BYLAWS OF

                          GENERAL COMMUNICATION, INC. (1)


                                    ARTICLE I

                                     OFFICES

         The Corporation shall maintain a principal office of the Corporation in
the State of Alaska as required by law. The Corporation may also have offices in
such other places, either within or without the State of Alaska, as the Board of
Directors of the Corporation ("Board") may from time to time designate or as the
business of the Corporation may require.

                                   ARTICLE II

                                      SEAL

         The seal of the Corporation shall be in such form as may be required by
law and as shall be approved by the Board. Until changed by the Board, the seal
of the Corporation shall be in the form impressed immediately following this
Article II. The seal may be used by causing it, or a facsimile thereof, to be
impressed or affixed or reproduced or otherwise.

                                                                     [ S E A L ]


                                   ARTICLE III

                              SHAREHOLDER MEETINGS

         Section 1. Place of Meetings. Meetings of the shareholders of the
Corporation ("Shareholders") shall be held at such place either within or
without the State of Alaska as may from time to time be designated by the Board
and stated in the notice of the meeting.

         Section 2. Annual Meeting of Shareholders. (a) The annual meeting of
the Shareholders ("Annual Meeting") shall be held on the first Thursday of June
of each year at a time to be designated by the Board or at such other time and
date as shall be designated by the Board and stated in the notice of meeting.
The purpose of the meeting shall be the election of directors and the
transaction of such other business as properly may be brought before the
meeting.


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1        As last amended and restated on April 23, 2004.


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         (b) If the election of directors shall not be held on the day
designated in (a) of this Section 2 for any Annual Meeting, or at any
adjournment of such meeting, the Board shall call a special meeting of the
Shareholders as soon as conveniently possible thereafter. At such meeting, the
election of directors shall take place, and such election and any other business
transacted thereat shall have the same force and effect as at an Annual Meeting
duly called and held.

         Section 3. Special Shareholders' Meetings. Special meetings of the
Shareholders may be called at any time by the President, the Chairman of the
Board of Directors, the Board of Directors, or the holders of not less than
one-tenth of all the shares entitled to vote at such meeting. Such request shall
state the purpose of the proposed meeting. For such meetings, notices shall be
given in the same manner as notices of the Annual Meeting, except they shall be
signed by the persons calling the meeting. No special Shareholders' meetings
shall consider any business except that which is designated in general terms in
the notice of the meeting.

         Section 4. Notices of Meetings. Written or printed notice stating the
place, day and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, will be signed and
delivered not less than 20 nor more than 60 days before the date of the meeting,
either personally or by mail, by or at the direction of the President, the
Secretary or the officer or persons calling the meeting, to each Shareholder of
record entitled to vote at such meeting. Only Shareholders of record on the
record date established by the Board of Directors pursuant to Section 6 of this
Article III will be entitled to notice of such meeting. If mailed, such notice
will be deemed to be delivered when deposited with postage prepaid in the United
States mail addressed to the Shareholder at the address of the Shareholder as
appears on the stock transfer books of the Corporation, or, if the Shareholder
has filed with the Secretary a written request that the notice be mailed to a
different address, the Corporation will mail the notice to that other address.
Except where otherwise required by law or these Bylaws, notice need not be given
of any adjourned meeting of the Shareholders.

         Section 5. Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote, present in person or represented by proxy,
will constitute a quorum at all meetings of the Shareholders for the transaction
of business except as otherwise provided by applicable law or by the Articles of
Incorporation. The Shareholders present in person or represented by proxy at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough Shareholders to leave less than a
quorum, if any action taken other than adjournment is approved by at least a
majority of shares required to constitute a quorum. If, however, such quorum
initially is not present or represented at any meeting of the Shareholders,
those Shareholders present in person or represented by proxy and entitled to
vote will have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum is present or
represented. At such reconvened meeting at


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which a quorum is present or represented, any business may be transacted which
might have been transacted at the original meeting.

         Section 6. Voting. (a) At each meeting of the Shareholders, every
Shareholder having the right to vote shall be entitled to vote, either in person
or by proxy, the number of votes as provided for in or pursuant to the Articles
of Incorporation for each share of voting stock registered in that Shareholder's
name on the books of the Corporation on the date of the closing of the books
against transfers of stock, the record date fixed for the determination of
Shareholders entitled to vote at such meeting, or if the books are not so closed
or no such date is fixed, the date of such meeting.

         (b) When a quorum is present at any meeting, the affirmative vote of a
majority of the votes represented by the issued and outstanding shares entitled
to vote, present in person or represented by proxy, shall decide any matter
brought before such meeting, unless the question is one upon which, by express
provision of the laws of the State of Alaska or of the Articles of
Incorporation, a different vote is required, in which case such express
provision shall govern and control the decision of such question.

         (c) Except as may be determined by the Board of Directors of the
Corporation with respect to the Preferred Stock and except as otherwise
expressly required by the laws of the State of Alaska or the Articles of
Incorporation, as then in effect, the holders of the Class A Common Stock of the
Corporation and the holders of the Class B Common Stock of the Corporation shall
vote with the holders of voting shares of the Preferred Stock of the
Corporation, if any, as one class for the election of directors and for all
other purposes.

         Section 7. Record Date. In order to determine the holders of record of
the Corporation's stock who are entitled to notice of meetings, to vote at a
meeting or adjournment thereof, and to receive payment of any dividend, or to
make a determination of the Shareholders of record for any proper purpose, the
Board (i) may prescribe a record date which in no event will be more than 70
days nor less than 20 days, prior to the date of the action which requires such
determination during which no transfer of stock on the books of the Corporation
may be made or (ii) may, in lieu of closing the stock transfer books of the
Corporation, fix a record date which in no event will be more than 60 days nor
less than 20 days prior to the date of the action which requires such
determination as the record date for such determination of Shareholders.

         Section 8. Presiding Officer; Order of Business; Conduct of Meeting.
(a) Meetings of the Shareholders shall be presided over by the Chairman of the
Board, or if the Chairman is not present, by the President, or if the President
is not present, by a Vice President. The Secretary of the Corporation, or, in
the Secretary's absence, an Assistant Secretary, shall act as secretary of every
meeting. In the absence of the Secretary or Assistant Secretary, the chairman of
the meeting may choose any person present to act as secretary of the meeting.


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         (b) Subject to the provisions of this Section 8, meetings of
Shareholders shall generally follow accepted rules of parliamentary procedure,
including but not limited to the following:

                  (1) Except when overruled by a majority of the votes
                  represented by the votes held by Shareholders present, the
                  chairman of the meeting shall have absolute authority over
                  matters of procedure and authority to state the rules under
                  which the voting shall be conducted.

                  (2) If disorder shall arise which prevents continuation of the
                  legitimate business of the meeting, the chairman may quit the
                  chair and announce the adjournment of the meeting; and upon
                  taking such action, the meeting shall be automatically
                  adjourned.

                  (3) The chairman may ask or require that anyone not a bona
                  fide Shareholder or proxy leave the meeting.

                  (4) Subject to the provisions of Section 14 of this Article
                  III, a resolution or motion may be considered for a vote if
                  proposed by a Shareholder or duly authorized proxy, and
                  seconded by an individual, who is a Shareholder or a duly
                  authorized proxy, other than the individual who proposed the
                  resolution or motion.

         (c) The following order of business shall be observed at all Annual
Meetings insofar as is practicable:

                  (1) Call to order;

                  (2) Present proof of notice of meeting or waiver of it;

                  (3) Appoint inspector of election, if necessary;

                  (4) Determine whether a quorum is present;

                  (5) Make reports;

                  (6) Read, correct and approve minutes of a previous meeting,
                      unless the reading is waived;

                  (7) Elect directors;

                  (8) Address special business stated in the notice of meeting;

                  (9) Address other business;


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                  (10)     Adjourn.

         (d) At any special meeting of Shareholders, the business transacted
shall be confined to the purpose described in the notice of the meeting and
subject to the provisions of Section 14 of this Article III.

         Section 9. Proxies. A Shareholder may vote the Shareholder's shares
through a proxy or attorney-in-fact appointed by a written instrument signed by
the Shareholder and delivered to the secretary of the meeting. No proxy shall be
valid after six months from the date of its execution, unless a longer period is
expressly provided in the proxy, but in no case may the proxy be valid for a
period in excess of 11 months from the date of execution. No proxy shall be
valid and voted on after the meeting of the Shareholders, or any adjournment of
such meeting, to which it applies. Every proxy shall be revocable at the
pleasure of the Shareholders executing it, except in those cases where an
irrevocable proxy is duly executed and permitted by law.

         Section 10. Voting List. (a) At least 20 days before each meeting of
Shareholders, a complete list of the Shareholders entitled to vote at that
meeting, arranged in alphabetical order and showing the address of and number
and class of shares entitled to vote at such meeting owned by each Shareholder,
shall be prepared by the Secretary or an officer of the transfer agent, transfer
clerk or registrar of the Corporation having charge of the stock transfer books
and at the direction of the Secretary. That list of Shareholders will, for a
period of 30 days prior to such meeting, be kept on file at the registered
office of the Corporation and will be subject to inspection by any Shareholder
at any time during normal business hours. Such list will also be produced and
kept open at the time and place of the meeting and will be subject to the
inspection of any Shareholder during the entire time of the meeting.

         (b) The original stock transfer books shall be prima facie evidence as
to who are the Shareholders entitled to examine such list or transfer books, or
to vote at any meeting of the Shareholders.

         (c) Failure to comply with the requirements of this Section 10 shall
not affect the validity of any action taken at such meeting of the Shareholders.

         Section 11. Action Without a Meeting. Any action, except the election
of directors, which may be taken by the vote of Shareholders at a meeting of
Shareholders may be taken without a meeting if authorized by the written
consents of Shareholders, identical in content setting out the action to be
taken, signed by the holders of all outstanding shares entitled to vote on the
action.

         Section 12. Non-Cumulative Voting. In the election of directors,
Shareholders will not cumulate their votes but must vote shares held by them for
as many persons as there are directors to be elected.


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         Section 13. Voting of Shares by Certain Shareholders. (a) Shares of the
Corporation standing in the name of another corporation may be voted by such
officer, agent or proxy as the bylaws of that corporation may prescribe or, in
the absence of such provision, as the board of directors of that corporation may
determine.

         (b) Shares of the Corporation held by an administrator, executor,
guardian or conservator may be voted by that person, either in person or by
proxy, without a transfer of such shares into that person's name. Shares
standing in the name of a trustee may be voted by that person, either in person
or by proxy, but no trustee will be entitled to vote shares held by that person
without a transfer of such shares into that person's name.

         (c) Shares of the Corporation standing in the name of a receiver or
bankruptcy trustee may be voted by that person, and shares held by or under the
control of a receiver or bankruptcy trustee may be voted by that person without
the transfer thereof into that person's name if authority to do so is contained
in an appropriate order of the court by which that person was appointed or
otherwise provided or permitted under applicable federal bankruptcy law.

         (d) A Shareholder whose shares are pledged will be entitled to vote
such shares until the shares have been transferred into the name of the pledgee,
and thereafter the pledgee will be entitled to vote the shares so transferred.

         (e) Shares of its own stock held by the Corporation in a fiduciary
capacity, will not be voted at any meeting or counted in determining the total
number of outstanding shares at any given time.

         Section 14. Advance Notice of Nominations and Shareholder Proposals.
         (a) All nominations of individuals for election to the Board at a
meeting of the Shareholders and proposals of business to be considered at a
meeting of the Shareholders shall be made as set forth in this Section 14.

         (b) The procedures to be followed for an annual meeting of Shareholders
are as follows:

                  (1) Nomination of individuals for election to the Board and
                  proposal of business to be considered by the Shareholders may
                  be made at an annual meeting of Shareholders,

                           (A) pursuant to the Corporation's notice of meeting;

                           (B) by or at the direction of the Board; or

                           (C) by a Shareholder,


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                                    (i) who was a Shareholder of record both at
                                    the time of giving of notice provided for in
                                    (b) of this Section 14 and at the time of
                                    the meeting and, in the case of proposals,
                                    who had 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;

                                    (ii) who is entitled to vote at the meeting;
                                    and

                                    (iii) who complied with the notice and other
                                    requirements set forth in this Section 14.

                  (2) For nominations or other business to be brought properly
                  before an annual meeting by a Shareholder under (b)(1)(C) of
                  this Section 14, the Shareholder must have given timely notice
                  of it in writing to the Secretary as provided in this Section
                  14 and, in the case of a proposal of business, that business
                  must be a proper subject for action by the Shareholder.

                  (3) As used in (b)(2) of this Section 14, to be timely, a
                  Shareholder's notice must be delivered to the Secretary at the
                  principal executive offices of the Corporation and received
                  not less than 120 days nor more than 150 days prior to the
                  first anniversary of the release of the Corporation's proxy
                  statement to Shareholders for the preceding year's annual
                  meeting. However, in the event that the date of the annual
                  meeting is advanced by more than 30 days or delayed by more
                  than 60 days from such anniversary date, notice by the
                  Shareholder, to be timely, must be so delivered and received
                  not earlier than the 150th day prior to that annual meeting
                  and not later than the close of business on the later of the
                  120th day prior to that annual meeting or the 10th day
                  following the day on which public announcement of the date of
                  that meeting is first made.

                  (4) The Shareholder's notice shall set forth the following:

                           (A) as to each person whom the Shareholder proposes
                           to nominate for election or reelection as a director,

                                    (i) the name, age, business and residential
                                    addresses, and principal occupation or
                                    employment of each proposed nominee;


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                                    (ii) the class and number of shares of
                                    capital stock of the Corporation which are
                                    beneficially owned by that nominee on the
                                    date of that notice;

                                    (iii) a description of all arrangements or
                                    understandings between the Shareholder and
                                    each nominee and the name of any other
                                    person or persons pursuant to which the
                                    nomination or nominations are to be made by
                                    the Shareholder;

                                    (iv) all other information relating to that
                                    nominee that is required to be disclosed in
                                    solicitation of proxies for election of
                                    directors, or is otherwise required, in each
                                    case pursuant to Regulation 14A adopted
                                    pursuant to the Securities Exchange Act of
                                    1934 or any successor provision; and

                                    (v) the written consent of each proposed
                                    nominee to being named as a nominee in the
                                    proxy statement and to serve as a director
                                    of the Corporation if so elected;

                           (B) as to any other business that the Shareholder
                           proposes to bring before the meeting, a brief
                           description of the business desired to be brought
                           before the meeting, the reasons for conducting that
                           business at the meeting and any material interest in
                           that business of the Shareholder and of the
                           beneficial owner, if any, on whose behalf the
                           proposal is made; and

                           (C) as to the Shareholder giving the notice and the
                           beneficial owner, if any, on whose behalf the
                           nomination or proposal is made,

                                    (i) the name and address of that
                                    Shareholder, as they appear on the
                                    Corporation's books, and of that beneficial
                                    owner, if any;

                                    (ii) the class and number of shares of stock
                                    of the Corporation which are owned
                                    beneficially and of record by the
                                    Shareholder and that beneficial owner, if
                                    any; and

                                    (iii) a representation that the Shareholder
                                    intends to appear in person or by proxy at
                                    the meeting to nominate the person or
                                    persons specified in the notice or to
                                    propose such other business.

                  (5) The Corporation may require any proposed nominee to
                  furnish any information, in addition to that furnished
                  pursuant to (b)(4)(A) of this Section


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                  14, that the Corporation may reasonably require to determine
                  the eligibility of the proposed nominee to serve as a director
                  of the Corporation.

                  (6) Notwithstanding the provisions of (b)(3) of this Section
                  14 to the contrary, in the event that the number of directors
                  to be elected to the Board is increased and there is no public
                  announcement naming all of the nominees for director or
                  specifying the size of the increased Board made by the
                  Corporation at least 130 days prior to the first anniversary
                  of the preceding year's annual meeting, a Shareholder's notice
                  required by (b) of this Section 14 shall also be considered
                  timely, but only with respect to nominees for any new
                  positions created by that increase, if the notice shall be
                  delivered to and received by the Secretary at the principal
                  executive offices of the Corporation not later than the close
                  of business on the 10th day following the day on which that
                  public announcement is first made by the Corporation.

         (c) The procedures to be followed for a special meeting of Shareholders
are as follows:

                  (1) Only such business shall be conducted and only such
                  proposals shall be acted upon at a special meeting of
                  Shareholders as shall have been brought before that meeting
                  pursuant to the Corporation's notice of meeting.

                  (2) Nominations of persons for election to the Board may be
                  made at a special meeting of Shareholders at which directors
                  are to be elected,

                           (A) by or at the direction of the Board; or

                           (B) provided that the notice of the special meeting
                           states that the purpose, or one of the purposes, of
                           that meeting is to elect directors at the meeting, by
                           any Shareholder who is a Shareholder of record both
                           at the time of giving of notice provided for in this
                           Section 14 and at the time of the meeting, who is
                           entitled to vote at the meeting and who complied with
                           the notice and other requirements set forth in this
                           Section 14.

                  (3) In the event the Corporation calls a special meeting of
                  Shareholders for the purpose of electing one or more directors
                  to the Board, any such Shareholder may nominate a person or
                  persons, as the case may be, for election to that position as
                  specified in the Corporation's notice of meeting, if the
                  notice containing the same information as would be required
                  under (b)(2)-(6) of this Section 14 for an annual meeting is
                  delivered to and received by the Secretary at the principal
                  executive offices of the Corporation not earlier than the
                  150th day prior to that special meeting and not later than


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                  the close of business on the later of the 120th day prior to
                  that special meeting or the 10th day following the day on
                  which public announcement is first made of the date of the
                  special meeting or of the nominees proposed by the Board to be
                  elected at that meeting.

                  (4) Proposals of business other than the nomination of persons
                  for election to the Board may be considered at a special
                  meeting requested by Shareholders in accordance with Section 3
                  of this Article III only if the Shareholders give a notice
                  containing the same information as would be required under
                  (b)(2)-(6) of this Section 14 for an annual meeting at the
                  time those Shareholders requested the meeting.

         (d) The following provisions apply to Shareholder meetings generally:

                  (1) Only persons who are nominated in accordance with the
                  procedure set forth in this Section 14 shall be eligible to
                  serve as directors, and only such business shall be conducted
                  at a meeting of Shareholders as shall have been brought before
                  the meeting in accordance with the procedures set forth in
                  this Section 14.

                  (2) The Board may reject any nomination or Shareholder
                  proposal submitted for consideration at any meeting of
                  Shareholders which is not made in accordance with the
                  provisions of this Section 14 or which is not a proper subject
                  for Shareholder action in accordance with provisions of
                  applicable law.

                  (3) Should the Board fail to consider the validity of a
                  nomination or Shareholder proposal, the presiding officer of
                  the meeting shall have the power and duty,

                           (A) to determine whether a nomination or any business
                           proposed to be brought before the meeting was made in
                           accordance with the provisions of this Section 14 and
                           is a proper subject for Shareholder action in
                           accordance with provisions of applicable law; and

                           (B) if any proposed nomination or business is not in
                           compliance with this Section 14 or is not a proper
                           subject for Shareholder action, to declare that the
                           defective nomination or proposal is disregarded.

                  (4) The provisions of (d) of this Section 14 shall not prevent
                  the consideration and approval or disapproval at the meeting
                  of reports of officers, directors and committees of the Board.
                  However, in connection with such reports, no new business
                  shall be acted upon at the meeting unless


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                  stated, submitted and received in accordance with the
                  provisions of this Section 14.

                  (5) For purposes of this Section 14,

                           (A) "public announcement" means disclosure in a press
                           release reported by the Dow Jones News Service,
                           Associated Press, Reuters or comparable news service
                           or in a document publicly filed by the Corporation
                           with the Securities and Exchange Commission pursuant
                           to Section 13,14, or 15(d) of the Securities Exchange
                           Act of 1934 or any successor provision; and

                           (B) in no event shall the public announcement of a
                           postponement or adjournment of a meeting commence a
                           new time period for giving of a Shareholder's notice
                           pursuant to this Section 14.

                  (6) A Shareholder may submit no more than one proposal to the
                  Corporation for a particular meeting of Shareholders. The
                  proposal, including any accompanying supporting statement, may
                  not exceed 500 words.

                  (7) The Corporation may exclude a Shareholder proposal for any
                  of the following substantive reasons:

                           (A) would be improper under state law;

                           (B) would be a violation of law;

                           (C) would be a violation of proxy rules;

                           (D) is a personal grievance or special interest;

                           (E) is not relevant;

                           (F) Corporation lacks power or authority to
                               implement;

                           (G) relates to management functions;

                           (H) relates to election;

                           (I) conflicts with the Corporation's proposal;

                           (J) was substantially implemented;


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                           (K) substantially duplicates another proposal to be
                               addressed at the meeting;

                           (L) is a resubmission of another proposal; or

                           (M) relates to a specific amount of dividend.

                  (8) Notwithstanding the other provisions of this Section 14, a
                  Shareholder shall also comply with all applicable requirements
                  of state law and the Securities Exchange Act of 1934 and the
                  rules and regulations adopted under that act with respect to
                  the matters set forth in this Section 14. Nothing in this
                  Section 14 shall be deemed to affect any rights of
                  Shareholders to request inclusion of proposals in, or the
                  Corporation's right to omit proposals from, the Corporation's
                  proxy statement pursuant to Rule 14a-8 under that act or any
                  successor provision.

         Section 15. Shareholder Recommendations. A Shareholder may make a
recommendation of a candidate for nomination and election to the Board subject
to specific procedures and limitations as set forth in the Company's Nominating
and Corporate Governance Committee Charter approved by the Board.

                                   ARTICLE IV

                               BOARD OF DIRECTORS

         Section 1. General Authority. The property, business and affairs of the
Corporation shall be managed and controlled by its Board, which may exercise all
such powers of the Corporation and do all such lawful acts and things as are not
by applicable law or the Articles of Incorporation or these Bylaws directed or
required to be exercised or done by the Shareholders.

         Section 2. Number, Qualifications and Term of Office. (a) The governing
body of this Corporation shall be the Board, subject to the following:

         (1) The number of directors shall not be less than three nor more than
twelve; provided that (A) the number of directors shall be fixed by the Board
from time to time by a vote of at least a simple majority of the whole Board at
a regular or special meeting called by written notice, which notice shall
include notice to change the number of directors and (B) no decrease in the
number of directors shall have the effect of shortening the term of an incumbent
director;

         (2) Until changed as provided in this Section 2, the number of
directors on the Board shall be seven;


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         (3) Each director shall be of a legal age, which shall be defined for
purposes of this Section 2 as an age between and including 21 and 70 years, and
in the event a person shall reach the upper limit of that age while a director,
that person's term as director shall immediately terminate and that director
shall resign from the Board;

         (4) Each nominee as, and each person appointed or otherwise elected as,
a director of the Board shall at all times satisfy other qualifications as set
forth in the Company's Nominating and Corporate Governance Committee Charter
approved by the Board; and

         (5) Directors on the Board shall not need to be Shareholders and shall
not need to be residents of the State of Alaska.

         (b) Upon the establishment of the Board as having three or more members
("Class Date"), the Board will be divided into three classes: Class I, Class II
and Class III. Each such class will consist, as nearly as possible, of one-third
of the whole number of the Board. Directors in office on the Class Date will be
divided among such classes and in such manner, consistent with the provisions of
this Article IV, as the Board may determine by resolution. The initial Class I
directors so determined shall serve until the next Annual Meeting following such
date. The initial Class II directors so determined shall serve until the second
Annual Meeting following such date. The initial Class III directors so
determined shall serve until the third Annual Meeting following such date. In
the case of each such class, such directors shall serve, subject to their
earlier death, resignation or removal in accordance with the Articles of
Incorporation, these Bylaws and the laws of the State of Alaska, until their
respective successors shall be elected and shall qualify. At each Annual Meeting
after the date of such filing, the directors chosen to succeed those whose terms
shall have expired shall be elected to hold office for a term to expire at the
third succeeding Annual Meeting after their election and, subject to their
earlier death, resignation or removal in accordance with the Articles of
Incorporation, these Bylaws and the laws of the State of Alaska, until their
respective successors shall be elected and shall qualify. If the number of
directors is changed, any increase or decrease shall be apportioned among such
classes so as to maintain all classes as equal in number as possible, and any
additional director elected to any class shall hold office for a term which
shall coincide with the terms of the other directors in such class.

         (c) As used in these Bylaws, the terms "whole Board" or "entire Board"
shall mean the number of directors the Corporation would have under these Bylaws
at the time of determination if there were no vacancies.

         Section 3. Elections. (a) Other than as provided in Section 2 of this
Article IV, the directors of the Corporation shall be elected at the Annual
Meeting or at a special meeting of Shareholders called for that purpose, by at
least a simple majority of the quorum for that meeting.


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         (b) Any vacancy occurring in the Board caused by death, resignation,
removal and any newly created directorship resulting from an increase in the
number of directors on the Board, may be filled by the directors then in office,
although such directors are less than a quorum, or by the sole remaining
director. Each director chosen to fill a vacancy or a newly created directorship
shall hold office until the next election of the Class for which such director
shall have been chosen or, if no class is established, then until the next
election of directors and, subject to that director's earlier death, resignation
or removal in accordance with the Articles of Incorporation, these Bylaws and
the laws of the State of Alaska, until that director's successor shall be duly
elected and shall qualify.

         (c) Any director may resign at any time by giving written notice to the
Board of Directors, the President, Chairman of the Board, or the Secretary of
the Corporation. Any such resignation will take effect upon receipt of such
notice or at any later time specified in the notice. Unless otherwise specified
in the notice, the acceptance of such resignation will not be necessary to make
any postdated resignation by notice in writing to the resigning director. In the
event the resignation of a director is tendered to take effect at a future time,
a successor may be elected to take office when the resignation becomes
effective.

         (d) The Shareholders may elect a director to fill any vacancy not
filled by the Board.

         (e) The term of a director terminates upon the election and
qualification of a successor.

         Section 4. Removal of Directors. (a) The entire Board or any individual
director may be removed from office, at an Annual Meeting or a special meeting
of Shareholders called for that purpose, by at least, a majority vote of a
quorum of Shareholders for that meeting.

         (b) If, after the filling of a vacancy by the Board, the directors who
have been elected by the Shareholders constitute less than a majority of the
directors, a holder or holders of an aggregate of 10 percent or more of the
shares outstanding at the time may call a special meeting of Shareholders to
elect the entire Board.

         (c) The Board may declare vacant the office of a director who has been
declared of unsound mind by a court order.

         (d) The superior court may, at the suit of the Board or of Shareholders
holding at least 10 percent of the number of outstanding shares of any class,
remove from office a director for fraudulent or dishonest acts, gross neglect of
duty, or gross abuse of authority or discretion with reference to the
Corporation and may bar from reelection a director removed in that manner for a
period prescribed by the court. In this instance, the Corporation will be made a
party to the suit.

                                                                         Page 14
<PAGE>
         (e) Except as set forth in (a)-(d) of this Section 4, a director may
not be removed from office before the expiration of the term of office of that
director.

         Section 5. Executive Committee. (a) By the affirmative vote of at least
75 percent of the directors, the Board may designate an Executive Committee, all
of whose members shall be directors, to manage and operate the affairs of the
Corporation or particular properties or enterprises of the Corporation, except
to the extent Shareholder authorization is required by law, the Articles of
Incorporation or these Bylaws. The Executive Committee will have the power, as
set forth by resolution of the Board or these Bylaws to perform or authorize any
act that could be done or accomplished by the majority action of all the
directors of the Corporation, except as provided in (b) of this Section 5. The
Executive Committee shall keep minutes of its meetings and report to the Board
not less often than quarterly on its activities and shall be responsible to the
Board for the conduct of the enterprises and affairs entrusted to it.

         (b) The following areas of responsibility are expressly reserved to the
Board and will not be delegated to any committees of the Board:

                  (1) Declaring dividends or distributions;

                  (2) Approving or recommending to Shareholders actions or
                  proposals required by the Alaska Corporations Code to be
                  approved by Shareholders;

                  (3) Designating candidates for the office of director, for
                  purposes of proxy solicitation or otherwise, or fill vacancies
                  on the board or any committee of the board;

                  (4) Amending the Bylaws;

                  (5) Approving a plan or merger not requiring Shareholder
                  approval;

                  (6) Capitalizing retained earnings;

                  (7) Authorizing or approving the reacquisition of shares
                  unless under a general formula or method specified by the
                  board;

                  (8) Authorizing or approving the issuance or sale of, or a
                  contract to issue or sell, shares or designating the terms of
                  a series of a class of shares, unless the Board, having acted
                  regarding general authorization for the issuance or sale of
                  shares, a contract to issue or sell, or the designation of a
                  series, authorizes a committee, under a general formula or
                  method specified by the Board by resolution or by adoption of
                  a stock option or other plan, to fix the terms of a contract
                  for the sale of the shares and to fix the terms upon which the
                  shares may be issued or sold, including, without


                                                                         Page 15
<PAGE>
                  limitation, the price, the dividend rate, provisions for
                  redemption, sinking fund, conversion, voting or preferential
                  rights, and provisions for other features of a class of
                  shares, or a series of a class of shares, with full power in
                  the committee to adopt a final resolution setting out all the
                  terms of a series for filing with the commissioner of the
                  Department of Community & Economic Development under the
                  Alaska Corporations Code; or

                  (9) Authorizing, approving, or ratifying contracts or other
                  transactions between the Corporation and one or more of its
                  directors, or between the Corporation and a corporation, firm,
                  or association in which one or more of its directors has a
                  material financial interest as defined under AS 10.06.478 of
                  the Alaska Corporations Code.

         (c) The designation of a committee, the delegation to the committee of
authority, or action by the committee under that authority does not alone
constitute compliance by a member of the Board or that committee with the
responsibility to act in good faith, in a manner the member reasonably believes
to be in the best interests of the Corporation, and with the care, including
reasonable inquiry, as an ordinarily prudent person in a like position would use
under similar circumstances.

         Section 6. Other Committees. The Board may, by resolution, establish
committees other than an Executive Committee and shall specify with
particularity the powers and duties of any such committee. All committees of the
Board including the Executive Committee shall serve at the pleasure of the
Board, keep minutes of their meetings; have such names as the Board, by
resolution, may determine; and be responsible to the Board for the conduct of
the enterprises and affairs entrusted to them. All such committees will each
have at least two or more members, all of whom will serve at the pleasure of the
Board.

         Section 7. Place of Meetings. The directors may hold their meetings in
such place or places as the Board may from time to time by resolution determine.

         Section 8. Meetings. Regular or special meetings of the Board or of a
committee of the Board will be held at such place as may be designated from time
to time by the Board or any other person calling the meeting, and such meetings
may be called by the Chairman of the Board, the President, a Vice President, the
Secretary, or a director.

         Section 9. Quorum. (a) The presence of a majority of the number of
directors fixed by the Articles of Incorporation at a meeting of the Board duly
assembled will constitute a quorum for the transaction of business, and the act
of a majority of the directors present at any meeting at which a quorum is
present will be the act of the Board, except as may be otherwise specifically
provided by the Articles of Incorporation or by these Bylaws. If a quorum
initially is not present at any meeting of directors, the directors


                                                                         Page 16
<PAGE>
present at that meeting may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum is present.

         (b) The presence of a majority of the number of directors at a meeting
of a committee of the Board duly assembled will constitute a quorum for the
transaction of business, and the act of majority of the directors present at any
meeting at which a quorum is present will be the act of that committee, except
as may be otherwise specifically provided by the Articles of Incorporation or
these Bylaws. If a quorum initially is not present at any meeting of a committee
of the Board, the members present at that meeting may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum is present.

         Section 10. Action Without a Meeting. Any action that may be taken at a
meeting of the Board or a committee of the Board may be taken without a meeting
if identical consents in writing describing the action so taken are signed by
all of the directors or members of such committee entitled to vote with respect
to the subject matter thereof. Each such consent in writing shall be filed with
the minutes of the proceedings of the Board.

         Section 11. Order of Business. At meetings of the Board, business shall
be transacted in such order as the Board may by resolution determine. At all
meetings of the Board, the Chairman of the Board, or in that person's absence,
the President, or in that person's absence the director designated as the
chairman of the meeting by the majority of the directors present, shall preside.

         Section 12. Director's Compensation. Directors shall receive such
compensation and reimbursement of any expenses incidental to the performance of
their duties as the Board shall determine by resolution. Such compensation may
be in addition to any compensation received by the members of the Board in any
other capacity.

         Section 13. Minutes. The Board shall keep written minutes of its
meetings. In the event the Secretary of the Corporation is not a member of the
Board, the Board shall prescribe by a resolution the officer or other person who
shall be charged with the responsibility of keeping and maintaining such
minutes.

         Section 14. Notice and Waiver of Notice. (a) The first meeting of each
newly elected Board will be held, without notice, immediately following the
adjournment of the corresponding Annual Meeting, or as soon thereafter as is
practicable.

         (b) Regular meetings of the Board or a committee of the Board may be
held, without notice, at such time and place, as will from time to time be fixed
by the Board or these Bylaws.

                                                                         Page 17
<PAGE>
         (c) Special meetings of the Board or a committee of the Board will be
held upon either notice in writing sent 10 days before the meeting or notice by
electronic means, personal messenger, or comparable person-to-person
communication given at least 72 hours before the meeting. The notice must
include disclosure of the business to be transacted and the purpose of the
meeting.

         (d) Whenever under the provisions of statutes, of the Articles of
Incorporation, or of these Bylaws, notice is required to be given to any
director or Shareholder, it will be given in writing, by mail or telegram,
addressed to such director or Shareholder at such address as appears on the
records of the Corporation with postage thereon prepaid, and such notice by mail
will be deemed to be given at the time when deposited in the United States mail.

         (e) Attendance of a Shareholder, either in person or by proxy, or of a
director at a meeting will constitute a waiver or notice of such meeting, except
where an appearance is made for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.

         (f) Whenever any notice is required to be given under the provisions of
statutes, the Articles of Incorporation or these Bylaws, a waiver of the notice
in writing, signed by the person entitled to the notice either before or after
the time stated in the notice will be deemed equivalent to the giving of that
notice.

         Section 15. Dividends. Subject always to the provisions of the laws of
the State of Alaska and the Articles of Incorporation, the Board shall have full
power to determine whether any, and if so what part, of the funds legally
available for the payment of dividends shall be declared in dividends and paid
to the Shareholders. The Board may fix a sum which may be set aside or reserved
over and above the paid-in capital of the Corporation for working capital or as
a reserve for any proper purpose, and from time to time may increase, diminish
and vary such funds in the Board's absolute judgment and discretion. Dividends
upon the shares of stock of the Corporation, subject always to the mentioned
provisions, may be declared by the Board at any regular or special meeting of
the Board, payable in cash, property or shares of the Corporation's stock.

         Section 16. Meetings Held Other Than in Person. Members of the Board or
any committee thereof may participate in a meeting of the Board or such
committee, as the case may be, by means of a conference telephone network or
similar communications method by which all persons participating in the meeting
can hear each other, and such participation shall constitute presence in person
at the meeting.

                                                                         Page 18
<PAGE>
                                    ARTICLE V

                                    OFFICERS

         Section 1. Number and Tenure. The Board shall elect from its members a
Chairman of the Board and a President. The Board shall also elect a Secretary, a
Treasurer and a Registered Agent. The Board may also elect, from time to time,
such Vice Presidents and other or additional officers as in its opinion are
desirable or required for the conduct of the business of the Corporation. Any of
the officers of the Corporation may or may not be directors, except that the
Chairman of the Board and the President shall be directors. The officers of the
Corporation shall hold office until the first meeting of the Board following the
Annual Meeting next following their respective election and, subject to their
earlier death, resignation or removal in accordance with the Articles of
Incorporation, these Bylaws and the laws of the State of Alaska, until their
successors are chosen and qualify.

         Section 2. Discretion. In its discretion, the Board, by the vote of a
majority of the whole Board, may leave any office, except that of President,
Treasurer, Secretary or Registered Agent, unfilled for any such period as it may
fix by resolution. Subject to the laws of the State of Alaska, any officer or
agent of the corporation may be removed at any time by the affirmative vote of
at least 75 percent of the whole Board.

         Section 3. Chairman of the Board. The Chairman of the Board shall be a
director and, when present, shall preside at all meetings of the Board. Except
as may be required otherwise to maintain the Company's capital stock registered
under the Securities Exchange Act of 1934 and to maintain the Company's access
to the status of one or more of its classes of common stock each as a national
market system stock on the Nasdaq Stock Market, the Chairman of the Board shall
- (i) by resolution of the Board be a member of one or more of the standing
committees of the Board; (ii) be a member of, and the Chairman of, the Executive
Committee; (iii) perform such other duties as may be prescribed from time to
time by the Board or by these Bylaws; (iv) have the powers of the President; and
(v) have the power to delegate any of the Chairman's powers, on a temporary or
permanent basis, to the President.

         Section 4. President. The President shall be the chief executive
officer of the Corporation. The President shall be a member of the Board. The
President shall exercise such duties as customarily pertain to the office of
President and shall have general and active supervision over the property,
business and affairs of the Corporation and over its several officers. The
President may appoint and terminate the appointment or election of officers,
agents, or employees other than those appointed or elected by the Board. The
President may sign, execute and deliver, in the name of the Corporation, powers
of attorney, contracts, bonds and other obligations which implement policies
established by the Board, and shall perform such other duties as may be
prescribed from time to time by the Board or by these Bylaws.

                                                                         Page 19
<PAGE>
         Section 5. Vice Presidents. Vice Presidents shall have such
distinguishing titles, powers and perform such duties as may be assigned to them
by the Chairman of the Board, the President, the Executive Committee or the
Board. In the absence or disability of the Chairman of the Board and the
President, any Vice President designated by the Board may perform the duties and
exercise the powers of the President. A Vice President may sign and execute
contracts and other obligations pertaining to the regular course of duties of
that office which implement policies established by the Board and shall perform
such other duties as may be prescribed from time to time by the Board or these
Bylaws.

         Section 6. Treasurer. The Treasurer shall be the chief financial
officer and, unless the Board otherwise declares by resolution, the chief
accounting officer of the Corporation. Unless the Board otherwise declares by
resolution, the Treasurer shall have general custody of all the funds and
securities of the Corporation and have general supervision of the collection and
disbursement of funds of the Corporation. The Treasurer shall endorse for
collection on behalf of the Corporation checks, notes and other obligations, and
shall deposit the same to the credit of the Corporation in such bank or banks or
depository as the Board may designate. The Treasurer may sign, with the Chairman
of the Board, President, or such other person or persons as may be designated
for the purpose by the Board, all bills of exchange or promissory notes of the
Corporation. The Treasurer shall enter or cause to be entered regularly in the
books of the Corporation a full and accurate account of all moneys received and
paid by the Treasurer on account of the Corporation; shall at all reasonable
times exhibit books and accounts of the Treasurer to any director of the
Corporation upon application at the office of the Corporation during business
hours; and, whenever required by the Board or the President, shall render a
statement of accounts for the Corporation. The Treasurer shall perform such
other duties as may be prescribed from time to time by the Board or by the
Bylaws. The Treasurer may be required to give bond for the faithful performance
of duties of that office in such sum and with such surety as shall be approved
by the Board. The Board may authorize one or more accounting firms to perform
any act or discharge any responsibility of the Treasurer. Any individual
appointed by the Board as Assistant Treasurer shall, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties and have such other powers as the
Board may from time to time prescribe.

         Section 7. Secretary. Subject to Section 8 of Article III and Section
13 of Article IV of these Bylaws, the Secretary shall keep the minutes of all
meetings of the Shareholders and of the Board, and to the extent ordered by the
Board, the Chairman of the Board or the President, will keep the minutes of
meetings of all committees. The Secretary shall cause notice to be given of
meetings of Shareholders, of the Board and of any committee appointed by the
Board. The Secretary shall have custody of the corporate seal and minutes and
records relating to the conduct and acts of the Shareholders and the Board,
which shall, at all reasonable times, be open to the examination of any
director. The Secretary or any Assistant Secretary appointed by the Board may
certify the record of proceedings of the meetings of the Shareholders or of the
Board and of resolutions


                                                                         Page 20
<PAGE>
adopted at such meetings; may sign or attest certificates, statements or reports
required to be filed with governmental bodies or officials; may sign
acknowledgments of instruments; may give notices of meetings; and shall perform
such other duties and have such other powers as the Board may from time to time
prescribe.

         Section 8. Registered Agent. The Registered Agent for the Corporation
may be an individual or corporation, resident or located in Alaska. The
Registered Agent shall have such duties and responsibilities as are prescribed
by the laws of the State of Alaska.

         Section 9. Bank Accounts. In addition to such bank accounts as may be
authorized in the usual manner by resolution of the Board, the Treasurer, with
approval of the Chairman of the Board or the President, may authorize such bank
accounts to be opened or maintained in the name and on behalf of the Corporation
as may be deemed necessary or appropriate by the Treasurer, provided payments
from such bank accounts are to be made upon and according to the check of the
Corporation, which may be signed jointly or singularly by either manual or
facsimile signature or signatures of such officers or bonded employees of the
Corporation as shall be specified in the written instructions of the Treasurer
or Assistant Treasurer with the approval of the Chairman of the Board or the
President.

         Section 10. Vacancies. In case any office shall become vacant, the
Board shall have power to fill such vacancy. In case of the absence or
disability of any officer, the Board may delegate the powers or duties of such
officer to another officer in the Corporation, or to a director.

         Section 11. Proxies. Unless otherwise directed by the Board, the
Chairman of the Board or the President, or the designees of either of these two
officers shall have full power and authority on behalf of the Corporation to
attend and to vote upon all matters and resolutions at any meeting of
Shareholders of any corporation in which this Corporation may hold stock, and
may exercise on behalf of this Corporation any and all of the rights and powers
incident to the ownership of such stock at any such meeting, whether regular or
special, and at all adjournments thereof, and shall have power and authority to
execute and deliver proxies and consents on behalf of this Corporation in
connection with the exercise by this Corporation of the rights and powers
incident to the ownership of such stock, with full power of substitution or
revocation.

         Section 12. Dual Offices. A person may hold more than one corporate
office, except that a person must not simultaneously hold the offices of
President and Secretary.

         Section 13. Salaries. The salaries of all executive officers of the
Corporation shall be fixed by the Board from time to time. No officer shall be
ineligible to receive such salary by reason of the fact that that officer is
also a director of the Corporation and receiving compensation therefor or that
that officer devotes less than full time during normal business hours to the
performance of that officer's duties as an officer of the Corporation.


                                                                         Page 21
<PAGE>
                                   ARTICLE VI

                                 INDEMNIFICATION

         Section 1. Non-Derivative Actions. The Corporation will indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of or arising from the fact that that person
is or was a director, officer, employee, or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise. Amounts paid in settlement actually and reasonably incurred by that
person in connection with such action, suit or proceeding may include
reimbursement of expenses, attorney fees, judgments, fines, and amounts paid in
settlement actually and reasonably incurred by that person in connection with
the action or proceedings if that person acted in good faith and in a manner
that that person reasonably believed to be in or not opposed to the best
interests of the Corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the conduct was unlawful. The
termination of any action, suit and proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, will not of
itself create a presumption that the person did not act in good faith and in a
manner which that person reasonably believed to be in or not opposed to the best
interests of the Corporation and, with respect to any criminal action or
proceeding, the person had reasonable cause to believe that the conduct was
unlawful.

         Section 2. Derivative Actions. The Corporation will indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason for arising from the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise. This indemnification will cover
reimbursement for expenses (including attorney fees) actually and reasonably
incurred by that person in connection with the defense or settlement of such
action if that person acted in good faith and in a manner that person reasonably
believed to be in or not opposed to the best interests of the Corporation.

         Section 3. Reimbursement Conditions. (a) Indemnification will not be
made in respect of any claim, issue, or matter as to which the person has been
adjudged to be liable for negligence or misconduct in the performance of the
person's duty to the Corporation, except to the extent that the court in which
the action was brought determines upon application that, despite the
adjudication of liability, in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnity for expenses that the
court considers proper.

                                                                         Page 22
<PAGE>
         (b) To the extent that a director, officer, employee, or agent of the
Corporation has been successful on the merits or otherwise in defense of an
action or proceeding as described in Sections 1 and 2 of this Article VI or in
defense of a claim, issue, or matter in the action or proceeding, the director,
officer, employee, or agent will be indemnified against expenses and attorney
fees actually and reasonably incurred in connection with the defense.

         (c) Unless otherwise ordered by a court, indemnification under Sections
1 or 2 of this Article VI may only be made by the Corporation upon a
determination that indemnification of the director, officer, employee, or agent
is proper in the circumstances because the director, officer, employee, or agent
has met the applicable standard of conduct set out in those sections. The
determination will be made by:

                  (1) The Board by at least a majority vote of a quorum
                  consisting of directors who were not parties to the action or
                  proceeding; or

                  (2) Independent legal counsel in a written opinion if a quorum
                  under (c)(1) of this Section 3 is

                           (A) not obtainable;

                           (B) obtainable but a majority of disinterested
                               directors so directs; or

                           (C) Approval of the outstanding shares of the
                               Corporation.

         (d) The Corporation may pay or reimburse the reasonable expenses
incurred in defending a civil or criminal action or proceeding in advance of the
final disposition in the manner provided in (c) of this Section 3 if:

                  (1) In the case of a director or officer, the director or
                  officer furnishes the Corporation with a written affirmation
                  of a good faith belief that the standard of conduct described
                  in AS 10.06.450(b) or 10.06.483(e) of the Alaska Corporations
                  Code has been met;

                  (2) The director, officer, employee, or agent furnishes the
                  Corporation a written unlimited general undertaking, executed
                  personally or on behalf of the individual, to repay the
                  advance if it is ultimately determined that an applicable
                  standard of conduct was not met; and

                  (3) A determination is made that the facts then known to those
                  making the determination would not preclude indemnification
                  under the Alaska Corporations Code.

                                                                         Page 23
<PAGE>
         (e) The indemnification provided under Sections 1 and 2 of this Article
VI is not exclusive of any other rights to which a person seeking
indemnification may be entitled under a bylaw, agreement, vote of Shareholders
or disinterested directors, or otherwise, both as to action in the official
capacity of the person and as to action in another capacity while holding the
office. The right to indemnification continues as to a person who has ceased to
be a director, officer, employee, or agent, and inures to the benefit of the
heirs, executors, and administrators of the person.

         Section 4. Insurance. At the discretion of the Board, the Corporation
may purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against that person and incurred by that person
in any such capacity, or arising out of that status, whether or not the
Corporation would have the power to indemnify that person against such liability
under the provisions of this Article VI.

                                   ARTICLE VII

                              CERTIFICATE OF STOCK

         Section 1. Form. (a) The interest of each Shareholder shall be
evidenced by certificates for shares of stock, certifying the class and number
of shares represented thereby and in such form, not inconsistent with the
Articles of Incorporation, as the Board may from time to time prescribe.

         (b) The certificates of stock shall be signed by the President or a
Vice President and by the Secretary or an Assistant Secretary and sealed with
the seal of the Corporation. Such seal may be a facsimile, engraved or printed.
Where any certificate is countersigned or otherwise authenticated by a transfer
agent or by a transfer clerk, and by a registrar, the signatures of any such
officers upon such certificate may be facsimile, engraved or printed. In case
any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon any certificates shall have ceased to be such
before the certificate is issued, it may be issued by the Corporation with the
same effect as if such officer, transfer agent or registrar had not ceased to be
such at the time of its issue.

         Section 2. Transfers. (a) Transfers of shares of the capital stock of
the Corporation shall be made only on the books of the Corporation by the
registered owner thereof, or by that owner's duly authorized attorney, and on
surrender of the certificate or certificates for such shares properly endorsed
or accompanied by proper evidence of succession, assignment or authority to
transfer, and with all taxes thereon paid.

         (b) The person in whose name shares of stock stand on the books of the
Corporation shall be deemed by the Corporation to be the owner thereof for all
purposes,


                                                                         Page 24
<PAGE>
and the Corporation shall not be bound to recognize any equitable or other claim
to or interest in such share or shares on the part of any other person, whether
or not it shall have express or other notice thereof, except as otherwise
provided by the laws of the State of Alaska.

         Section 3. Lost or Destroyed Certificates. The Board shall have the
power to direct new stock certificates to be issued to any Shareholder in place
of any certificates theretofore issued by the Corporation when such Shareholder
proves to the satisfaction of the Board that a stock certificate is lost or
destroyed, or upon the posting of an indemnity bond by the owner of such lost or
destroyed certificates, or that Shareholder's legal representatives, in such
amount as the Board shall deem appropriate, to hold the Corporation harmless
from any loss or claim arising out of or in connection with the issuance of a
duplicate certificate, unless such requirement be dispensed with by the Board,
in its discretion, in any instance or instances.

         Section 4. Transfer Agent and Registrar. The Board may appoint one or
more transfer agents or transfer clerks and one or more registrars, and may
require all certificates for shares to bear the manual or facsimile signature or
signatures of any of them. The Corporation's transfer agent and registrar may be
the identical if the person or entity acting in such dual capacities
countersigns certificates for shares required to bear that person's signatures
in both capacities.

         Section 5. Restrictions on Transfer. No securities of the Corporation
or certificates representing such securities will be transferred in violation of
any law or of any restriction on such transfer set forth in the Articles of
Incorporation or amendments to them, these Bylaws or other agreement restricting
such transfer which has been filed with the Corporation if reference to any such
restrictions is made on the certificates representing such securities. The
Corporation will not be bound by any restriction not so filed and noted. The
Corporation may rely in good faith upon the opinion of its counsel as to any
legal or contractual violation with respect to any such restrictions unless the
issue has been finally determined by a court of competent jurisdiction. The
Corporation and any party to such agreement will have the right to have a
restrictive legend imprinted upon any certificate covered by the agreement and
any certificates issued in replacement or exchange therefor or with respect to
such certificates.

         Section 6. Closing Transfer Books and Filing Record Date. The Board may
prescribe a period not exceeding 70 days nor less than 20 days prior to the
record date appointed for the payment of dividends to Shareholders during which
no transfer of stock may be made on the books of the Corporation, or the Board
may fix a date not more than 60 days nor less than 20 days prior to the date for
the payment of any such dividends as the record date as of which Shareholders
entitled to receive payment of such dividends will be determined. Only
Shareholders of record on that record date will be entitled to receive payment
of such dividends.

                                                                         Page 25
<PAGE>
                                  ARTICLE VIII

                             REPORTS TO SHAREHOLDERS

         Section 1. Annual Report. (a) The Board will authorize the preparation
of and arrangement for the distribution of an annual report to Shareholders of
the Corporation as required by as 10.06.433(a) Alaska Corporations Code.

         (b) The annual report to Shareholders will contain, at minimum, a
balance sheet as of the end of the fiscal year and an income statement and
statement of changes in financial position for the fiscal year accompanied by
(1) a report on the fiscal year by independent accountants or (2) if there is no
such report from accountants, a certificate of an authorized officer of the
Corporation that the financial statements were prepared without audit from the
books and records of the Corporation; provided that, so long as the
Corporation's stock is registered pursuant to the federal Securities Exchange
Act of 1934, the Annual Report to Shareholders required under that act will be
provided to all Shareholders.

         Section 2. Other Reports. A Shareholder holding at least five percent
of the outstanding shares of a class of the Corporation may make a written
request to the Corporation in accordance with AS 10.06.433(c) of the Alaska
Corporations Code, for a quarterly income statement of the Corporation and a
balance sheet of the Corporation and, in addition, if an annual report for the
last fiscal year has not been sent to Shareholders, the statements required by
(a) of Section 1 of Article VIII of these Bylaws for the last fiscal year. These
statements will be delivered or mailed by the Corporation to the person making
the request within 30 days of the request. A copy of these statements will be
kept on file in the principal office of the Corporation for 12 months, and they
will be exhibited at all reasonable times to a Shareholder demanding an
examination of the statements, or a copy of the statements will be mailed to
that Shareholder.

         Section 3. Delivery. (a) The Corporation will, in accordance with AS
10.06.433(d) of the Alaska Corporations Code, upon the written request of a
Shareholder, mail to the Shareholder a copy of the reports described in this
Article VIII.

         (b) The income statements and balance sheets referred to in this
Article VIII must be accompanied by any report on those statements prepared by
independent accountants engaged by the Corporation or the certificate of an
authorized officer of the Corporation that the financial statements were
prepared without audit from the books and records of the Corporation.

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                                   ARTICLE IX

                           TRANSACTIONS WITH OFFICERS,
                           DIRECTORS AND SHAREHOLDERS

         Section 1. Director Material Interest. A contract or other transaction
between the Corporation and one or more of the directors of the Corporation, or
between the Corporation and a corporation, firm, or association in which one or
more of the directors of the Corporation has a material financial interest, is
neither void nor voidable because the director or directors or other
corporation, firm, or association is a party or because the director or
directors is present at the meeting of the Board that authorizes, approves, or
ratifies the contract or transaction, if the material facts as to the
transaction and as to the director's interest are fully disclosed or known to
the

                  (1) Shareholders and the contract or transaction is approved
                  by the Shareholders in good faith, with the shares owned by
                  the interested director or directors not being entitled to
                  vote; or

                  (2) Board, and the Board authorizes, approves, or ratifies the
                  contract or transaction in good faith by a sufficient vote
                  without counting the vote of the interested director or
                  directors, and the person asserting the validity of the
                  contract or transaction sustains the burden of proving that
                  the contract or transaction was just and reasonable as to the
                  Corporation at the time it was authorized, approved, or
                  ratified.

         Section 2. Common Directorships, Votes on Compensation. (a) A common
directorship does not alone constitute a material financial interest within the
meaning of this Article IX. A director is not interested, within the meaning of
this Article IX, in a resolution fixing the compensation of another director as
a director, officer, or employee of the Corporation, notwithstanding the fact
that the first director is also receiving compensation from the Corporation.

         (b) Interested or common directors may be counted in determining the
presence of a quorum at a meeting of the Board that authorizes, approves, or
ratifies a contract or transaction under this Article IX.

         Section 3. Transactions Involving Cross Directorships. A contract or
other transaction between the Corporation and a corporation or association of
which one or more directors of the Corporation are directors is neither void nor
voidable because the director or directors are present at the meeting of the
Board that authorizes, approves, or ratifies the contract or transaction, if the
material facts of the transaction and the director's other directorship are
fully disclosed or known to the Board and the Board authorizes, approves, or
ratifies the contract or transaction in good faith by a sufficient vote without
counting the vote of the common director or directors or the contract or
transaction is approved by the

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Shareholders in good faith. This Section 3 does not apply to contracts or
transactions covered by Section 1 of this Article IX.

                                    ARTICLE X

                               GENERAL PROVISIONS

         Section 1. Fiscal Year. The fiscal year of the Corporation shall
convene on the first day of January of each year, unless otherwise determined by
the Board.

         Section 2. Books and Records. A certified copy of the Articles of
Incorporation and the Bylaws shall be deposited in the name of the Corporation
in such bank or banks, trust company or trust companies or other institutions as
the Board shall designate by resolution. All checks or demands for the payment
of money and all notes and other instruments of a negotiable nature shall be
signed by the person designated by appropriate resolution of the Board or these
Bylaws.

         Section 3. Contracts. The Board may authorize any officer or officers
or agent or agents to enter into any contract or execute and deliver any
instrument in the name and on behalf of the Corporation, and such authority may
be general or confined to specific instances.

         Section 4. Loans. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board, and such authorization may be general
or confined to specific instances.

         Section 5. Saving Clause. In the event any provision of these Bylaws is
inconsistent with the Articles of Incorporation or the corporate laws of the
State of Alaska, such provision shall be invalid to the extent of such conflict;
and such conflict shall not affect the validity of all other provisions of these
Bylaws.

                                   ARTICLE XI

                                   AMENDMENTS

         Section 1. Amendment and Repeal. Except as otherwise provided by law,
the power to alter, amend or repeal these Bylaws and adopt new Bylaws will be
vested exclusively in the Board, provided that such action must be taken by a
vote of at least a simple majority of the whole Board.

         Section 2. Recordation. Whenever an amendment or new bylaw is adopted
and thereby made a part of the Bylaws, a copy of that bylaw will be kept in the
minute book with these Bylaws. If any position of the Bylaws is repealed, the
fact of such repeal and the

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date on which it occurred will be recorded in the minute book, and a copy of it
will be placed next to and include in these Bylaws.

         I, the undersigned being the Secretary of GENERAL COMMUNICATION, INC.,
hereby certify the foregoing to be the amended and revised Bylaws of the
Corporation, as adopted by the Board, on the 23rd day of April, 2004.



                            /s/
                            John M. Lowber, Secretary


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