(GCI Logo)

                             LETTER TO SHAREHOLDERS

                                 April 30, 2003

                     Re: 2003 Annual Meeting of Shareholders
                         of General Communication, Inc.


Dear Shareholder:

         The board of directors of General Communication, Inc. cordially invites
and encourages you to attend the annual meeting of shareholders of the Company.
The meeting will be held at Josephine's Restaurant on the 15th floor in the
Sheraton Hotel at 401 East 6th Avenue in Anchorage, Alaska at 6:00 p.m. (Alaska
Daylight Time) on Thursday, June 5, 2003. The board has chosen the close of
business on April 10, 2003 as the record date for determining the shareholders
entitled to notice of, and to vote at, the meeting. A reception for shareholders
will be held prior to the meeting from 5:00 p.m. to 6:00 p.m. at the site of the
meeting.

         Copies of the Notice of Annual Meeting of Shareholders, Proxy and Proxy
Statement are enclosed covering the formal business to be conducted at the
meeting. Also enclosed for your information is a copy of the Company's annual
report to shareholders in the form of the Company's Form 10-K for the year ended
December 31, 2002.

         At the meeting, the shareholders will be asked to elect individuals to
fill four positions on the board of directors, as a classified board as required
by the revised Bylaws of the Company, and to conduct other business as described
more fully in the Proxy Statement and as may properly come before the meeting.
Regardless of the number of shares you own, your careful consideration of and
vote on these matters is important.

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

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

                                           Sincerely,


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

                           GENERAL COMMUNICATION, INC.

                THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

              FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON

                                  JUNE 5, 2003

         The undersigned, having received the Notice of Annual Meeting and Proxy
Statement dated April 30, 2003 and holding Class A common stock, Class B common
stock, or Series B convertible, redeemable, accreting preferred stock of General
Communication, Inc. ("Company") of record determined as of April 10, 2003,
hereby appoints Ronald A. Duncan, on behalf of the board of directors of the
Company, and each of them, the proxy of the undersigned, with full power of
substitution, to attend that annual meeting of shareholders, to be held at
Josephine's Restaurant on the 15th floor in the Sheraton Hotel at 401 East 6th
Avenue in Anchorage, Alaska at 6:00 p.m. (Alaska Daylight Time) on Thursday,
June 5, 2003 and any adjournment or adjournments of that meeting. The
undersigned further directs those holders of this Proxy to vote at that annual
meeting, as specified in this Proxy, all of the shares of stock of the
undersigned in the Company, which the undersigned would be entitled to vote if
personally present, as follows:

    (1) To elect three directors, each for three-year terms, as part of Class II
        of the seven-member classified board of directors and to elect one
        director to complete the remaining two years of the three-year term in
        Class I of that board, as identified in this Proxy:


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

                  Class I:      Stephen A. Reinstadtler

                  Class II:     Stephen M. Brett
                                Ronald A. Duncan
                                Stephen R. Mooney

INSTRUCTIONS:

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

        Should the undersigned choose to mark this Proxy as withholding
authority to vote for one or more nominees as listed above, this Proxy will,
nevertheless, be used for purposes of establishing a quorum at the annual
meeting of shareholders.
<PAGE>
    (2) To transact in the proxyholder's discretion such other business as may
        come before that annual meeting of shareholders, including the approval
        (but not the ratification) of the minutes of the June 6, 2002 annual
        meeting of shareholders of the Company and other matters as described in
        the Proxy Statement. As of the record date, the Board was unaware of any
        other business to be brought at the meeting other than the approval of
        those minutes.

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


DATED:
       ------------------------    ----------------------------------------
                                   Signature of Shareholder
                                   Print Name:
                                               ----------------------------



                                   ----------------------------------------
                                   Signature of Shareholder
                                   Print Name:
                                               ----------------------------

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

        The board recommends a vote "for" proposal no. (1). This Proxy, when
properly executed, will be voted as directed. If no direction is made, it will
be voted "for" proposal no. (1). If any other business is properly presented at
the annual meeting, this Proxy will be voted in accordance with the best
judgment and discretion of the proxyholder.
<PAGE>
                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                           TO BE HELD ON JUNE 5, 2003
                                                                  April 30, 2003

To the Shareholders of
General Communication, Inc.

         NOTICE IS HEREBY GIVEN that, pursuant to the Bylaws of General
Communication, Inc. ("Company") and the call of the board of directors of the
Company, the annual meeting of shareholders of the Company, will be held at
Josephine's Restaurant on the 15th floor in the Sheraton Hotel at 401 East 6th
Avenue in Anchorage, Alaska at 6:00 p.m. (Alaska Daylight Time) on Thursday,
June 5, 2003. At the meeting, shareholders will consider and vote upon the
following matter:

            -   Electing three directors, each for three-year terms, as part of
                Class II of the seven-member classified board; and electing one
                director to complete the remaining two years of the three-year
                term in Class I of the classified board

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

         The above matter is more fully described in the accompanying Proxy
Statement. A reception for shareholders will precede the annual meeting,
commencing at 5:00 p.m.

         By resolution adopted by the board, the close of business on April 10,
2003 has been fixed as the record date for the annual meeting. Only holders of
shares of Class A common stock, Class B common stock and Series B convertible,
redeemable, accreting preferred stock of the Company of record as of that date
will be entitled to notice of and to vote at the annual meeting or any
adjournment or adjournments of it.

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

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

                                           BY ORDER OF THE BOARD OF DIRECTORS



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


                                 PROXY STATEMENT

                         ANNUAL MEETING OF SHAREHOLDERS
                           TO BE HELD ON JUNE 5, 2003


         This Proxy Statement is submitted with the Notice of Annual Meeting of
Shareholders of General Communication, Inc. ("Company") where the annual meeting
("Annual Meeting") is to be held at Josephine's Restaurant on the 15th floor in
the Sheraton Hotel at 401 East 6th Avenue in Anchorage, Alaska at 6:00 p.m.
(Alaska Daylight Time) on Thursday, June 5, 2003.

         This Proxy Statement, the Letter to Shareholders, Notice of Annual
Meeting, and the accompanying Proxy are first being sent or delivered to
shareholders of the Company on or about April 30, 2003. A copy of the Company's
Annual Report, in the form of the Company's Form 10-K for the year ended
December 31, 2002 ("Annual Report"), accompanies this Proxy Statement. See,
"Annual Report."


         DATED:  April 30, 2003
<PAGE>
<TABLE>
                                                  TABLE OF CONTENTS
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                              <C>
COMPANY ANNUAL MEETING............................................................................................3

MANAGEMENT OF COMPANY.............................................................................................7

CERTAIN TRANSACTIONS.............................................................................................29

OWNERSHIP OF COMPANY.............................................................................................39

LITIGATION AND REGULATORY MATTERS................................................................................44

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS.................................................................45

ANNUAL REPORT....................................................................................................45

FUTURE SHAREHOLDER PROPOSALS.....................................................................................46
</TABLE>



Page 2
<PAGE>
                             COMPANY ANNUAL MEETING

Voting Procedure

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

         Time and Place. The Annual Meeting will be held at Josephine's
Restaurant on the 15th floor in the Sheraton Hotel at 401 East 6th Avenue in
Anchorage, Alaska at 6 p.m. (Alaska Daylight Time) on Thursday, June 5, 2003. A
reception for shareholders will commence at 5 p.m. at that location.

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

         -    Electing three directors in Class II of the classified Board for
              three-year terms and electing one director to complete the
              remaining two years of the three-year term in Class I of the board

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

         Outstanding Voting Securities. Only holders of Class A and Class B
common stock and Series B preferred stock as of the record date for the Annual
Meeting ("Shareholders") will be entitled to notice of, and to vote at, the
Annual Meeting. The Board has chosen the close of business on April 10, 2003 as
the record date for the Annual Meeting ("Record Date"). As of the Record Date
and under its current Restated Articles of Incorporation ("Articles"), the
outstanding stock of the Company was divided into four categories:

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

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

         -    Series B preferred stock, for which the holder has limited voting
              rights

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

         On the Record Date, there were 51,698,828 shares of Class A common
stock and 3,874,107 shares of Class B common stock outstanding and entitled to
be voted at


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

         Voting Rights, Votes Required for Approval. At the Annual Meeting, a
simple majority of the issued and outstanding Company common stock and preferred
stock entitled to be voted as of the Record Date, represented in person or by
proxy, will constitute a quorum. As an example, since there were a total of
51,698,828 shares of Class A common stock, 3,874,107 shares of Class B common
stock and 16,995 shares of Series B preferred stock issued and outstanding and
entitled to be voted as of the Record Date, a quorum would be established by the
presence of Shareholders, directly or by proxy, holding at least 4,947,799
shares of Class A common stock, all 3,874,107 shares of Class B common stock,
and all 16,995 shares of Series B preferred stock. See "Certain Transactions:
Series B Agreement."

         Because of the ten-for-one voting power of the Class B common stock,
shares of that stock have a substantial impact on the voting power for purposes
of taking votes on matters addressed at the Annual Meeting. The total number of
votes to which Class A common stock (including the issued and outstanding Series
B preferred stock on an as-converted basis) and Class B common stock were
entitled as of the Record Date were 54,760,990 and 38,741,070 respectively.

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

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

         As of the Record Date, the number and percentage of outstanding shares
entitled to vote held by directors and executive officers of the Company and
their affiliates were 8,616,893 shares of Class A common stock (not including
the issued and outstanding Series B preferred stock on an as-converted basis),
constituting approximately 16.2% of the outstanding stock in that class,
2,263,573 shares of



Page 4
<PAGE>
Company Class B common stock, constituting approximately 58.4% of the
outstanding stock in that class, and all 16,995 shares of the outstanding Series
B preferred stock.

         Mr. Reinstadtler, management's nominee for the Class I position on the
Board, is proposed by the Board as a result of the Board's voluntary request to
the sole remaining holder of Company Series B preferred stock for a
recommendation to fill a vacancy on the Board. The vacancy was caused when the
previous director in that position, an employee and officer of an affiliate of
that holder, resigned for personal reasons unrelated to the Company. See,
"Management of Company: Rights of Holders of Series B Preferred Stock in
Nomination to, or Observer Status Regarding, the Board" and "Certain
Transactions: Series B Agreement."

         Delivery The Proxy Statement, Letter to Shareholders, Notice of Annual
Meeting and accompanying Board proxy ("Proxy") are first being sent or delivered
to Shareholders on or about April 30, 2003. A copy of the Company's Annual
Report, in the form of the Company's Form 10-K for the year ended December 31,
2002, accompanies this Proxy Statement.

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

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

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

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

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

         A Proxy executed in the form enclosed may be revoked by the Shareholder
signing the Proxy at any time before the authority granted under the Proxy is
exercised


Page 5
<PAGE>
by giving written notice to the Secretary of the Board, at the principal
executive offices of the Company as identified previously. See, within this
section, "- Voting Rights, Votes Required for Approval." The notice may also be
delivered to the Secretary prior to a vote using the Proxy at the Annual
Meeting. Thereafter, the Shareholder signing the Proxy may vote in person or by
other proxy as provided by the revised Bylaws of the Company in effect as of the
Record Date ("Bylaws"). The Shareholder signing the Proxy may also revoke that
proxy by a duly executed proxy bearing a later date.

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

Director Elections

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

         At the Annual Meeting, three individuals will be elected to positions
in Class II of the Board for three-year terms, and one individual will be
elected to a position in Class I of the Board to complete the remaining two
years of the three-year term in that class. The individuals so elected will
serve subject to the provisions of the Bylaws and until the election and
qualification of their respective successors.

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

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

         -    Stephen A. Reinstadtler (Class I)


Page 6
<PAGE>
         -    Stephen M. Brett (Class II)

         -    Ronald A. Duncan (Class II)

         -    Stephen R. Mooney (Class II)

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

Other Business

         Other matters, beyond the election of directors, which may be addressed
at the Annual Meeting consist of approval (but not the ratification) of the
minutes of the past annual shareholder meeting held on June 6, 2002, matters
incident to the conduct of the Annual Meeting, and other business as may
properly come before the Shareholders at that meeting. A vote for the adoption
of those minutes will be an affirmation that the minutes, as written, properly
reflect the proceedings of that meeting and the action taken at that meeting.
However, such a vote will not be an action constituting approval or disapproval
of the matters referred to in those minutes. While the Company was, as of the
Record Date, unaware of other matters of business to come before the meeting,
they could include election of a person to the Board for which a bona fide
nominee is named in this Proxy Statement and where that nominee is unable to
serve or for good cause will not serve, and matters proposed by Shareholders for
which the Company has not received timely notice.

         The Board intends to use discretionary voting authority given it under
the Bylaws and in compliance with Rule 14a-4(c) adopted under the Exchange Act
should any other matter come before the Annual Meeting.

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



                              MANAGEMENT OF COMPANY

Directors and Executive Officers

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


Page 7
<PAGE>
<TABLE>
<CAPTION>
         Name                                  Age    Position
         ----                                  ---    --------
         <S>                                   <C>    <C>
         Donne F. Fisher (1,2,3,4,5,6)         64     Chairman and Director

         Ronald A. Duncan (2,4,5,6)            50     President, Chief Executive Officer, Director, and Nominee

         John M. Lowber (1)                    53     Senior Vice President, Chief Financial Officer, Secretary,
                                                      and Treasurer

         G. Wilson Hughes                      57     Executive Vice President and General Manager

         William C. Behnke                     45     Senior Vice President-Strategic Initiatives

         Richard P. Dowling                    59     Senior Vice President-Corporate Development

         Dana L. Tindall                       41     Senior Vice President-Legal, Regulatory and Governmental
                                                      Affairs

         Stephen M. Brett (2,3,4,6,7)          62     Director and Nominee

         William P. Glasgow (1,2,3,4,5,6)      44     Director

         Stephen R. Mooney (2,3,4,5,6,7)       43     Director and Nominee

         Stephen A. Reinstadtler (1,2,3,4,6)   36     Director and Nominee

         James M. Schneider (2,3,4,6,7)        50     Director

<FN>
-------------------
1        Member of Finance Committee.

2        The present classification of the Board is as follows: (1) Class 1 -
         Mr. Reinstadtler, whose present term expires at the time of the 2005
         annual meeting; (2) Class II - Messrs. Brett, Duncan and Mooney whose
         present terms expire at the time of the Annual Meeting; and (3) Class
         III - Messrs. Fisher, Glasgow, and Schneider, whose present terms
         expire at the time of the 2004 annual meeting.

3        Member of the Option Committee.

4        Member of the Compensation Committee.

5        Member of the Executive Committee.

6        Member of the Nominating Committee.

7        Member of the Audit Committee.
-------------------
</FN>
</TABLE>

         Donne F. Fisher. Mr. Fisher has served as Chairman of the Board since
June 2002 and has served as a director of the Company since 1980. Mr. Fisher had
been a consultant to TCI since January 1996, and a director of TCI from 1980, to
March 1999 when TCI merged into AT&T Corp. From 1982 until 1996, he held various
executive officer positions with TCI and its subsidiaries. Mr. Fisher had served
on the


Page 8
<PAGE>
board of directors of most of TCI's subsidiaries through the years. He has
served on the Compensation Committees and the Audit Committees of both Liberty
Media and Sorrento Networks, Inc. Since 1999 he has managed his personal assets.
His present term as a director of the Company expires in 2004.

         Ronald A. Duncan. Nominee. Mr. Duncan is a co-founder of the Company
and has been a director of the Company since 1979. Mr. Duncan has served as
President and Chief Executive Officer of the Company since January 1, 1989. From
1979 through December 1988 he was the Executive Vice President of the Company.

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

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

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

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

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


Page 9
<PAGE>
         Stephen M. Brett. Nominee. Mr. Brett has served as a director of the
Company since his appointment by the Board in January 2001. He has been of
counsel to Sherman and Howard, a law firm, since January 2001. He served as
Senior Executive Vice President for AT&T Broadband from March 1999 to April
2000. Prior to that Mr. Brett served as Executive Vice President, General
Counsel and Secretary to Tele-Communications, Inc. ("TCI") from 1991 to March
1999.

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

         Stephen R. Mooney. Nominee. Mr. Mooney has served as a director of the
Company since his appointment by the Board in January 1999. He has been Vice
President of WorldCom, Inc. since February 1999. Prior to that, he held various
corporate development positions with MCI Communications Corporation and
MCImetro, Inc.

         Stephen A. Reinstadtler. Nominee. Mr. Reinstadtler has served as a
director of the Company since his appointment by the Board in December 2002.
From January 2002 to the present, he has been Managing Director of TD Capital,
an affiliate of Toronto-Dominion Bank Financial Group. He has held various
positions with TD Capital since July 1995. Prior to joining TD Capital, he was a
member of Toronto-Dominion Bank's media, telecommunications and technology group
from April 1994 to June 1995 where he was responsible for executing highly
leveraged debt transactions for leading media and communications companies. Mr.
Reinstadtler has 10 years of private equity and investment banking experience.
He is included in management's slate of nominees to the Board as a result of the
Board's voluntary inquiry to, and the response from, the sole remaining holder
of Company Series B preferred stock, an affiliate of TD Capital. His term as
director of the Company would expire in 2005. See, "Management of Company:
Voting Rights, Votes Required for Approval" and "-Rights of Holders of Series B
Preferred Stock in Nomination to, or Observer Status Regarding, the Board" and
"Certain Transactions: Series B Agreement."



Page 10
<PAGE>
         James M. Schneider. Mr. Schneider has served as a director of the
Company since July 1994. He has been Senior Vice President and Chief Financial
Officer for Dell Computer Corporation since March 2000. Prior to that, he was
Senior Vice President - Finance for Dell Computer Corporation from September
1998 to March 2000. Prior to that, from September 1996 to September 1998 he was
Vice President - Finance for that corporation. From September 1993 to September
1996, he was Senior Vice President for MCI Communications Corporation in
Washington, D.C. Mr. Schneider was with the accounting firm of Price Waterhouse
from 1973 to September 1993 and was a partner in that firm from October 1983 to
September 1993. His present term as a director of the Company expires in 2004.

Board of Directors and Executive Officers

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

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

         Under the terms of the issuance and sale of the Series B preferred
stock, so long as any shares of that stock remain outstanding, the Company must
cause its board of directors to include one seat, the nominee for which is to be
designated under terms of that sale. As of the Record Date, those specific terms
were not effective, although they could in the future become effective with the
issuance of additional Series B preferred stock to another holder or should the
present holder of the outstanding Series B preferred stock, Toronto-Dominion
Investments, Inc. ("Toronto-Dominion"), not be prohibited from participation in
the designation of that Board member by law or regulation, including the federal
Bank Holding Company Act.

         The Series B Agreement provides that, upon designation of an individual
by the holders of the Series B preferred stock, the Board must cause such
designated individual to be nominated for approval by the holders of Company
common stock at each meeting of shareholders of the Company at which directors
are to be elected. The Board is then expected, upon that nomination, to
recommend approval of that designated individual. In the event the holders of
the Company common stock shall fail to elect that designated individual, the
holders of Series B preferred stock will have the right to appoint an observer
to attend the meetings of the Board. Independent of that observer right, if at
any time the designee to the Board is not an employee of Toronto-Dominion or its
affiliates, then that investor would have an additional right to appoint an
observer to attend all meetings of the Board. See also, "Certain Transactions:
Series B Agreement."



Page 11
<PAGE>
Board and Committee Meetings

         During the year ended December 31, 2002, the Board had four committees:

         -    Audit Committee

         -    Compensation Committee

         -    Finance Committee

         -    Option Committee

Two additional committees were established by the Board in February 2003:
Executive Committee and Nominating Committee.

         Audit Committee. The Audit Committee is composed of Messrs. Brett,
Mooney and Schneider. All three members are considered by the Board to be
independent directors of the Board, and Messrs. Schneider and Mooney are
considered by the Board to be financial experts.

         Under Nasdaq Stock Market rules, to which the Company is subject, an
independent director is an individual other than an officer or employee of a
company or its subsidiaries or any other individual having a relationship which
the company's board believes would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director. Management believes
the Audit Committee is composed only of independent directors as previously
identified.

         The term "financial expert" as used to describe certain members of the
Audit Committee means a person who, through education and experience as a public
accountant or auditor, or as a principal financial officer, controller or
principal accounting officer, of a company that, at the time the person held
that position, was required to file reports pursuant to Section 13(a) or 15(d)
of the Exchange Act, or through experience in one or more positions that involve
the performance of similar functions, has the following attributes:

         -    Understanding of generally accepted accounting principles and
              financial statements

         -    Experience applying such generally accepted accounting principles
              in connection with accounting for estimates, accruals, and
              reserves that are generally comparable to the estimates, accruals,
              and reserves, if any, used in the Company's financial statements

         -    Experience with internal controls and procedures for financial
              reporting


Page 12
<PAGE>
         -    Understanding of audit committee functions

         The Audit Committee acts on behalf of the Board and oversees all
material aspects of the Company's reporting, control and audit functions. Its
role includes a particular focus on the qualitative aspects of financial
reporting to shareholders and on Company processes for management of business
and financial risk and for compliance with significant applicable legal,
ethical, and regulatory requirements. The committee's role also includes
coordination with other Board committees and maintenance of strong, positive
working relationships with management, external auditors, legal counsel and
other committee advisors. This committee is responsible for making
recommendations to the Board on conducting the annual audit of the Company and
its subsidiaries, including the selection of an external auditor to conduct the
annual audit and such other audits or accounting reviews of those entities as
the committee deems necessary. The committee is also responsible for reviewing
the plan or scope of an audit or review and the results of such audit or review
and carrying out other duties as delegated in writing by the Board. The Audit
Committee met one time during the year ended December 31, 2002.

         Executive Committee. The Executive Committee is composed of Messrs.
Fischer, Duncan, Glasgow and Mooney. The committee was established to manage and
operate the affairs of the Company between Board meetings, except to the extent
shareholder authorization is required by law, the Articles or Bylaws. The
Executive Committee has the power to perform or authorize any act that could be
done or accomplished by majority action of all the directors of the Company,
except as set forth in Section 5(b) of the Bylaws. Those exceptions are ones
expressly reserved to the Board by state law. The Executive Committee did not
meet during the period from its formation to the Record Date.

         Compensation Committee. The Compensation Committee is composed of the
entire Board. This committee establishes compensation policies regarding
executive officers and directors and makes recommendations to the Board
regarding such compensation, including establishing an overall cap on executive
compensation and setting performance standards for executive officer
compensation. The Compensation Committee met two times during the year ended
December 31, 2002.

         Finance Committee. The Finance Committee is composed of Messrs. Fisher,
Glasgow, Reinstadtler and Lowber. It is responsible for reviewing Company
finance matters from time to time and providing guidance to the Chief Financial
Officer regarding these matters. The Finance Committee did not meet during the
year ended December 31, 2002.

         Option Committee. The Option Committee is composed of Messrs. Brett,
Fisher, Glasgow, Mooney, Reinstadtler and Schneider. This committee administers
the Stock Option Plan and approves the grant of options pursuant to the plan.
The Option Committee met three times during the year ended December 31, 2002.



Page 13
<PAGE>
         Nominating Committee. Issues relating to filling of vacancies on the
Board and nominating persons for election to the Board in conjunction with
shareholder meetings are addressed by the full Board sitting as the Nominating
Committee. The Nominating Committee will consider nominees recommended by
shareholders of the Company. To be considered, such recommendations must be
submitted to the Company pursuant to the proceedings set forth elsewhere in the
Proxy Statement. See, "Future Shareholder Proposals." The Board, sitting as the
Nominating Committee, met one time during the year ended December 31, 2002.

         Board, Committee Attendance. The Board held five meetings during the
year ended December 31, 2002. All incumbent directors, as disclosed in this
Proxy Statement, attended 75% or more of the meetings of the Board and of
committees of the Board for which they individually were seated as directors,
with certain exceptions. Those exceptions are the following directors who only
attended a percentage of the meetings for which they were seated as indicated:
Mr. Fisher (60%); and Mr. Schneider (40%).

Director Compensation

         Board members waived and did not, and are not to, receive director fees
for the period from January through December 2002. During the period January
2003 through the Record Date, Board members did receive director fees. Effective
in 2003, the director fees are set at $2000 per director per quarter pro rated
based upon attendance at Board meetings during the quarter. However, directors
who serve on the Audit Committee each receive an additional director fee of
$2000 per director per quarter pro rated based upon attendance at committee
meetings. Directors affiliated with the Company through a business interest do
not receive any director fees. During the year ended December 31, 2002, the
directors on the Board received no other direct compensation for serving on the
Board and its committees. However, they were reimbursed for travel and
out-of-pocket expenses incurred in connection with attendance at meetings of the
Board and its committees.

Executive Compensation

         Summary Compensation. The following table sets forth certain
information concerning the cash and non-cash compensation earned during fiscal
years 2000, 2001 and 2002 by the Company's Chief Executive Officer and by each
of the four other most highly compensated executive officers of the Company or
its subsidiaries whose individual combined salary and bonus each exceeded
$100,000 during the fiscal year ended December 31, 2002 (collectively, "Named
Executive Officers").


Page 14
<PAGE>
<TABLE>
<CAPTION>
                                             SUMMARY COMPENSATION TABLE
                                                                                       Long-Term Compensation
                                        Annual Compensation                                     Awards
                              -----------------------------------------     ------------------------------------------------
                                                                            Restricted
 Name and Principal                                        Other Annual       Stock             Securities        All Other
                                      Salary       Bonus   Compensation       Awards            Underlying      Compensation
 Position                     Year      ($)         ($)        ($)              ($)           Options/SARs(#)     ($) (1,2)
 --------                     ----    -------     -------  ------------       ------          ---------------   ------------
 <S>                          <C>     <C>         <C>          <C>              <C>              <C>              <C>
 Ronald A. Duncan             2002    295,000      99,750      -0-              -0-              450,000           21,338
   President and Chief        2001    295,000     105,000      -0-              -0-              250,000 (3)       18,790
   Executive Officer          2000    288,746      90,000      -0-              -0-                  -0-           20,562

 William C. Behnke            2002    225,000      62,641      -0-              -0-              250,000            1,651
   Senior Vice President-     2001    200,000      41,662      -0-              -0-                  -0-            5,106
   Strategic Initiatives      2000    192,708      31,490      -0-              -0-              100,000            1,416

 G. Wilson Hughes             2002    173,959      75,177      -0-              -0-              200,000          155,957
   Executive Vice President   2001    150,000     129,162      -0-              -0-                  -0-          128,226
   and General Manager        2000    125,006      76,863      -0-              -0-              250,000          117,893

 John M. Lowber               2002    220,090      75,177      -0-              -0-              200,000          116,245
   Senior Vice President,     2001    175,000      64,162      -0-              -0-                  -0-          103,087
   Chief Financial Officer    2000    167,084      40,490      -0-              -0-              250,000           94,888
   and Secretary/Treasurer

 Dana L. Tindall              2002    247,917      75,177      -0-              -0-              200,000           25,792
   Senior Vice President-     2001    200,000      54,162      -0-              -0-                  -0-           76,629
   Regulatory, Legal and      2000    187,668      21,363      -0-              -0-              100,000           24,102
   Governmental Affairs
<FN>
-------------------
1        The amounts reflected in this column include accruals under deferred
         compensation agreements between the Company and the named individuals
         as follows: Mr. Hughes, $100,000 in 2000, $108,074 in 2001 and $132,932
         in 2002; and Mr. Lowber $67,925 in 2000, $73,775 in 2001, and $84,274
         in 2002. Mr. Hughes received a partial distribution of his deferred
         compensation account during 2002. The distribution included $132,932
         which was credited to his account during 2002 plus an additional
         $10,961 which had been credited and included under the "All Other
         Compensation" column in 2001. Does not include bonus agreement granted
         to Mr. Hughes in 2002. See, within this section, "-Hughes Bonus
         Agreement."


2        The amounts reflected in this column also include matching
         contributions under the Stock Purchase Plan as follows: Mr. Duncan,
         $20,000, $17,500, and $12,948 in 2002, 2001, and 2000, respectively;
         Mr. Hughes, $20,000, $17,500, and $12,689 in 2002, 2001, and 2000,
         respectively; Mr. Lowber, $18,625, $15,000 and $12,857 in 2002, 2001
         and 2000, respectively; and Ms. Tindall, $20,000, $17,500 and $15,000,
         in 2002, 2001 and 2000, respectively. Amounts shown for Mr. Duncan
         include premiums of $138, $90 and $90 under a term life insurance
         policy paid in 2002, 2001 and 2000, respectively. Amounts shown for Mr.
         Behnke include premiums of $90, $60 and $216, under a term life
         insurance policy paid in 2002, 2001 and 2000, respectively. Amounts
         shown for Mr. Hughes include premiums of $1,825, $1,452 and $1,334,
         under life insurance policies paid in each of 2002, 2001 and 2000,
         respectively. Amounts for Mr. Lowber include premiums of $138, $1,073
         and $899, under life insurance policies paid in each of 2002, 2001 and
         2000, respectively. Amounts shown for Ms. Tindall include premiums of
         $60, $60 and $54, under a term life insurance policy paid in 2002, 2001
         and 2000, respectively. Includes a waiver of accrued interest on
         January 1, 2003 on notes owed to the Company by Ms. Tindall and Mr.
         Lowber in the amounts of $1,419 and $12,007, respectively, accrued
         interest on January 1, 2002 of $7,869 and $12,039, respectively, and of
         interest on January 1, 2000 of $7,848 and $12,007, respectively.
         Includes $361 and $3,113 in 2002 for Mr. Behnke and Ms. Tindall,
         respectively, for the personal use of the Company's leased aircraft.
         Includes $6,324 and $2,670 in 2000 for Messrs. Duncan and Hughes,
         respectively, for the personal use of the Company's leased aircraft.
         Includes $3,846 of unused vacation time sold back to the Company by Mr.
         Behnke during 2001. Includes $50,000 of deferred compensation paid to
         Ms. Tindall during 2001. Amounts in this column further include $1,200
         of credit applied to services purchased from the Company by each of the
         Named Executive Officers for each year for their participation in the
         Company's quality assurance program extended to employees, generally.
         Amounts in this column do not include the cash surrender value of a
         life insurance policy in the amount of $603,509 which was distributed
         to Mr. Lowber during 2002. The policy premiums were paid out of
         proceeds credited to Mr. Lowber's deferred compensation account during
         the years 1992 through 1999 and had been included under the "All Other
         Compensation" column during those years.

3        Options were granted to a company owned by Mr. Duncan.
-------------------
</FN>
</TABLE>
Page 15
<PAGE>
Option/SAR Grants
<TABLE>
         The following table sets forth information on the individual grants of
stock options (whether or not in tandem with stock appreciation rights
("SARs")), and freestanding SARs made during the Company's fiscal year ended
December 31, 2002 to its Named Executive Officers. There were no tandem SARs or
freestanding SARs associated with the Company during this period.
<CAPTION>
                                       OPTION/SAR GRANTS IN LAST FISCAL YEAR

                                                                                           Potential Realizable
                                                                                         Value at Assumed Annual
                                                                                           Rates of Stock Price
                                                                                             Appreciation for
                                  Individual Grants                                             Option Term
----------------------------------------------------------------------------------     -----------------------------
                          Number of       % of Total
                          Securities     Options/SARs       Exercise
                          Underlying      Granted to          or
                         Option/SARs       Employees          Base
                         Granted (1)     in Fiscal Year     Price (2)    Expiration
Name                         (#)              (%)           ($/Share)       Date              5%($) (3)     10%($) (3)
----                    ------------     --------------    ----------    ----------           ---------     ----------
<S>                        <C>               <C>              <C>          <C>                <C>             <C>
Ronald A. Duncan           450,000           22.56            7.25         2/08/12            2,121,404       5,310,467

William C. Behnke          250,000           12.53            7.25         2/08/12            1,178,558       2,950,260

G. Wilson Hughes           200,000           10.03            7.25         2/08/12              942,846       2,360,208

John M. Lowber             200,000           10.03            7.25         2/08/12              942,846       2,360,208

Dana L. Tindall            200,000           10.03            7.25         2/08/12              942,846       2,360,208
<FN>
-------------------
1        Options in Class A common stock.

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

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

Page 16
<PAGE>
Option Exercise and Fiscal Year-End Values

         The following table sets forth information concerning each exercise of
stock options during the year ended December 31, 2002 by each of the Named
Executive Officers and the fiscal year-end value of unexercised options held by
each of them.
<TABLE>
<CAPTION>
                                           AGGREGATED OPTION/SAR EXERCISES
                                       IN LAST FISCAL YEAR AND FISCAL YEAR END
                                                  OPTION/SAR VALUES

                                                         Number of Securities              Value of Unexercised
                                                        Underlying Unexercised           In-the-Money Options/SARs
                                                    Options/SARs at Fiscal Year-End         at Fiscal Year-End
                                                                (#)                               ($) (1)
                                                    -------------------------------     ----------------------------
                       Shares
                      Acquired
                         on
                      Exercise        Value
Name                    (#)         Realized($)      Exercisable     Unexercisable      Exercisable    Unexercisable
----                  --------      -----------      -----------     -------------      -----------    -------------
<S>                    <C>           <C>               <C>              <C>               <C>             <C>
Ronald A. Duncan       300,000           -0-           250,000 (2)      150,000            52,500 (2)        -0-

William C. Behnke          -0-            --           195,425          310,000           162,671         12,600

G. Wilson Hughes       130,000       438,550            50,000          350,000            10,500         31,500

John M. Lowber          50,000        28,725           305,425          350,000           310,771         31,500

Dana L. Tindall            -0-            --           145,787          260,000            28,423         12,600
<FN>
-------------------
1        Represents the difference between the fair market value of the
         securities underlying the options/SAR and the exercise price of the
         options/SAR based upon the last trading price on December 31, 2002.

2        Options owned by a company owned by Mr. Duncan.
-------------------
</FN>
</TABLE>

Non-Qualified, Unfunded Deferred Compensation Plan

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

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



Page 17
<PAGE>
change of control or insolvency of the Company. Participants are general
unsecured creditors of the Company with respect to deferred compensation
benefits of the plan.

         During the year ended December 31, 2002 and up through the Record Date,
none of the Named Executive Officers had participated in this plan.

         Except as disclosed in this Proxy Statement, as of December 31, 2002
and the Record Date, there were no compensatory plans or arrangements, including
payments to be received from the Company, with respect to the Named Executive
Officers for the year ended December 31, 2002. This statement is limited to
situations where such a plan or arrangement resulted in or will result from the
resignation, retirement, or any other termination of a Named Executive Officer's
employment with the Company or its subsidiaries or from a change of control of
the Company or a change in that officer's responsibilities following a change in
control and where the amount involved, including all periodic payments or
installments, exceeded $100,000.

Long-Term Incentive Plan Awards

         The Company had no long-term incentive plan in operation during the
year ended December 31, 2002.

Performance Based EBITDA Incentive Compensation Plan

         The Company has adopted a Performance Based EBITDA Incentive
Compensation Plan ("Incentive Compensation Plan") to encourage increasing
EBITDA, i.e., earnings before income taxes, depreciation and amortization (as
defined in the plan), of its Alaska operations to a specified target by December
31, 2006. Participants are granted units which are valued in terms of a share of
Company Class A common stock. If the target EBITDA is achieved on or before
December 31, 2006, the awards vest. In this instance, each participant will be
entitled to receive, for each unit, the market value of a share of Company Class
A common stock on the date that such payment is made. Under the Incentive
Compensation Plan, 40% of the payment will be made in cash. The remaining 60%
may, at the Company's option, be paid either in cash or in restricted Company
Class A common stock. However, if stock is to be issued in payment to
participants, the Company is required to obtain shareholder approval of the
Incentive Compensation Plan prior to any such payment. Participants must be
employed by the Company on the date of payment in order to receive any
compensation pursuant to the plan. The EBITDA target will be adjusted for any
material acquisitions within the Alaska market. The award may be paid out
earlier if the Company is sold prior to the earlier of December 31, 2006 or
achievement of the EBITDA target.

         Units with respect to approximately 579,669 shares of Company Class A
common stock will be granted pursuant to the Incentive Compensation Plan.
Specified individuals of three groups of employees are eligible to participate
in the plan. They are


Page 18
<PAGE>
the chief executive officer of the Company and the general managers and senior
officers of the Company and its subsidiaries. Any payments to the general
manager group pursuant to the plan are included in EBITDA for purposes of
determining whether the EBITDA target for the senior officer group has been met.
One-half of the vested amount is valued and paid on the last day of the first
quarter of the year following vesting, with the balance paid one year later.

         The provisions of the Incentive Compensation Plan pertaining to the
chief executive officer are the same as for the other two groups, except any
payments to the general manager and senior officer groups under the plan are
included in EBITDA for purposes of determining whether the EBITDA target for the
chief executive officer has been met. One-half of the total amount earned will
be valued and paid on the last day of the first quarter of the year following
achievement of the target EBITDA goal. The remaining one-half will be paid as
deferred compensation. This amount will vest one-half on each of the first and
second anniversaries of the initial award. However, the chief executive officer
must be employed by the Company on such dates for vesting to be effective. No
amounts were charged to expense during 2002 under the Incentive Compensation
Plan.

Stock Purchase Plan

         In December 1986, the Company adopted a Qualified Employee Stock
Purchase Plan which has been subsequently amended from time to time ("Stock
Purchase Plan"). The plan is qualified under Section 401 of the Internal Revenue
Code. All employees of the Company, who have completed at least one year of
service, are eligible to participate in the plan. Eligible employees may elect
to reduce their taxable compensation in any even dollar amount up to 12% of such
compensation for employees earning more than $90,000 per year and up to 50% of
such compensation, both up to a maximum per employee of $12,000 for 2003.
Employees may contribute up to an additional 10% of their compensation with
after-tax dollars. Starting in calendar year 2002, participants over the age of
fifty may make additional elective contributions to their accounts in the plan
pursuant to a schedule set forth in the Internal Revenue Code.

         Subject to certain limitations, the Company may make matching
contributions of common stock for the benefit of employees. Such a contribution
will vest in increments over the first six years of employment. Thereafter, they
are fully vested when made. No more than 10% of any one employee's compensation
will be matched in any year. Except for additional elective contributions made
by participants over age 50, the combination of salary reductions, after-tax
contributions and Company matching contributions for any employee cannot exceed
the lesser of $40,000 or 25% of such employees' compensation (determined after
salary reduction) for any year.

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


Page 19
<PAGE>
Corp., AT&T Wireless Services, Inc., and Comcast Corporation, and shares of
various identified mutual funds.

         Employee contributions invested in Company common stock are eligible to
receive up to 100% Company matching contributions in common stock as determined
by the Company each year. Employee contributions that are directed into
investments other than Company common stock are eligible to receive Company
matching contributions of up to 50%, as determined by the Company each year, for
the purchase by or otherwise issuance to the Plan of additional shares of common
stock of the Company. All contributions are invested in the name of the plan for
the benefit of the respective participants in the plan. For contributions made
after December 31, 2002, the participants do not have disposition power with
respect to the Company shares allocated to their accounts. The shares are voted
by the individual participants of the plan.

         The Stock Purchase Plan is administered through a plan administrator
(currently Alfred J. Walker), and the plan's committee is appointed by the
Board. The assets of the plan are invested from time to time by the trustee at
the direction of the plan's committee, except that participants have the right
to direct the investment of their contributions to the Stock Purchase Plan
(although an election to invest in Company common stock after December 31, 2002
is generally irrevocable). The plan administrator and members of the plan's
committee are all employees of the Company or its subsidiaries. The plan's
committee has broad administrative discretion under the terms of the plan.

         As of the Record Date, there remained 3,719,424 shares of Class A and
464,041 shares of Class B common stock allocated to the plan and available for
issuance by the Company or otherwise acquisition by the plan for the benefit of
participants in the plan.

Stock Option Plan

         In December 1986, the Company adopted a stock option plan which has
been amended from time to time and presently is the Company's Amended and
Restated 1986 Stock Option Plan ("Stock Option Plan").

         Under the Stock Option Plan, the Company is authorized to grant
non-qualified options to purchase shares of Class A common stock to selected
officers, directors and other employees of, and consultants or advisors to, the
Company and its subsidiaries. The number of shares of Class A common stock
allocated to the Stock Option Plan was increased by 2 million shares to 10.7
million shares at the Company's 2002 annual meeting. The number of shares for
which options may be granted is subject to adjustment upon the occurrence of
stock dividends, stock splits, mergers, consolidations and certain other changes
in corporate structure or capitalization.


Page 20
<PAGE>
         As of the Record Date, 6,821,366 shares were subject to outstanding
options under the Stock Option Plan, 3,537,777 shares had been issued upon the
exercise of options under the plan and 340,857 shares remained available for
additional grants under the plan.

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

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

Equity Compensation Plan Information

         The Stock Option Plan was initially approved by the Company's
shareholders in 1986. The Company does not have any equity compensation plans
other than the Stock Option Plan approved by its shareholders, with the
exception of one-time grants of warrants or options made by the Board from time
to time in exchange for services.

         The following table sets forth information regarding the number of
shares of Company common stock that may be issued pursuant to the Company's
equity compensation plans or arrangements as of December 31, 2002. The
recipients of these grants are selected officers, directors and employees of,
and consultants or advisors to, the Company and its subsidiaries in exchange for
consideration in the form of goods or services (as described in Financial
Accounting Standards No. 123, Accounting for Stock-Based Compensation).



Page 21
<PAGE>
<TABLE>
                                   EQUITY COMPENSATION PLAN INFORMATION
                                         AS OF DECEMBER 31, 2002
<CAPTION>
                                                                                           Number of Securities
                                                                                          Remaining Available for
                               Number of Securities To Be   Weighted-Average Exercise      Future Issuance under
                                 Issued Upon Exercise of       Price of Outstanding      Equity Compensation Plans
                                  Outstanding Options,        Options, Warrants and        (excluding securities
         Plan Category           Warrants and Rights (a)            Rights (b)           reflected in column (a))(c)
         --------------          -----------------------    -------------------------    ---------------------------
  <S>                                   <C>                            <C>                         <C>
  Equity compensation plans
    approved by security
         holders (1)                    6,821,366                      $6.33                       340,857

  Equity compensation plans
  not approved by security
         holders (2)                      291,667                      $6.00                           -0-

           Total:                       7,113,033                      - - -                       340,857
<FN>
-------------------
1        Stock Option Plan.

2        Messrs. Duncan, Hughes, Behnke, and Dowling and two other Company
         employees have accumulated deferred compensation account balances that
         have been denominated in shares of Company Class A common stock. The
         Company has acquired shares of its Class A common stock in the open
         market or in private transactions over the years to fund the ultimate
         payment of the deferred amounts. A total of 338,254 shares, of which
         all but 34,302 shares have vested, are owned in the Company's name and
         are being held in treasury pending distribution.
-------------------
</FN>
</TABLE>

Hughes Bonus Agreement

         In consideration for agreeing to continue his employment until December
31, 2004, the Company in December 2002 granted Mr. Hughes the right to use
certain Company-owned real estate for two weeks each year from January 1, 2005
to December 31, 2034. Mr. Hughes may elect at any time to receive a cash bonus
in lieu of the foregoing equal to $275,000 plus interest accrued at the rate of
3% per annum for the period between January 1, 2002 and the date on which the
option to elect such cash payment is exercised. The bonus vests on December 31,
2004, provided Mr. Hughes has continued full-time employment with the Company
until that date or should he die, become disabled or terminate his employment
for health reasons prior to that date. Should the Company intend to convey such
real estate to a third party, Mr. Hughes would have the right to acquire certain
property adjoining that real estate or, unless he should exercise the cash
option previously described, be paid an amount equal to $275,000 plus accrued
interest at the rate of 3% per annum for the period from January 1, 2002 to the
date on which that option is exercised.

Report on Repricing of Options/SARs

         During the year ended December 31, 2002, the Company did not adjust or
amend the exercise price of stock options or SARs previously awarded to any of
the Named Executive Officers, whether through amendment, cancellation or
replacement grants, or any other means.


Page 22
<PAGE>
Compensation Committee Interlocks and Insider Participation

         The Compensation Committee is composed of the entire Board, i.e.,
Messrs. Brett, Duncan, Fisher, Glasgow, Mooney, Reinstadtler, and Schneider, and
the relationships of them to the Company are described elsewhere in this Proxy
Statement. See, "Management of Company: Directors and Executive Officers";
"Ownership of Company"; and "Certain Transactions." During the year ended
December 31, 2002, Mr. Duncan (a Named Executive Officer) participated in
deliberations of the Compensation Committee concerning executive officer
compensation other than deliberations concerning his own compensation.

Compensation Committee Report on Executive Compensation

         The duties of the Compensation Committee are as follows:

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

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

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

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

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

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

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

              -    Comprehending a senior executive officer's total compensation
                   package

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



Page 23
<PAGE>
              -    Paying close attention to salary, bonuses, individual
                   insurance and health benefits, perquisites, loans made or
                   guaranteed by the Company, special benefits to specific
                   executive officers, individual pensions, and other retirement
                   benefits

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

         -    Strive to make the compensation plans of the Company simple, fair,
              and structured so as to maximize shareholder value

         For the year ended December 31, 2002, the duties of the Compensation
Committee in the area of executive compensation specifically included addressing
the reasonableness of compensation paid to executive officers. In doing so, the
committee took into account how compensation compared to compensation paid by
competing companies as well as the Company's performance and available
resources.

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

         In February 2002, the Compensation Committee, using as a guide the
Incentive Compensation Plan, established compensation levels for 2002 for all
senior corporate officers, including the Named Executive Officers. Also at that
time the Compensation Committee established structured annual incentive bonus
agreements with Mr. Duncan and with each of several of its senior and other
executive officers, including Messrs. Behnke, Hughes and Lowber, and Ms.
Tindall. The agreements included the premise that the Company's performance, or
that of a division or subsidiary, as the case may be, for purposes of
compensation would be measured by the Compensation Committee against goals
established at that time and were reviewed and approved by the Board. The goals
included targets for revenues and cash flow standards for the Company or the
relevant division or subsidiary. Targeted objectives were set and measured from
time to time by the Compensation Committee. Other business achievements of the
Company obtained through the efforts of an executive officer were also taken
into consideration in the evaluation of performance. Performances were evaluated
and bonuses were issued as described elsewhere in this section. See, within this
section, "- Executive Compensation."

         During the year ended December 31, 2002 the Compensation Committee
monitored and provided direction for the Stock Purchase Plan and Stock Option
Plan. In addition, the Compensation Committee reviewed compensation levels of
members of management, evaluated the performance of management, and considered



Page 24
<PAGE>
management succession and related matters. The Compensation Committee reviewed
in detail all aspects of compensation for the Named Executive Officers and other
executive officers of the Company and its subsidiaries.

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

Audit Committee Report

         The Audit Committee has reviewed and discussed with management the
Company's audited financial statements for the year ended December 31, 2002. In
addition, the committee has discussed with KPMG LLP, the Company's independent
auditors for that year, the matters required to be discussed by Statement of
Accounting Standard 61. Those matters consisted of the auditors discussing with
the committee the auditors' judgment about the quality, not just acceptability,
of the Company's financial reporting.

         The committee has received a letter dated February 26, 2003 from KPMG
LLP, as required by Independence Standards Board Standard No. 1, and discussed
with those auditors their independence from the Company. The letter addressed
all relationships with the Company that could affect the auditors' independence
and stated that, for the period from January 1, 2002 through January 17, 2003,
KPMG LLP considered itself as independent accountants with respect to the
Company. The Audit Committee has concluded that the services provided by KPMG
LLP, other than for the audit of the Company's annual financial statement for
the year ended December 31, 2002 and reviews of financial statements included in
the Company's Forms 10-Q for that year, are compatible with maintaining KPMG
LLP's independence regarding the Company.

         Based upon these reviews and discussions, the Audit Committee has
recommended to the Board that the audited financial statements for the year
ended December 31, 2002 should be included in the Company's Annual Report on
Form 10-K.

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

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



Page 25
<PAGE>
         In May 2000, the Board adopted an Audit Committee Charter which sets
forth parameters for the operation of the Audit Committee. These parameters
include the role of the Audit Committee, and its membership prerequisites,
operating principles, meeting frequency requirements, shareholder report
requirements, relationship with external auditors, primary responsibilities, and
other matters relating to it. As of the Record Date, the charter remained
unchanged since its adoption by the Board in 2000.

Performance Graph

         The following graph includes a line graph comparing the yearly
percentage change in the Company's cumulative total shareholder return on its
Class A common stock during the five-year period from December 31, 1997 through
December 31, 2002. This return is measured by dividing (1) the sum of (a) the
cumulative amount of dividends for the measurement period (assuming dividend
reinvestment, if any) and (b) the difference between the Company's share price
at the end and the beginning of the measurement period, by (2) the share price
at the beginning of that measurement period. This line graph is compared in the
following graph with two other line graphs during that five-year period, i.e., a
market index and a peer index.

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

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

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


Page 26
<PAGE>
Class B common stock is readily convertible into Class A common stock by request
to the Company.


Page 27
<PAGE>

                    Comparison of Five-Year Cumulative Return
                Performance Graph for General Communication, Inc.













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

--------------------------------------------------------------------------------------------------------------------

                                                          Nasdaq Stock Market                   Nasdaq
     Measurement Period                                      Index for U.S.               Telecommunications
   (Fiscal Year Covered)            Company ($)              Companies ($)                    Stock ($)
----------------------------- ------------------------ --------------------------- ---------------------------------
        <S>                           <C>                        <C>                            <C>
        FYE 12/31/97                  100.0                      100.0                          100.0

        FYE 12/31/98                   61.3                      141.0                          165.0

        FYE 12/31/99                   66.0                      261.5                          295.0

        FYE 12/31/00                  105.7                      157.4                          125.7

        FYE 12/31/01                  128.8                      124.9                           84.2

        FYE 12/31/02                  101.3                       86.3                           38.8
<FN>
-------------------
1        The lines represent monthly index levels derived from compounded daily
         returns that include all dividends.

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

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

4        The index level for all series was set to $100.00 on 12/31/97.

-------------------
</FN>
</TABLE>


Page 28
<PAGE>
Legal Proceedings

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

Section 16(a) Beneficial Ownership Reporting Compliance

         During the year ended December 31, 2002, there were failures to file
with the Securities and Exchange Commission Forms 3 (Initial Statement of
Beneficial Ownership of Securities) and 4 (Change in Beneficial Ownership
Report) on a timely basis as required under Section 16(a) of the Exchange Act.
That is, the Company filed a Form 4 on behalf of Mr. Duncan on March 18, 2002
which should have been filed on or before March 10, 2002 and a Form 4 on behalf
of Mr. A.J. Walker, Chief Accounting Officer for the Company on July 12, 2002
which should have been filed on or before June 10, 2002. In addition, a Form 3
filed by Mr. Reinstadler should have been filed within ten days of his
appointment to the Board on December 5, 2002, and it was not filed until March
11, 2003.

                              CERTAIN TRANSACTIONS

Series B Agreement

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

         As of the Record Date, Toronto-Dominion was the sole remaining holder
of Series B preferred stock. In April 2002 the Company and Toronto-Dominion
agreed to several amendments to, or waiver of rights in, the Series B Agreement.
These changes are noted in the following description of the Series B Agreement
("Amended Series B Agreement"). The Amended Series B Agreement expressly
provides that, except for the amendments set forth in that amendment, the Series
B Agreement remains unchanged and in full force and effect.

         The Series B Agreement includes specific rights of holders of the
Series B preferred stock, including dividend rights, liquidation rights,
redemption rights, voting rights, and conversion rights. It also sets forth the
terms of the sale of the stock and representations and warranties of the
parties, and includes other rights of the holders of the stock, including
registration rights granted to the investors.



Page 29
<PAGE>
         The Series B Agreement provides that the shares of Series B preferred
stock must be ranked senior to all other classes of equity securities of the
Company. Under that agreement, as amended, the holders of the Series B preferred
stock will receive dividends at the rate of 8.5% of a liquidation preference
payable semiannually, in cash, or, prior to May 1, 2003, in additional
fully-paid shares of Series B preferred stock. The Series B Agreement also
includes that, should the Company be permitted to issue equity redeemable at the
option of the holder, the parties to the agreement would agree to enter into
appropriate amendments to the offering to permit the holders to demand
redemption at any time after the fourth anniversary of the issuance of the
Series B preferred stock. The liquidation preference specified in the Series B
Agreement is $1,000 per share, plus accrued but unpaid dividends and fees. In
2000, the Alaska legislature enacted revisions to the Alaska Corporations Code
to allow an Alaska corporation, e.g., the Company, to issue such redeemable
equity. As of the Record Date, the Series B Agreement had not been amended to
include these redemption provisions.

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

         The Series B Agreement provides that the Series B preferred stock is
convertible at any time into shares of Company Class A common stock with a
conversion price of $5.55 per share. The terms include, in the event the Company
is unable or unwilling to redeem the Series B preferred stock subject to the
terms of the mandatory redemption, the investors will have the option to convert
their Series B preferred stock into Company Class A common stock. The terms
further include that the shares of Series B preferred stock are exchangeable, in
whole but not in part, at the Company's option into subordinated debt with terms
and conditions comparable to those governing the Series B preferred stock.



Page 30
<PAGE>
         The Series B Agreement provides that holders of the Series B preferred
stock will have the right to vote on all matters presented for vote to holders
of common stock on an as-converted basis. Additionally, the agreement requires,
as long as shares of Series B preferred stock are outstanding and unconverted,
that its holders have the right to vote, as a class, and the Company must obtain
the written consent of holders of a majority (at least 80% for the first three
items) of that stock to take any of the following actions:

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

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

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

         -    Liquidate or dissolve the Company

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

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

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

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


Page 31
<PAGE>
superior to the shares of the class. In this instance at least a simple majority
of the outstanding shares, by class, would be required to approve the article
amendment.

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

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

         The holders of Series B preferred stock have other rights with respect
to membership on the Board or observing status at Board meetings as described
elsewhere in this Proxy Statement. See, "Management of Company: Rights of
Holders of Series B Preferred Stock in Nomination To or Observer Status
Regarding the Board."

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

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




WorldCom Agreements

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



Page 32
<PAGE>
         -    Under the WorldCom Traffic Carriage Agreement, the Company agreed
              to terminate all Alaska-bound WorldCom long distance traffic, to
              handle its toll-free 800 traffic originating in Alaska and
              terminating in the lower 49 states, its calling card customers
              when they are in Alaska, and its Alaska toll-free 800 traffic, and
              to provide data circuits to WorldCom as required

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

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

         -    An officer or an employee of WorldCom (Mr. Mooney) serves as a
              director of the Company. See, "Management of Company: Directors
              and Executive Officers."

         -    In June 2000 the Company granted stock options to certain of its
              directors or the company for which each may have been employed
              (options to Mr. Mooney were made to WorldCom Ventures, Inc., a
              wholly-owned indirect subsidiary of WorldCom). See, "Management of
              Company: Director Compensation."

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

         On July 21, 2002 WorldCom and substantially all of its active U.S.
subsidiaries filed voluntary petitions for reorganization under Chapter 11 of
the U.S. Bankruptcy Code in the U.S. Bankruptcy Court. Chapter 11 allows a
company to continue operating in the ordinary course of business in order to
maximize recovery for the company's creditors and shareholders. The filings have
enabled WorldCom to continue to conduct business while it develops a
reorganization plan. Payments by WorldCom to the Company under the above
referenced agreements are subject to these bankruptcy proceedings. The Company
has established a bad debt reserve for uncollected


Page 33
<PAGE>
balances due from WorldCom as of July 21, 2002 as further discussed in the
Annual Report. As of the Record Date, WorldCom was current on payments under
those agreements subsequent to that date. However, no assurance can be given
that such payments will be made timely, if at all, in the future.

         The stock issued by the Company in the Kanas Telecom transaction is
convertible, redeemable accreting Series C preferred stock valued at $10
million. The Series C preferred stock is convertible at $12 per share into
Company Class A common stock, is non-voting and pays a 6% per annum quarterly
cash dividend. Each share of the Series C preferred stock is convertible into a
number of shares of Class A common stock equal to the liquidation preference
divided by the conversion price. The Company may redeem the Series C preferred
stock at any time in whole but not in part. Redemption is required at any time
after the fourth anniversary date at the option of holders of 80% of the
outstanding shares of the Series C preferred stock. The redemption price is
$1,000 per share plus the amount of all accrued and unpaid dividends, whether
earned or declared, through the redemption date. In the event of a liquidation
of the Company, the holders of Series C preferred stock are entitled to be paid
an amount equal to the redemption price before any distribution or payment is
made upon the Company's common stock or shares of preferred stock issued
subsequent to the issuance of the Series C preferred stock which by the terms of
its issuance is junior to the Series C preferred stock. The Company's Series B
preferred stock is senior to the Series C preferred stock. As of the Record
Date, the redemption amount for the Series C preferred stock was $1,001.64

         Revenues attributed to the WorldCom Traffic Carriage Agreement in 2002
were approximately $73.6 million, or approximately 20% of total revenues.
Payments by the Company to WorldCom under the Company Traffic Carriage Agreement
in 2002 were approximately $6.4 million, or approximately 5.2% of total cost of
sales and services. The WorldCom Traffic Carriage Agreement provides for a term
to March 2006, subject to its reaffirmation during the bankruptcy proceedings.

Duncan Leases

         The Company entered into a long-term capital lease agreement ("Duncan
Lease") in 1991 with a partnership in which Mr. Duncan, the President and Chief
Executive Officer and a director of the Company, held a 50% ownership interest.
Mr. Duncan sold his interest in the partnership in 1992 to Dani Bowman, who
later became Mr. Duncan's spouse. However, Mr. Duncan remains a guarantor on the
note which was used to finance the acquisition of the property subject to the
Duncan Lease. That property consists of a building presently occupied by the
Company. The original Duncan Lease term was 15 years with monthly payments of
$14,400, increasing in $800 increments at each two-year anniversary of the
lease, beginning in 1993.

         As of the Record Date, the monthly payments were $18,400 plus $1,600 as
described below. The Duncan Lease provided that if the property was not sold
prior to



Page 34
<PAGE>
the end of the tenth year of the lease, the partnership would pay to the Company
the greater of one-half of the appreciated value of the property over
$1,035,000, or $500,000. The Company received payment of $500,000 in the form of
a note in February 2002. The property subject to the Duncan Lease was
capitalized in 1991 at the partnership's cost of $900,000, and the Duncan Lease
obligation was recorded in the consolidated financial statements of the Company.
See, "Annual Report."

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

         In January 2001 the Company entered into an aircraft operating lease
agreement with a company owned by Mr. Duncan. The lease agreement is
month-to-month and may be terminated at any time upon 120 days written notice.
Upon executing the lease agreement, the lessor was granted an option to purchase
250,000 shares of Company Class A common stock at $6.50 per share, all of which
were fully exercisable as of the Record Date. The Company paid a deposit of $1.5
million to the lessor in connection with the lease agreement. The deposit will
be repaid to the Company upon the earlier of 6 months after the lease terminates
or 9 months after the date of a termination notice as provided in the lease
agreement. Effective in January 2002 the lease payment was increased to $50,000
per month and the lessor agreed to repay the deposit upon termination of the
lease. The Company agreed to allow the lessor, at its option, to repay the
deposit with Company common stock, assuming such repayment did not violate any
covenants in the Company's preferred stock agreements or credit facilities.



Indebtedness of Management

         Under the federal Sarbanes-Oxley Act of 2002 which became law on July
30, 2002, public companies, e.g., the Company, cannot extend, maintain or
arrange credit to, for, or on behalf of its executive officers and directors.
Loans made before July 29, 2002 are grandfathered, i.e., allowed to remain
effective. However, material modifications of grandfathered loans are
prohibited. The several existing loans to the


Page 35
<PAGE>
Named Executive Officers are subject to these provisions of the act and must be
paid off in accordance with their terms.

         A significant portion of the compensation paid to executive officers of
the Company is in the form of stock options. Because insider sales of capital
stock of the Company upon exercise of such options might have a negative impact
on the price of the Company's common stock, the Board had encouraged executive
officers of the Company not to exercise stock options and sell the underlying
stock to meet personal financial requirements. The Company had instead extended
loans to such executive officers. As of the Record Date, total indebtedness of
management was $10,205,916 (including accrued interest of $1,218,189),
$1,584,983 in principal amount of which was secured by shares or options,
$150,000 of which was otherwise secured by collateral of the borrowers, and
$7,252,744 of which was unsecured.

         The largest aggregate principal amount of indebtedness owed since
January 1, 2002 through the Record Date, and the amount of principal and accrued
interest that remained outstanding as of the Record Date were as follows.
<TABLE>
<CAPTION>
                                            Largest
                                           Aggregate             Principal Amount       Interest Amount
                                        Principal Amount        Outstanding as of      Outstanding as of
           Name                           Outstanding ($)        Record Date ($)        Record Date ($)
           ----                         ---------------          ---------------        ---------------
           <S>                              <C>                     <C>                     <C>
           Ronald A. Duncan                 4,922,500               4,922,500               547,790

           G. Wilson Hughes                 1,486,763               1,486,763               102,555

           William C. Behnke                  933,426                 933,426               155,204

           Richard P. Dowling               1,275,981               1,275,981               357,792

           John M. Lowber                     369,058                 369,058                54,846

           Dana L. Tindall                     85,000                     -0-                   -0-
</TABLE>
         Mr. Duncan's loans were made for his personal use and to exercise
rights under stock option agreements. The loans accrue interest at the prime
rate as published in the Wall Street Journal, are unsecured, and become due in
the amount of $750,000 on each of December 31, 2003 through 2007, with any
remaining balance due on February 8, 2007, together with accrued interest. The
loan agreement included a provision that allowed a $500,000 payment, that would
otherwise have been due on December 31, 2002, to be extended to February 8, 2007
in exchange for a payment of $25,000. The payment date was extended in return
for Mr. Duncan's payment of $25,000 to the Company on December 31, 2002. The
amounts due may be paid in either cash or stock. Payments in stock will be
valued at the closing price of the stock on the date of payment. Payments in
stock are subject to the covenants in the Company's preferred stock agreements
and credit facilities.


Page 36
<PAGE>
         In addition to the previously described indebtedness of Mr. Duncan,
during 2000 and 2001 the Company made payments to others on behalf of Mr. Duncan
in the amount of $24,497 and $348,605, respectively. The amount of these
payments by the Company during 2002 and through the Record Date came to $6,946.
The payments bear no interest, and the Company was reimbursed by Mr. Duncan for
them. A credit balance of $9,605 due Mr. Duncan remained outstanding as of the
Record Date.

         Mr. Hughes' loans were made for his personal use and to exercise rights
under stock option agreements. The loans accrue interest at the Company's
variable rate under the Company's senior credit facility, are unsecured, and
become due together with accrued interest through December 3, 2006.

         In addition to the previously described indebtedness of Mr. Hughes,
during 2000 and 2001 the Company made payments to others on behalf of Mr. Hughes
in the amount of $6,324 and $1,155. The amount of these payments by the Company
during 2002 and through the Record Date came to $970. The payments bear no
interest, and the Company expects to be reimbursed by Mr. Hughes for them. $41
remained outstanding as of the Record Date.

         Mr. Behnke's loans were made for his personal use and to exercise
rights under stock option agreements with the Company. Mr. Behnke's notes in the
amount of $474,424 are unsecured, while the balance of the notes are secured by
Company Class A common stock. Mr. Behnke's loans bear interest at the Company's
variable rate under the Company's senior credit facility and, in one case, at 9%
per annum. The notes are due, together with accrued interest, in November and
December 2006.

         Should the Company elect to terminate Mr. Behnke's employment, other
than for cause, prior to November 1, 2004, the Company would forgive any
remaining balance of principal and interest associated with the September and
November 1999 borrowings totaling $300,000 in principal amount.

         Of the amount owed by Mr. Dowling at the Record Date, all but $150,000
in principal amount is secured by 160,297 shares of Class A common stock and
74,028 shares of Class B common stock. On May 17, 2000, the Company advanced
$150,000 to Mr. Dowling for his personal requirements. The loan was secured by a
second deed of trust on real property. Mr. Dowling's loans are payable in full
through December 31, 2006 and bear interest at the Company's variable rate under
its senior credit facility.

         The loans to Mr. Lowber were made for his personal use and to exercise
rights under stock option agreements. Notes in the principal amount of $184,058
bear interest at the Company's variable rate under its senior credit facility,
and the remaining principal amount of $185,000 bears interest at a rate of 6.49%
per annum. So long as Mr. Lowber remains in the employ of the Company, the
accrued interest on the $185,000 note is to be waived at the beginning of each
year. The loans are unsecured and are due through June 30, 2006.


Page 37
<PAGE>
         The Company loaned Ms. Tindall $85,000 in September 2001 for her
personal requirements. The loan was unsecured, provided for interest at the
Company's variable rate under its senior credit facility, and was to be due on
December 31, 2003. The note was repaid in September 2002.

Registration Rights Agreements

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

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

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

         Both of these persons are significant shareholders of the indicated
classes or series of Company stock. For example, Toronto-Dominion is the holder
of all 16,995 shares outstanding of the Series B preferred stock. For holdings
of other classes and series see, "Ownership of Company - Principal
Shareholders." As of the Record Date, none of these persons or their affiliates,
other than those identified elsewhere in this Proxy Statement, were directors,
officers, nominees for election as directors, or members of the immediate family
of such directors, officers, or nominees of the Company.

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

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

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

         The Registration Rights Agreement between the Company and WorldCom,
dated June 30, 2001, specifically requires the Company to effect no more than
four


Page 38
<PAGE>
demand registrations at the request of WorldCom and an unlimited number of
opportunities to include its Registerable Shares in other Company security
registrations. However, each registration request by WorldCom must include
Registerable Shares having an aggregate market value equal to or more than $1.5
million.

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

                              OWNERSHIP OF COMPANY

Principal Shareholders

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

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

         -    Each director of the Company

         -    Each of the Named Executive Officers

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

All information with respect to beneficial ownership has been furnished to the
Company by the respective shareholders of the Company.
<TABLE>
<CAPTION>
                                              Amount and
                                               Nature of                                             % Combined
                                              Beneficial                      % of Total Shares        Voting
Name and Address of              Title of    Ownership (2)                       Outstanding           Power
Beneficial Owner (1)             Class (2)       (#)         % of Class (2)   (Class A & B) (2)   (Class A & B) (2)
--------------------             ---------   -------------   -------------    -----------------   -----------------
                                                                                I        II         I        II
                                                                               ---       ---       ---       ---
<S>                             <C>            <C>               <C>            <C>       <C>       <C>       <C>
William C. Behnke                Class A       315,530 (3)           *           *         *         *         *
                                 Class B         - - -           - - -
                                Series B         - - -           - - -
</TABLE>


Page 39
<PAGE>
<TABLE>
<CAPTION>
                                              Amount and
                                               Nature of                                             % Combined
                                              Beneficial                      % of Total Shares        Voting
Name and Address of              Title of    Ownership (2)                       Outstanding           Power
Beneficial Owner (1)             Class (2)       (#)         % of Class (2)   (Class A & B) (2)   (Class A & B) (2)
--------------------             ---------   -------------   -------------    -----------------   -----------------
                                                                                I        II         I        II
                                                                               ---       ---       ---       ---
<S>                             <C>           <C>                <C>         <C>       <C>       <C>       <C>

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


Ronald A. Duncan                 Class A      1,631,167 (5)        3.1         3.7       3.5       6.9       6.6
                                 Class B        460,021 (5)       11.9
                                Series B          - - -          - - -


Donne F. Fisher                  Class A        362,335 (4,6)        *         1.4       1.4       5.2       5.1
                                 Class B        437,688 (6)       11.3
                                Series B          - - -          - - -


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


G. Wilson Hughes                 Class A        674,697 (8)        1.3         1.2       1.1         *         *
                                 Class B          2,765 (8)          *
                                Series B          - - -          - - -


John M. Lowber                   Class A        561,796 (9)        1.1           *         *         *         *
                                 Class B          6,286 (9)          *
                                Series B          - - -          - - -


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


Stephen A. Reinstadtler          Class A          - - -          - - -       - - -     - - -     - - -     - - -
                                 Class B          - - -          - - -
                                Series B          - - -          - - -


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


Dana L. Tindall                  Class A        231,025 (10)         *           *         *         *         *
                                 Class B          3,835 (10)         *
                                Series B          - - -          - - -


Dimensional Fund Advisors, Inc.  Class A      3,147,600            6.0         5.6       5.3       3.5       3.4
1299 Ocean Ave., 11th Floor      Class B          - - -          - - -
Santa Monica, CA  90401         Series B          - - -          - - -
</TABLE>


Page 40
<PAGE>
<TABLE>
<CAPTION>
                                              Amount and
                                               Nature of                                             % Combined
                                              Beneficial                      % of Total Shares        Voting
Name and Address of              Title of    Ownership (2)                       Outstanding           Power
Beneficial Owner (1)             Class (2)       (#)         % of Class (2)   (Class A & B) (2)   (Class A & B) (2)
--------------------             ---------   -------------   -------------    -----------------   -----------------
                                                                                I        II         I        II
                                                                               ---       ---       ---       ---
<S>                             <C>           <C>               <C>           <C>        <C>      <C>       <C>

GCI Qualified Employee           Class A      5,718,384           11.0        10.4       9.9       7.6       7.3
Stock Purchase Plan              Class B        112,132            2.9
2550 Denali St., Ste. 1000      Series B          - - -          - - -
Anchorage, AK  99503


Estate of Kim Magness            Class A        214,661 (11)         *         1.8       1.7       9.0       8.7
c/o Raymond L. Sutton, Jr.       Class B        795,238 (11)      20.5
303 East 17th Ave., Ste. 1100   Series B          - - -          - - -
Denver, CO  80203-1264


Gary Magness                     Class A        264,992 (12)         *         2.0       1.9       9.6       9.3
c/o Raymond L. Sutton, Jr.       Class B        843,448 (12)      21.8
303 East 17th Ave., Ste. 1100   Series B          - - -          - - -
Denver, CO  80203-1264


Toronto-Dominion                 Class A        287,700              *           *       5.7         *       3.6
Investments, Inc.                Class B          - - -          - - -
31 West 52nd Street             Series B         16,995 (13)       100
New York, NY  10019-6101


Robert M. Walp                   Class A        308,266 (14)         *         1.1       1.0       3.7       3.6
804 P St., Apt. 4                Class B        303,457 (14)       7.8
Anchorage, AK 99501             Series B          - - -          - - -


Westport Asset Management, Inc.  Class A      3,080,700            5.9         5.5       5.2       3.4       3.3
253 Riverside Avenue             Class B          - - -          - - -
Westport, CT  06880             Series C          - - -          - - -


WorldCom                         Class A      4,609,842 (15)       8.7        10.4       9.8      19.0      18.4
515 East Amite Street            Class B      1,275,791           32.9
Jackson, MS  39201-2702         Series B          - - -          - - -


All Directors and Executive      Class A      4,452,684 (16)       8.4         9.5       9.0      15.6      15.1
  Officers As a Group            Class B        987,782 (16)      25.5
  (12 Persons)                  Series B          - - - (16)     - - -

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

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

Page 41
<PAGE>
         the table. Addresses are provided only for persons other than
         management who own beneficially more than 5% of the outstanding shares
         of Class A or B common stock or Series B preferred stock.

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

    3    Includes 215,425 shares which Mr. Behnke has the right to acquire
         within 60 days of the Record Date by the exercise of vested stock
         options. Does not include 9,055 shares of Company Class A common stock
         held in treasury by the Company to fund Mr. Behnke's vested deferred
         compensation.

    4    Includes 25,000 shares of Company Class A common stock each to Messrs.
         Brett, Fisher, and Schneider in February 1997 which they each
         respectively have the right to acquire within 60 days of the Record
         Date by the exercise of respective stock options granted under the
         Stock Option Plan. The exercise price for each option is $7.50 per
         share.

    5    Includes 125,088 shares of Class A common stock and 6,270 shares of
         Class B common stock allocated to Mr. Duncan under the Stock Purchase
         Plan. Does not include 195,331 shares of Class A common stock held by
         the Company in treasury pursuant to deferred compensation agreements
         with the Company. Does not include 29,453 shares of Class A common
         stock held by Amanda Miller, Mr. Duncan's daughter, of which Mr. Duncan
         disclaims beneficial ownership. Does not include 18,560 shares of Class
         A common stock or 8,242 shares of Class B common stock held by the
         Amanda Miller Trust, with respect to which Mr. Duncan has no voting or
         investment power. Does not include 50,650 shares of Class A common
         stock or 27,020 shares of Class B common stock held by Dani Bowman, Mr.
         Duncan's wife, of which Mr. Duncan disclaims beneficial ownership.
         Includes 250,000 shares of Class A common stock which a company owned
         by Mr. Duncan has the right to acquire within 60 days of the Record
         Date by the exercise of stock options.

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

    7    Does not include (i) 4,059 shares owned by Diamond Ventures, LLC of
         which Mr. Glasgow is President; (ii) 135,367 shares owned by Prime II
         Investments, L.P. of which Diamond Ventures, LLC is the sole general
         partner; (iii) 160,700 shares owned by Prime VIII, L.P. the sole
         general partner (Prime I SKA, LLC) of which has Mr. Glasgow as its
         Managing Director; (iv) does not include 158 shares beneficially owned
         by minor children of Mr. Glasgow; and (v) 12,500 remaining shares of an
         option to acquire 25,000 shares of Class A common stock issued to SKA
         Management, Inc. The options vest in four equal annual installments,
         are exercisable at $7.50 per share, and expire if not exercised within
         10 years of their grant in June, 2000. Mr. Glasgow disclaims any
         beneficial ownership of the shares held by these entities or held by
         his children.

    8    Includes 100,000 shares of Class A common stock which Mr. Hughes has
         the right to acquire within 60 days of the Record Date by the exercise
         of vested stock options. Includes 60,697 shares of Class A common stock
         and 2,765 shares of Class B common stock allocated to Mr. Hughes under
         the Stock Purchase Plan. Does not include 67,437 shares of Class A
         common stock held in treasury by the Company to fund vested deferred
         compensation. See, "Management of Company: Employment Agreements."

    9    Includes 355,425 shares which Mr. Lowber has the right to acquire
         within 60 days of the Record Date by the exercise of vested stock
         options. Includes 48,713 shares of Class A common stock and 6,016
         shares of Class B common stock allocated to Mr. Lowber under the Stock
         Purchase Plan.

    10   Includes 165,787 shares which Ms. Tindall has the right to acquire
         within 60 days of the Record Date by the exercise of vested stock
         options. Includes 64,979 shares of Class A common stock and 3,835
         shares of Class B common stock allocated to Ms. Tindall under the Stock
         Purchase Plan.

    11   Includes 76,688 shares of Class A and 620,608 shares of Class B common
         stock owned by Magness FT Investment Company, LLC of which the estate
         of Mr. Magness owns a 50% interest. Includes 132,993 shares of Class A
         and 148,830 shares of Class B common stock owned by Magness Securities,
         LLC of which the estate of Mr. Magness owns a 67% interest.

    12   Includes 76,688 shares of Class A and 620,608 shares of Class B common
         stock by Magness FT Investment Company, LLC of which Mr. Magness owns a
         50% interest. Includes 132,993 shares of Class A and 148,830 shares of
         Class B common stock owned by Magness Securities, LLC of which Mr.
         Magness owns a 33% interest.


Page 42
<PAGE>
    13   Excludes accrued dividends.

    14   Includes 38,229 shares of Class A common stock and 2,408 shares of
         Class B common stock allocated to Mr. Walp under the Stock Purchase
         Plan. Includes 14,670 shares of Class A common stock which Mr. Walp has
         the right to acquire within 60 days of the Record Date by the exercise
         of vested stock options.

    15   Includes 833,333 shares of Class A common stock issuable upon
         conversion of 1,000 shares of Series C preferred stock and 25,000
         shares of Class A common stock WorldCom has a right to acquire within
         60 days of the Record Date by the exercise of vested stock options.

    16   Includes 1,317,062 shares of Class A common stock which such persons
         have the right to acquire within 60 days of the Record Date through the
         exercise of vested stock options. Includes 328,510 shares of Class A
         common stock and 22,045 shares of Class B common stock allocated to
         such persons under the Stock Purchase Plan. Excludes, as of the Record
         Date, all of the outstanding Series B preferred stock (on an
         as-converted basis to Company Class A common stock) owned by an
         affiliate of Mr. Reinstadtler, i.e., Toronto-Dominion.
-------------------


Changes in Control

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

         The holders of outstanding Series B preferred stock have the right to
convert their shares into Class A common stock of the Company at a specified
conversion price, as adjusted. As of the Record Date, Toronto-Dominion remained
as the sole holder of Series B preferred stock.

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

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



Page 43
<PAGE>
         Pledged Assets and Securities. The obligations of the Company under its
credit facilities are secured by substantially all of the assets of the Company
and its direct and indirect subsidiaries. Upon a default by the Company under
such agreements, the Company's lenders could gain control of the assets of the
Company, including the capital stock of the Company's subsidiaries. The Company
has been at all times since January 1, 2002 and up through the Record Date, in
compliance with all material terms of these credit facilities. These obligations
and pledges are further described in the Annual Report. See, "Annual Report."

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

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

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

         Both the Company and GCI, Inc. have, since January 1, 2002 and up
through the Record Date, been in compliance with all material terms of the
Indenture including making timely payments on the obligations of GCI, Inc.

                        LITIGATION AND REGULATORY MATTERS

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



Page 44
<PAGE>
                RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

Overview

         The Board retained KPMG LLP as the independent certified public
accountants for the Company during the fiscal year ended December 31, 2002. It
is anticipated that the Board will appoint KPMG LLP as the Company's independent
certified public accountants for the fiscal year ending December 31, 2003. A
representative of KPMG LLP is expected to be present at the Annual Meeting. The
representative will have the opportunity to make a statement, if so desired, and
will be able to respond to appropriate questions.

Fees and Services

         KPMG LLP has provided certain audit, audit-related, and tax services,
the fees for which are as follows:

         -    Audit Fees - Were $207,546 and $177,632 for the years ended
              December 31, 2002 and 2001, respectively. Included in this
              category are fees for the annual financial statement audit of the
              Company and review and consent for the Stock Option Plan,
              quarterly financial statement reviews, and reviews of other
              filings by the Company with the Securities and Exchange Commission

         -    Audit-Related Fees - Were $9,000 and $9,463 for the years ended
              December 31, 2002 and 2001, respectively. Included in this
              category are fees for the audit of the Stock Purchase Plan and
              review of the related annual report on Form 11-K filed with the
              Securities and Exchange Commission

         -    Tax Fees - Were $17,205 and $14,500 for the years ended December
              31, 2002 and 2001, respectively. Included in this category are
              fees for review of the Company's state and federal income tax
              returns and consultation on various tax matters

         -    All Other Fees - none

                                  ANNUAL REPORT

         The Annual Report to shareholders of the Company in the form of Form
10-K for the year ended December 31, 2002 is enclosed with this Proxy Statement,
subject to the delivery provisions described elsewhere in this Proxy Statement.
See, "Company Annual Meeting: Voting Procedure - Delivery."



Page 45
<PAGE>
                          FUTURE SHAREHOLDER PROPOSALS

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

         Should a shareholder wish to have a proposal included in management's
proxy statement and form proxy for the 2004 annual meeting of shareholders, the
proposal must be received by the Company at the address previously identified in
this Proxy Statement not earlier than December 2, 2003 and not later than
January 2, 2004. See, "Company Annual Meeting: Voting Procedure - Delivery."

         Under the Bylaws, any shareholder wishing to make a nomination for
director or wishing to introduce any business at the 2004 annual meeting must
give the Company advance notice as described in the Bylaws. To be timely, the
Company must receive the nomination or shareholder proposal for the 2004 meeting
at the Company`s offices as previously identified not earlier than December 2,
2003 and not later than January 2, 2004. Nominations for director must describe
various matters as specified in the Bylaws, including the name and address of
each nominee, his or her occupation and number of shares held, and certain other
information. The nomination must also be accompanied by written consent to being
named in the proxy statement as a nominee and to serving as a director if
elected.

         In addition to the timely submission of notice previously described, a
shareholder proposing to bring other business before the 2004 annual meeting
must include in that notice a description of the proposed business (which must
otherwise be a proper subject for action by the shareholders), the reasons for
that other business and other matters specified in the Bylaws. The Board or the
presiding officer at the meeting may reject any such proposals that are not made
in accordance with these procedures or that are not a proper subject for
shareholder action in accordance with applicable law. The Articles and Bylaws
also set forth specific requirements and limitations applicable to nominations
and proposals at special meetings of shareholders.

         A shareholder making a nomination must be a person who was a
shareholder of record both at the time of giving of notice and at the time of
the meeting and who is entitled to vote at the meeting. A shareholder who wishes
to present a proposal of business at the meeting must, in addition to the
previous requirements, be a person who has continuously held at least $2,000 in
market value, or at least 1%, of the Company's securities entitled to be voted
on the matter at the meeting for at least one year by the date of submission of
the proposal to the Company for inclusion on the agenda of the meeting. Any such
notice must be given to the Secretary of the


Page 46
<PAGE>
Company at the address previously identified. Any shareholder desiring a copy of
the Articles or Bylaws will be furnished a copy without charge upon written
request to the Secretary.

         For any shareholder proposal that is not submitted for inclusion in the
management proxy statement for that 2004 annual meeting but is instead sought to
be presented directly at that meeting, the SEC rules permit management to vote
proxies in its discretion if the Company (i) receives notice of the proposal
during the time interval December 2, 2003 through January 2, 2004 and advises
shareholders in the 2004 proxy statement about the nature of the matter and how
management intends to vote on that matter, or (ii) does not receive notice of
the proposal during the time interval December 2, 2003 through January 2, 2004.
Management intends to exercise this authority, if necessary, in conjunction with
the 2004 meeting.

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



Page 47
<PAGE>
                            SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
                               (Amendment No. n/a)

Filed by the Registrant                 [X]
Filed by a Party other than Registrant  [ ]

Check the appropriate box:

[ ]     Preliminary Proxy Statement
[ ]     Confidential, for Use of the Commission Only (as permitted by Rule
        14a-6(e)(2))
[X]     Definitive Proxy Statement
[ ]     Definitive Additional Materials
[ ]     Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14a-12

        General Communication, Inc.
        ----------------------------------------------------------------------
                 (Name of Registrant as Specified in Its Charter)
        N/A
        ----------------------------------------------------------------------
        (Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]     No fee required.
[ ]     Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

        1)   Title of each class of securities to which transaction applies:

        2)   Aggregate number of securities to which transaction applies:

        3)   Per unit price or other  underlying value of transaction computed
             pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
             the filing fees is  calculated  and state how it was determined):

        4)   Proposed maximum aggregate value of transaction:

        5)   Total fee paid:

        [ ]  Fee paid previously with preliminary materials.
        [ ]  Check box if any part of the fee if offset as provided by
             Exchange Act Rule 0-11(a)(2) and identify the filing for which
             the offsetting fee was paid previously. Identify the previous
             filing by registration statement number, or the Form or
             Schedule and the date of its filing.

        6)   Amount Previously Paid:

        7)   Form, Schedule or Registration Statement No.:

        8)   Filing Party:

        9)   Date Filed: