Exhibit 3.1.1

 

**ARTICLES OF AMENDMENT**

 

**TO            THE**

 

**RESTATED ARTICLES OF INCORPORATION**

 

**OF**

 

**GENERAL COMMUNICATION, INC.**

 

The following are the Articles of Amendment ("Amendments") to the            Restated Articles of Incorporation ("Articles") of General Communication, Inc. and are            executed by that corporation through its president and its secretary, and verified by            its secretary.

 

**ARTICLE I**

 

**NAME OF CORPORATION**

 

The name of the corporation subject to this Amendment is General            Communication, Inc. ("Corporation").

 

**ARTICLE II**

 

**AMENDMENTS**

 

|   | Article IV is amended by adding a new Section (j) as                            follows: |
|--------|------------------------------------------------------------------------------------------|

 

(j)        Notwithstanding other            provisions of these Articles which might be construed to the contrary, the Corporation            may, in the sole discretion of its Board of Directors, issue, reissue, or terminate            issuance of its stock in certificated or uncertificated form in accordance with            provisions of its Bylaws. Those Bylaw provisions shall include, but not be limited to,            appropriate procedures under which a shareholder may deliver uncertificated shares of            Class B common stock, if any, to the Corporation for conversion to, and delivery to            that shareholder of, Class A common stock under (g) of this Article IV.

 

**ARTICLE III**

 

**DATE OF APPROVAL OF AMENDMENTS**

 

| **ARTICLES OF AMENDMENT** | Page1 |
|---------------------------|-------|

 

----

 

The dates of approval of the Amendments by the Board of Directors and            the outstanding shares of the Corporation were February 19, 2007 and June 25, 2007,            respectively.

 

**ARTICLE IV**

 

**SHARES OUTSTANDING AND ENTITLED TO VOTE**

 

The numbers of shares outstanding and the number entitled to vote on the            Amendments (the outstanding shares entitled to vote are divided into Class A Common            Stock (one vote per share) and Class B Common Stock (10 votes per share), both under            Article IV, Section (b) of the Articles) were as follows:

 

|   | Shares Outstanding: | Class A Common Stock | 50,368,902 |
|--------|---------------------|----------------------|------------|

|   | Class B Common Stock | 3,258,140 |
|--------|----------------------|-----------|

        
|   | TOTAL: | 53,627,042 |
|--------|--------|------------|

 

 

|   | Shares Entitled to Vote: | Class A Common Stock | 50,082,181 |
|--------|--------------------------|----------------------|------------|

|   | Class B Common Stock | 3,256,149 |
|--------|----------------------|-----------|

 

|   | TOTAL: | 53,338,330 |
|--------|--------|------------|

 

**ARTICLE V**

 

**SHARES VOTED FOR AND AGAINST THE AMENDMENTS**

 

(a) The numbers of            shares voted for and against the Amendments were as follows:

 

|   | Number of Shares Voted |
|--------|------------------------|

|   | For the Amendments: | Class A Common Stock | 43,020,950 |
|--------|---------------------|----------------------|------------|

|   | Class B Common Stock | 3,242,314 |
|--------|----------------------|-----------|

 

|   | TOTAL: | 46,263,264 |
|--------|--------|------------|

 

|   | Number of Shares Voted |
|--------|------------------------|

|   | Against the Amendments: | Class A Common Stock | 973,626 |
|--------|-------------------------|----------------------|---------|

|   | Class B Common Stock | 4,068 |
|--------|----------------------|-------|

 

|   | TOTAL: | 977,694 |
|--------|--------|---------|

 

 

| **ARTICLES OF AMENDMENT** | Page2 |
|---------------------------|-------|

 

----

 

(b) The Amendments            were adopted in their entirety by 91.3% (including 85.9% and 99.6% of the votes of            Class A Common Stock outstanding and voting power of Class B Common Stock outstanding,            respectively) of the outstanding voting power of the shares of the Corporation            satisfying the requirements for adoption of the Amendments under AS 10.06.504 and            10.06.506 of the Alaska Corporations Code.

 

**IN WITNESS WHEREOF,**the Corporation,            through its corporate officers, hereby executes these Articles of Amendment to the            Restated Articles of Incorporation of General Communication, Inc. on this 24th day of            July, 2007.

 

 

| GENERAL COMMUNICATION, INC. |
|-----------------------------|
|                        |   |
|                        |   |
| By:                         | /s/ Ronald A. Duncan |
|                        | Ronald A. Duncan |
|                        | President |
|                        |   |
|                        |   |
| By:                         | /s/ John M. Lowber |
|                        | John M. Lowber |
|                        | Secretary |

 

 

[ S E            A L ]

 

 

| **ARTICLES OF AMENDMENT** | Page3 |
|---------------------------|-------|