UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
8-K





CURRENT
REPORT


Pursuant
      to Section 13 or 15(d) of The Securities Exchange Act of
    1934





Date of
report (Date of earliest event reported):  December 31,
2008





GCI,
      Inc.(Exact
      name of registrant as specified in its
charter)








Alaska
            
            0-5890
            
            91-1820757(State
      or other jurisdiction of incorporation)
            
            (Commission
              File
      Number)
            
            (I.R.S.
      Employer Identification No.)








2550
      Denali Street, Suite 1000, Anchorage, Alaska
            
            99503(Address
      of principal executive offices)
            
            (Zip
      Code)








Registrant’s
telephone number, including area code: (907) 868-5600








NONE(Former
      name or former address, if changed since last
  report)








Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General Instruction A.2. below):





[  ]   Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)





[  ]   Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)





[   ]  Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))





[   ]  Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))









Item
5.02  Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers




On June 12, 1989, GCI, Inc.'s parent
company, General Communication, Inc. (the “Company”) and Ronald
A. Duncan, the Company’s principal executive officer, entered into a Deferred
Bonus Agreement pursuant to which Mr. Duncan’s deferred bonus account under the
agreement was credited with $325,000 on June 12, 1989.  On August 13,
1993, the Company and Mr. Duncan entered into a Deferred Compensation Agreement
pursuant to which Mr. Duncan’s deferred compensation account under the agreement
was credited with amounts totaling $625,000 from 1993 through
1997.  Earnings on each of these accounts have been credited as if the
funds in each account were invested entirely in Class A common stock of the
Company.  The Deferred Bonus Agreement and the Deferred Compensation
Agreement have previously been filed as exhibits to a Form 10-K filed by the
Company with the Securities and Exchange Commission for the year ended December
31, 1989 and December 31, 1993, respectively, and are collectively referred to
as the “Agreements.”  The
Company’s obligations under the Agreements were assumed by the Company’s
wholly-owned subsidiary, GCI Communications Corp. (the “Employer”), in
1997.




On December 31, 2008, the Company, the
Employer and Mr. Duncan entered into an Amendment to Deferred Bonus Agreement
and an Amendment to Deferred Compensation Agreement (collectively, the “Amendments”) in order
to amend the Agreements to comply with, and take certain actions permitted by,
Section 409A of the Internal Revenue Code of 1986, as amended, and the
transition rules and final regulations issued thereunder.  The
descriptions of the Amendments below are summaries only and do not purport to be
complete descriptions of all of their terms and conditions.  These
descriptions are qualified in their entireties by references to the Amendments,
which are filed herewith as Exhibit 10.159 and Exhibit 10.160.




Pursuant
to the Amendments, the amounts in Mr. Duncan’s deferred bonus account and
deferred compensation account under the Agreements will be paid to him in cash
on February 8, 2009.  In order to determine the values of these
accounts, Mr. Duncan may, through February 7, 2009, irrevocably elect to have
the earnings on each account determined as if the Class A common stock of the
Company, upon which the earnings in each account are based, was sold at the
market value of such shares as reported on the Nasdaq as of the date and time of
such election.  The value of the deferred bonus account and the
deferred compensation account, based on the closing price of the Class A common
stock of the Company as reported on the Nasdaq on December 31, 2008, total
approximately $850,348 and $729,880, respectively.




Item
9.01  Financial Statements and Exhibits





(d)           Exhibits





Exhibit No.
            
            Description of Exhibit10.159
            
            Amendment
      to Deferred Bonus Agreement dated December 31, 2008 by and among the
      Company, the Employer and Mr. Duncan.10.160
            
            Amendment
      to Deferred Compensation Agreement dated December 31, 2008 by and among
      the Company, the Employer and Mr.
Duncan.





SIGNATURES





Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.





GCI,
      Inc.(Registrant)Date: 
      January 6, 2009
                    By:
                    /s/ John
      M. LowberName:
       John M. LowberTitle: 
      Secretary, Treasurer and Director(Principal Financial and Accounting Officer)