SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                                (Amendment No. 3)
                                    SC 13G/A


                           General Communication, Inc.
                                (Name of Issuer)


                              Class A Common Stock
                         (Title of Class of Securities)


                                   369385 10 9
                                 (CUSIP Number)


Check the following  box if a fee is being paid with this  statement [ ]. (A fee
is not required only if the filing person:  (1) has a previous statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7.)

* The remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

ASS00851.WP5

<PAGE>
CUSIP No. 369385 10 9
-------------------------------------------------------------------------------
1)       Names of Reporting Persons S.S. or I.R.S.  Identification Nos. of Above
         Persons General  Communication,  Inc. Qualified Employee Stock Purchase
         Plan ("Plan") 92-0072737
-------------------------------------------------------------------------------
2)       Check the Appropriate Box if a Member of a Group (See Instructions)
         (a)
         (b)      X (1)
-------------------------------------------------------------------------------
3)       SEC Use Only
-------------------------------------------------------------------------------
4)       Citizenship or Place of Organization

         State of Alaska
-------------------------------------------------------------------------------

    Number                    (5)  Sole Voting Power
    of                             1,760,802 Shares of Class A common stock (2)
    Shares
    Bene-                     ------------------------------------------------
    ficially                  (6)  Shared Voting Power
    Owned by                       None
    Each
    Reporting                 ------------------------------------------------
    Person                    (7)  Sole Dispositive Power
    With                           1,760,802 Shares of Class A common stock (2)

                              -------------------------------------------------
                              (8)  Shared Dispositive Power
                                   None (2)
-------------------------------------------------------------------------------
9)       Aggregate Amount Beneficially Owned by Each Reporting Person

         1,760,802 Shares of Class A common stock (2)
-------------------------------------------------------------------------------
10)      Check if the Aggregate Amount in Row (9) Excludes Certain Shares
         (See Instructions)     Not applicable (1)
-------------------------------------------------------------------------------
11)      Percent of Class Represented by Amount in Row 9
         8.9% (2)
-------------------------------------------------------------------------------
12)      Type of Reporting Person (See Instructions)
         EP
-------------------------------------------------------------------------------

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

(1)  Shares  are  held  in the  name  of and by the  Plan  for  the  benefit  of
     individual  employees of General  Communication,  Inc.  ("Company") and its
     subsidiaries  and  their   subsidiaries  who  are   participating  or  have
     participated in the Plan.

(2)  As of December 31, 1995.

SCHEDULE 13G                                                              PAGE 2
ASS00851.WP5
<PAGE>
Item 1(a)         Name of Issuer:

                  General Communication, Inc.


Item 1(b)         Address of Issuer's Principal Executive Offices:

                  2550 Denali Street, Suite 1000
                  Anchorage, Alaska  99503


Item 2(a)         Name of Person Filing:

                  General Communication,  Inc. Qualified Employee Stock Purchase
                  Plan


Item 2(b)         Address of Principal Business Office or, if none, Residence:

                  2550 Denali Street, Suite 1000
                  Anchorage, Alaska 99503


Item 2(c)         Citizenship:

                  Incorporated in State of Alaska


Item 2(d)         Title of Class of Securities:

                  Class A Common Stock


Item 2(e)         CUSIP Number:
                  369385 10 9


                  Item 3 If this statement is filed pursuant to Rules  13d-1(b),
                  or 13d-2(b), check whether the person filing is a:

                  (a)      [ ]      Broker  or  Dealer   registered  under
                                    Section 15 of the Act

                  (b)      [ ]      Bank as defined in Section 3(a)(6) of the 
                                    Act

                  (c)      [ ]      Insurance Company as defined in Section 
                                    3(a)(19) of the Act

                  (d)      [ ]      Investment Company registered under 
                                    Section 8 of the Investment Company Act

                  (e)      [ ]      Investment Adviser registered under Section 
                                    203 of the Investment Advisers Act of 1940

SCHEDULE 13G                                                              PAGE 3
ASS00851.WP5
<PAGE>

                  (f)      [X]      Employee Benefit Plan, Pension Fund which 
                                    is subject to the provisions of the 
                                    Employee Retirement Income Security Act of 
                                    1974 or Endowment Fund; see ss 240.13d-1(b)
                                    (1)(ii)(F)

                  (g)      [ ]      Parent Holding Company, in accordance with 
                                    ss 240.13d-1(b)(ii)(G)(Note: See Item 7)

                  (h)      [ ]      Group, in accordance with ss. 240.13d-1(b)
                                    (1)(ii)(H)


Item 4   Ownership

(a)      Amount Beneficially Owned:
         1,760,802 shares


(b)      Percent of Class
         8.9%


(c)      Number of shares as to which such person has:

         (i)     sole power to vote or to direct the vote..............1,760,802
         (ii)    shared power to vote or to direct the vote.................None
         (iii)   sole power to dispose or to direct the disposition of.1,760,802
         (iv)    shared power to dispose or to direct the disposition of....None



Item 5   Ownership of Five Percent or Less of a Class

If this  statement  is being filed to report the fact that as of the date hereof
the  reporting  person has ceased to be the  beneficial  owner of more than five
percent of the class of securities, check the following: [ ]



Item 6   Ownership of More than Five Percent on Behalf of Another Person

All  shares  outstanding  held by the Plan are held by and voted by the Plan for
the benefit of participating employees of the Company and its subsidiaries.



Item 7   Identification  and  Classification  of the Subsidiary Which Acquired
         the Security Being Reported on By the Parent Holding Company

         Not applicable.

SCHEDULE 13G                                                              PAGE 4
ASS00851.WP5
<PAGE>

Item 8   Identification and Classification of Members of the Group

         Not applicable.


Item 9   Notice of Dissolution of Group

         Not applicable.


Item 10  Certification

         By  signing  below I  certify  that,  to the best of my  knowledge  and
belief, the securities referred to above were acquired in the ordinary course of
business  and were not acquired for the purpose of and do not have the effect of
changing or  influencing  the control of the issuer of such  securities and were
not acquired in connection  with or as a participant in any  transaction  having
such purposes or effect.


Signature

         After reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.


Date              January 29, 1996

Signature         __________/s/_____________________

Name/Title        Alfred J. Walker
                  Plan Administrator
                  General Communication, Inc.
                     Qualified Employee Stock Purchase Plan



         The original  statement  shall be signed by each person on whose behalf
the  statement is filed or his  authorized  representative.  If the statement is
signed on behalf of a person by his  authorized  representative  (other  than an
executive  officer or general  partner of this filing  person),  evidence of the
representative's  authority to sign on behalf of such person shall be filed with
the statement, provided, however that a power of attorney for this purpose which
is already on file with the Commission  may be  incorporated  by reference.  The
name and any title of each  person  who signs  the  statement  shall be typed or
printed beneath his signature.

         Attention:  Intentional  misstatements  or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).

SCHEDULE 13G                                                              PAGE 5
ASS00851.WP5
<PAGE>               
APPENDIX 1:  AMENDMENT NO. 2

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                                (Amendment No. 2)


                           General Communication, Inc.
                                (Name of Issuer)


                              Class A Common Stock
                         (Title of Class of Securities)


                                   369385 10 9
                                 (CUSIP Number)


Check the following  box if a fee is being paid with this  statement [ ]. (A fee
is not required only if the filing person:  (1) has a previous statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7.)

* The remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).
<PAGE>
CUSIP No. 369385 10 9
-------------------------------------------------------------------------------
1)       Names of Reporting Persons S.S. or I.R.S.  Identification Nos. of Above
         Persons

         General  Communication  Inc.  Qualified  Stock  Purchase  Plan ("Plan")
         92-0072737
-------------------------------------------------------------------------------
2)       Check the Appropriate Box if a Member of a Group (See Instructions)
         (a)
         (b)      X (1)
-------------------------------------------------------------------------------
3)       SEC Use Only
-------------------------------------------------------------------------------
4)       Citizenship or Place of Organization

         State of Alaska
-------------------------------------------------------------------------------

    Number                    (5)  Sole Voting Power
    of                             1,490,555 Shares of Class A common stock (2)
    Shares
    Bene-                     -------------------------------------------------
    ficially                  (6)  Shared Voting Power
    Owned by                       None (2)
    Each
    Reporting                 -------------------------------------------------
    Person                    (7)  Sole Dispositive Power
    With                           1,490,555 Shares of Class A common stock (2)

                              -------------------------------------------------
                              (8)  Shared Dispositive Power
                                   None (2)
-------------------------------------------------------------------------------
9)       Aggregate Amount Beneficially Owned by Each Reporting Person

         1,490,555 Shares of Class A common stock (2)
-------------------------------------------------------------------------------
10)      Check if the Aggregate Amount in Row (9) Excludes Certain Shares
         See Instructions     N/A (1)
-------------------------------------------------------------------------------
11)      Percent of Class Represented by Amount in Row 9
         7.6% (2)
-------------------------------------------------------------------------------
12)      Type of Reporting Person (See Instructions)
         EP
-------------------------------------------------------------------------------

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

(1)       Shares  are held in the name of and by the  Plan  for the  benefit  of
          individual  employees of General  Communication,  Inc. ("Company") and
          its subsidiaries and their  subsidiaries who are participating or have
          participated in the Plan.

(2)       As of December 31, 1994.

SCHEDULE 13G                                                              PAGE 2
ASS0084F
<PAGE>
Item 1(a)         Name of Issuer:

                  General Communication, Inc.


Item 1(b)         Address of Issuer's Principal Executive Offices:

                  2550 Denali Street, Suite 1000
                  Anchorage, Alaska  99503


Item 2(a)         Name of Person Filing:

                  General Communication,  Inc. Qualified Employee Stock Purchase
                  Plan


Item 2(b)         Address of Principal Business Office or, if none, Residence:

                  2550 Denali Street, Suite 1000
                  Anchorage, Alaska 99503


Item 2(c)         Citizenship:

                  Incorporated in State of Alaska


Item 2(d)         Title of Class of Securities:

                  Class A Common Stock


Item 2(e)         CUSIP Number:
                  369385 10 9


                  Item 3 If this statement is filed pursuant to Rules  13d-1(b),
                  or 13d-2(b), check whether the person filing is a:

                  (a)      [ ]      Broker or Dealer registered under Section 
                                    15 of the Act

                  (b)      [ ]      Bank as defined in Section 3(a)(6) of the 
                                    Act

                  (c)      [ ]      Insurance Company as defined in Section 
                                    3(a)(19) of the Act

                  (d)      [ ]      Investment Company registered under Section 
                                    8 of the Investment Company Act

                  (e)      [ ]      Investment Adviser registered under Section 
                                    203 of the Investment Advisers Act of 1940

SCHEDULE 13G                                                              PAGE 3
ASS0084F
<PAGE>
                  (f)      [X]      Employee Benefit Plan, Pension Fund which 
                                    is subject to the provisions of the
                                    Employee Retirement Income Security Act of 
                                    1974 or Endowment Fund; see ss 240.13d-1(b)
                                    (1)(ii)(F)

                  (g)      [ ]      Parent Holding Company, in accordance with 
                                    ss 240.13d-1(b)(ii)(G)(Note: See Item 7)

                  (h)      [ ]      Group, in accordance with ss. 240.13d-1(b)
                                    (1)(ii)(H)


Item 4   Ownership

(a)      Amount Beneficially Owned:
         1,490,555 shares


(b)      Percent of Class
         7.6%


(c)      Number of shares as to which such person has:

         (i)     sole power to vote or to direct the vote..............1,490,555
         (ii)    shared power to vote or to direct the vote.................None
         (iii)   sole power to dispose or to direct the disposition of.1,490,555
         (iv)    shared power to dispose or to direct the disposition of....None



Item 5   Ownership of Five Percent or Less of a Class

If this  statement  is being filed to report the fact that as of the date hereof
the  reporting  person has ceased to be the  beneficial  owner of more than five
percent of the class of securities, check the following: [ ]



Item 6   Ownership of More than Five Percent on Behalf of Another Person

All  shares  outstanding  held by the Plan are held by and voted by the Plan for
the benefit of participating employees of the Company and its subsidiaries.



Item 7   Identification  and  Classification  of the Subsidiary Which Acquired
         the Security Being Reported on By the Parent Holding Company

         Not applicable.

SCHEDULE 13G                                                              PAGE 4
ASS0084F
<PAGE>
Item 8   Identification and Classification of Members of the Group

         Not applicable.


Item 9   Notice of Dissolution of Group

         Not applicable.


Item 10  Certification

         By  signing  below I  certify  that,  to the best of my  knowledge  and
belief, the securities referred to above were acquired in the ordinary course of
business  and were not acquired for the purpose of and do not have the effect of
changing or  influencing  the control of the issuer of such  securities and were
not acquired in connection  with or as a participant in any  transaction  having
such purposes or effect.


Signature

         After reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.


Date              January 25, 1995

Signature         __________/s/_____________________

Name/Title        Alfred J. Walker
                  Plan Administrator
                  General Communication, Inc.
                     Qualified Employee Stock Purchase Plan



         The original  statement  shall be signed by each person on whose behalf
the  statement is filed or his  authorized  representative.  If the statement is
signed on behalf of a person by his  authorized  representative  (other  than an
executive  officer or general  partner of this filing  person),  evidence of the
representative's  authority to sign on behalf of such person shall be filed with
the statement, provided, however that a power of attorney for this purpose which
is already on file with the Commission  may be  incorporated  by reference.  The
name and any title of each  person  who signs  the  statement  shall be typed or
printed beneath his signature.

         Attention:  Intentional  misstatements  or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).

SCHEDULE 13G                                                              PAGE 5
ASS0084F
<PAGE>      
APPENDIX 2:  AMENDMENT NO. 1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                                (Amendment No. 1)


                           General Communication, Inc.
                                (Name of Issuer)


                              Class A Common Stock
                         (Title of Class of Securities)


                                   369385 10 9
                                 (CUSIP Number)


Check the following  box if a fee is being paid with this  statement [ ]. (A fee
is not required only if the filing person:  (1) has a previous statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7.)

* The remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).
<PAGE>
CUSIP No. 369385 10 9
-------------------------------------------------------------------------------
1)       Names of Reporting Persons S.S. or I.R.S.  Identification Nos. of Above
         Persons

         General  Communication  Inc.  Qualified  Stock  Purchase  Plan ("Plan")
         92-0072737
-------------------------------------------------------------------------------
2)       Check the Appropriate Box if a Member of a Group (See Instructions)
         (a)
         (b)      X (1)
-------------------------------------------------------------------------------
3)       SEC Use Only
-------------------------------------------------------------------------------
4)       Citizenship or Place of Organization

         State of Alaska
-------------------------------------------------------------------------------

    Number                    (5)  Sole Voting Power
    of                             1,241,275 Shares of Class A common stock (2)
    Shares
    Bene-                     -------------------------------------------------
    ficially                  (6)  Shared Voting Power
    Owned by                       None
    Each
    Reporting                 -------------------------------------------------
    Person                    (7)  Sole Dispositive Power
    With                           1,241,275 Shares of Class A common stock (2)

                              -------------------------------------------------
                              (8)  Shared Dispositive Power
                                   None (2)
-------------------------------------------------------------------------------
9)       Aggregate Amount Beneficially Owned by Each Reporting Person

         1,241,275 Shares of Class A common stock (2)
-------------------------------------------------------------------------------
10)      Check if the Aggregate Amount in Row (9) Excludes Certain Shares
         See Instructions     N/A (1)
-------------------------------------------------------------------------------
11)      Percent of Class Represented by Amount in Row 9
         6.53% (2)
-------------------------------------------------------------------------------
12)      Type of Reporting Person (See Instructions)
         EP
-------------------------------------------------------------------------------

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

(1)       Shares  are held in the name of and by the  Plan  for the  benefit  of
          individual  employees of General  Communication,  Inc. ("Company") and
          its subsidiaries and their  subsidiaries who are participating or have
          participated in the Plan.

(2)       As of December 31, 1993.

SCHEDULE 13G                                                              PAGE 2
ASS00850
<PAGE>
Item 1(a)         Name of Issuer:

                  General Communication, Inc.


Item 1(b)         Address of Issuer's Principal Executive Offices:

                  2550 Denali Street, Suite 1000
                  Anchorage, Alaska  99503


Item 2(a)         Name of Person Filing:

                  General Communication,  Inc. Qualified Employee Stock Purchase
                  Plan


Item 2(b)         Address of Principal Business Office or, if none, Residence:

                  2550 Denali Street, Suite 1000
                  Anchorage, Alaska 99503


Item 2(c)         Citizenship:

                  Incorporated in State of Alaska


Item 2(d)         Title of Class of Securities:

                  Class A Common Stock


Item 2(e)         CUSIP Number:
                  369385 10 9


                  Item 3 If this statement is filed pursuant to Rules  13d-1(b),
                  or 13d-2(b), check whether the person filing is a:

                  (a)      [ ]      Broker or Dealer registered under Section 
                                    15 of the Act

                  (b)      [ ]      Bank as defined in Section 3(a)(6) of the 
                                    Act

                  (c)      [ ]      Insurance Company as defined in Section 
                                    3(a)(19) of the Act

                  (d)      [ ]      Investment Company registered under Section 
                                    8 of the Investment Company Act

                  (e)      [ ]      Investment Adviser registered under Section 
                                    203 of the Investment Advisers Actof 1940

SCHEDULE 13G                                                              PAGE 3
ASS00850
<PAGE>
                  (f)      [X]      Employee Benefit Plan, Pension Fund which 
                                    is subject to the provisions of the
                                    Employee Retirement Income Security Act of 
                                    1974 or Endowment Fund; see ss 240.13d-1(b)
                                    (1)(ii)(F)

                  (g)      [ ]      Parent Holding Company, in accordance with 
                                    ss 240.13d-1(b)(ii)(G) (Note: See Item 7)

                  (h)      [ ]      Group, in accordance with ss. 240.13d-1(b)
                                    (1)(ii)(H)


Item 4   Ownership

(a)      Amount Beneficially Owned:
         1,241,275 shares


(b)      Percent of Class
         6.53%


(c)      Number of shares as to which such person has:

         (i)     sole power to vote or to direct the vote..............1,241,275
         (ii)    shared power to vote or to direct the vote.................None
         (iii)   sole power to dispose or to direct the disposition of.1,241,275
         (iv)    shared power to dispose or to direct the disposition of....None



Item 5   Ownership of Five Percent or Less of a Class

If this  statement  is being filed to report the fact that as of the date hereof
the  reporting  person has ceased to be the  beneficial  owner of more than five
percent of the class of securities, check the following: [ ]



Item 6   Ownership of More than Five Percent on Behalf of Another Person

All  shares  outstanding  held by the Plan are held by and voted by the Plan for
the benefit of participating employees of the Company and its subsidiaries.



Item     7 Identification  and  Classification  of the Subsidiary Which Acquired
         the Security Being Reported on By the Parent Holding Company

         Not applicable.

SCHEDULE 13G                                                              PAGE 4
ASS00850
<PAGE>
Item 8   Identification and Classification of Members of the Group

         Not applicable.


Item 9   Notice of Dissolution of Group

         Not applicable.


Item 10  Certification

         By  signing  below I  certify  that,  to the best of my  knowledge  and
belief, the securities referred to above were acquired in the ordinary course of
business  and were not acquired for the purpose of and do not have the effect of
changing or  influencing  the control of the issuer of such  securities and were
not acquired in connection  with or as a participant in any  transaction  having
such purposes or effect.


Signature

         After reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.


Date              January 14, 1994

Signature         __________/s/_____________________

Name/Title        Alfred J. Walker
                  Plan Administrator
                  General Communication, Inc.
                     Qualified Employee Stock Purchase Plan



         The original  statement  shall be signed by each person on whose behalf
the  statement is filed or his  authorized  representative.  If the statement is
signed on behalf of a person by his  authorized  representative  (other  than an
executive  officer or general  partner of this filing  person),  evidence of the
representative's  authority to sign on behalf of such person shall be filed with
the statement, provided, however that a power of attorney for this purpose which
is already on file with the Commission  may be  incorporated  by reference.  The
name and any title of each  person  who signs  the  statement  shall be typed or
printed beneath his signature.

         Attention:  Intentional  misstatements  or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).

SCHEDULE 13G                                                              PAGE 5
ASS00850  
<PAGE> 
APPENDIX 3:  INITIAL SCHEDULE 13G FILING

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                          (Initial Schedule 13G Filing)


                           General Communication, Inc.
                                (Name of Issuer)


                              Class A Common Stock
                         (Title of Class of Securities)


                                   369385 10 9
                                 (CUSIP Number)


Check the following box if a fee is being paid with this  statement  [X]. (A fee
is not required only if the filing person:  (1) has a previous statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7.)

* The remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).
<PAGE>
CUSIP No. 369385 10 9
-------------------------------------------------------------------------------
1)       Names of Reporting Persons S.S. or I.R.S.  Identification Nos. of Above
         Persons

         General  Communication  Inc.  Qualified  Stock  Purchase  Plan ("Plan")
         92-0072737
-------------------------------------------------------------------------------
2)       Check the Appropriate Box if a Member of a Group (See Instructions)
         (a)
         (b)      X (1)
-------------------------------------------------------------------------------
3)       SEC Use Only
-------------------------------------------------------------------------------
4)       Citizenship or Place of Organization

         State of Alaska
-------------------------------------------------------------------------------

    Number                    (5)  Sole Voting Power
    of                             1,138,040 Shares of Class A common stock (2)
    Shares
    Bene-                     -------------------------------------------------
    ficially                  (6)  Shared Voting Power
    Owned by                       None
    Each
    Reporting                 -------------------------------------------------
    Person                    (7)  Sole Dispositive Power
    With                           1,138,040 Shares of Class A common stock (2)

                              -------------------------------------------------
                              (8)  Shared Dispositive Power
                                   None (2)
-------------------------------------------------------------------------------
9)       Aggregate Amount Beneficially Owned by Each Reporting Person

         1,138,040 Shares of Class A common stock (2)
-------------------------------------------------------------------------------
10)      Check if the Aggregate Amount in Row (9) Excludes Certain Shares
         See Instructions     N/A 1
-------------------------------------------------------------------------------
11)      Percent of Class Represented by Amount in Row 9
         9.0% 2
-------------------------------------------------------------------------------
12)      Type of Reporting Person (See Instructions)
         EP
-------------------------------------------------------------------------------

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

(1)       Shares  are held in the name of and by the  Plan  for the  benefit  of
          individual  employees of General  Communication,  Inc. ("Company") and
          its subsidiaries and their  subsidiaries who are participating or have
          participated in the Plan.

(2)       As of December 31, 1992.

SCHEDULE 13G                                                              PAGE 2
ASS0084E
<PAGE>



Item 1(a)         Name of Issuer:

                  General Communication, Inc.


Item 1(b)         Address of Issuer's Principal Executive Offices:

                  2550 Denali Street, Suite 1000
                  Anchorage, Alaska  99503


Item 2(a)         Name of Person Filing:

                  General Communication,  Inc. Qualified Employee Stock Purchase
                  Plan


Item 2(b)         Address of Principal Business Office or, if none, Residence:

                  2550 Denali Street, Suite 1000
                  Anchorage, Alaska 99503


Item 2(c)         Citizenship:

                  Incorporated in State of Alaska


Item 2(d)         Title of Class of Securities:

                  Class A Common Stock


Item 2(e)         CUSIP Number:
                  369385 10 9


Item 3            If this  statement is filed pursuant to Rules  13d-1(b),  or
                  13d-2(b), check whether the person filing is a:

                  (a)      [ ]      Broker or Dealer registered under Section 
                                    15 of the Act

                  (b)      [ ]      Bank as defined in Section 3(a)(6) of the 
                                    Act

                  (c)      [ ]      Insurance Company as defined in Section 
                                    3(a)(19) of the Act

                  (d)      [ ]      Investment Company registered under Section 
                                    8 of the Investment Company Act

                  (e)      [ ]      Investment Adviser registered under Section 
                                    203 of the Investment Advisers Actof 1940

SCHEDULE 13G                                                              PAGE 3
ASS0084E
<PAGE>

                  (f)      [X]      Employee Benefit Plan, Pension Fund which 
                                    is subject to the provisions of the
                                    Employee Retirement Income Security Act of 
                                    1974 or Endowment Fund; see ss 240.13d-1(b)
                                    (1)(ii)(F)

                  (g)      [ ]      Parent Holding Company, in accordance with 
                                    ss 240.13d-1(b)(ii)(G)(Note: See Item 7)

                  (h)      [ ]      Group, in accordance with ss. 240.13d-1(b)
                                    (1)(ii)(H)


Item 4   Ownership

(a)      Amount Beneficially Owned:
         1,138,040 shares


(b)      Percent of Class
         9.0%


(c)      Number of shares as to which such person has:

         (i)     sole power to vote or to direct the vote..............1,138,040
         (ii)    shared power to vote or to direct the vote.................None
         (iii)   sole power to dispose or to direct the disposition of.1,138,040
         (iv)    shared power to dispose or to direct the disposition of....None



Item 5   Ownership of Five Percent or Less of a Class

If this  statement  is being filed to report the fact that as of the date hereof
the  reporting  person has ceased to be the  beneficial  owner of more than five
percent of the class of securities, check the following: [ ]



Item 6   Ownership of More than Five Percent on Behalf of Another Person

All  shares  outstanding  held by the Plan are held by and voted by the Plan for
the benefit of participating employees of the Company and its subsidiaries.



Item 7   Identification  and  Classification  of the Subsidiary Which Acquired
         the Security Being Reported on By the Parent Holding Company

         Not applicable.

SCHEDULE 13G                                                              PAGE 4
ASS0084E
<PAGE>
Item 8   Identification and Classification of Members of the Group

         Not applicable.


Item 9   Notice of Dissolution of Group

         Not applicable.


Item 10  Certification

         By  signing  below I  certify  that,  to the best of my  knowledge  and
belief, the securities referred to above were acquired in the ordinary course of
business  and were not acquired for the purpose of and do not have the effect of
changing or  influencing  the control of the issuer of such  securities and were
not acquired in connection  with or as a participant in any  transaction  having
such purposes or effect.


Signature

         After reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.


Date              February 10, 1993

Signature         __________/s/_____________________

Name/Title        Alfred J. Walker
                  Plan Administrator
                  General Communication, Inc.
                     Qualified Employee Stock Purchase Plan



         The original  statement  shall be signed by each person on whose behalf
the  statement is filed or his  authorized  representative.  If the statement is
signed on behalf of a person by his  authorized  representative  (other  than an
executive  officer or general  partner of this filing  person),  evidence of the
representative's  authority to sign on behalf of such person shall be filed with
the statement, provided, however that a power of attorney for this purpose which
is already on file with the Commission  may be  incorporated  by reference.  The
name and any title of each  person  who signs  the  statement  shall be typed or
printed beneath his signature.

         Attention:  Intentional  misstatements  or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).