
December 31, 2002. See, "Company Annual Meeting: Voting Procedure - Delivery."

         Under the Bylaws, any shareholder wishing to make a nomination for
director or wishing to introduce any business at the 2003 annual meeting must
give the Company advance notice as described in the Bylaws. To be timely, the
Company must receive the nomination or shareholder proposal for the 2003 meeting
at the Company`s offices as previously identified not earlier than December 1,
2002 and not later than December 31, 2002. Nominations for director must
describe various matters as specified in the Bylaws, including the name and
address of each nominee, his or her


                                                                 Proxy Statement
                                                                         Page 53
<PAGE>
occupation and number of shares held, and certain other information. The
nomination must also be accompanied by written consent to being named in the
proxy statement as a nominee and to serving as a director if elected.

         In addition to the timely submission of notice previously described, a
shareholder proposing to bring other business before the 2003 annual meeting
must include in that notice a description of the proposed business (which must
otherwise be a proper subject for action by the shareholders), the reasons for
that other business and other matters specified in the Bylaws. The Board or the
presiding officer at the meeting may reject any such proposals that are not made
in accordance with these procedures or that are not a proper subject for
shareholder action in accordance with applicable law. The Articles and Bylaws
also set forth specific requirements and limitations applicable to nominations
and proposals at special meetings of shareholders.

         A shareholder making a nomination must be a person who was a
shareholder of record both at the time of giving of notice and at the time of
the meeting and who is entitled to vote at the meeting. A shareholder who wishes
to present a proposal of business at the meeting must, in addition to the
previous requirements, be a person who has continuously held at least $2,000 in
market value, or at least 1%, of the Company's securities entitled to be voted
on the matter at the meeting for at least one year by the date of submission of
the proposal to the Company for inclusion on the agenda of the meeting. Any such
notice must be given to the Secretary of the Company at the address previously
identified. Any shareholder desiring a copy of the Articles or Bylaws will be
furnished a copy without charge upon written request to the Secretary.

         For any shareholder proposal that is not submitted for inclusion in the
management proxy statement for that 2003 annual meeting but is instead sought to
be presented directly at that meeting, the SEC rules permit management to vote
proxies in its discretion if the Company (i) receives notice of the proposal
during the time interval December 1, 2002 through December 31, 2002 and advises
shareholders in the 2003 proxy statement about the nature of the matter and how
management intends to vote on that matter, or (ii) does not receive notice of
the proposal during the time interval December 1, 2002 through December 31,
2002. Management intends to exercise this authority, if necessary, in
conjunction with the 2003 meeting.

         Management carefully considers all proposals and suggestions from
shareholders. When adoption of a suggestion or proposal is clearly in the best
interest of the Company and the shareholders generally and does not require
shareholder approval, it is usually adopted by the Board, if appropriate, rather
than being included in management's proxy statement.


                                                                 Proxy Statement
                                                                         Page 54
<PAGE>
                            SCHEDULE 14A INFORMATION
           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934
                               (Amendment No. n/a)

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