Exhibit C1

                                 SIXTH AMENDMENT
                            TO MCI CARRIER AGREEMENT (2)

This Sixth  amendment  is made as of this first day of March,  1996  ("Effective
Date") between GENERAL  COMMUNICATIONS,  INC.  ("Customer") with offices at 2550
Denali Street, Suite 1000,  Anchorage,  Alaska 99503 and MCI  TELECOMMUNICATIONS
CORPORATION ("MCI") with offices at 1801 Pennsylvania Avenue, N.W.,  Washington,
DC 20006.

WHEREAS,  Customer and MCI entered into a MCI Carrier  Agreement  that was fully
executed  by the parties as of January 1, 1993,  and amended on April 20,  1994,
July 26, 1994, October 1, 1994, September 25, 1995 and April 1, 1996.

WHEREAS, Customer and MCI desire to enter into this amendment for the purpose of
amending the Agreement,

NOW THEREFORE, for good and valuable consideration,  the receipt and sufficiency
of which are hereby acknowledged, Customer and MCI agree as follows:

1.       Paragraph  8 of the  Agreement  shall  be  deleted  and  the  following
         inserted in its place:

         8        Term.

                  The  service  term  shall  be for a term  of  five  (5)  years
         beginning  on the first (1st) day of April,  1996 and ending  March 31,
         2001.  The term shall be  automatically  extended  for ten one (1) year
         periods through and including March 31, 2011 unless either party elects
         to cancel the renewal  periods by giving  written notice of non-renewal
         at  least  one year  prior to the  commencement  of any  renewal  term.
         Nothing contained herein,  however, shall modify or be deemed to modify
         MCI's right to terminate this Agreement either as provided  herein,  or
         as authorized in Section  B-11.01,  immediately upon notice to Customer
         if  Customer  fails or  refuses to provide  alternative  or  additional
         security  requested  pursuant to Section  B-7.04 of the  Tariff,  or to
         terminate  provision  of service for any other cause as provided for in
         Section B-11.01 of the Tariff.

IN WITNESS  WHEREOF,  the parties hereto each acting with proper  authority have
executed this Amendment on the date indicated below.


MCI TELECOMMUNICATIONS                               GENERAL COMMUNICATION, INC.
CORPORATION


/s/                                                  /s/
------------------------------                       --------------------------
Authorized Signature                                 Authorized Signature


----------------------
2 In this document "****" are used in place of redacted information.

ASS00891.WP5                                                                 18
<PAGE>
James M. Schneider                                   William C. Behnke
Senior Vice President                                Senior Vice President

------------------------------                       --------------------------
Print Name and Title                                 Print Name and Title


         ___                                         March 20, 1996
------------------------------                       --------------------------
Date                                                 Date


ASS00891.WP5                                                                 19
<PAGE>
                                                                      Exhibit C2

                               FOURTH AMENDMENT TO
                             MCI CARRIER AGREEMENT (3)


This FOURTH  AMENDMENT is made as of this 25th day of September,  1995,  between
MCI  TELECOMMUNICATIONS  CORPORATION  ("MCI") and GENERAL  COMMUNICATIONS,  INC.
("GCI"), with offices located at 1801 Pennsylvania Avenue, N.W., Washington,  DC
20006.

WHEREAS,  MCI and GCI entered  into an MCI Carrier  Agreement,  effective  as of
January 1, 1993, which was  subsequently  amended by (i) an Amendment to the MCI
Carrier  Agreement  ("First  Amendment"),  executed  April  20,  1994,  (ii)  an
Amendment No. 1 ("Second Amendment"),  executed July 26, 1994, and (iii) a Third
Amendment ("Third  Amendment"),  dated as of October 1, 1994 (as so amended, the
"Agreement"); and

WHEREAS,  MCI and GCI desire to enter into this Fourth Amendment for the purpose
of further amending the Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, MCI and GCI agree as follows:

         1. The first  paragraph  under  Paragraph 2 of the Agreement  ("Monthly
Commitment") is hereby amended by:

                  (a)  adding in clause (i) of said  paragraph,  after the words
                  "MCI  800  DAL  Service,"  the  words  "MCI  Connections  Card
                  Service"; and

                  (b) adding in clause (ii) of said  paragraph,  after the words
                  "International  800 DAL Service," the words "MCI International
                  Connections Card Service".

         2.       Paragraph 3(a) of the Agreement is hereby amended by:

                  (a)  replacing   the  PRISM  I  Rate  of   "*****************"
                  appearing   in   paragraph    3(a)(1)   with   the   rate   of
                  "***********************"; and

                  (b) adding the  following  as  subparagraph  (2) to  paragraph
                  3(a):
                           "2) Customer agrees that, during each month, at least
                           *************  of its  domestic  interstate  PRISM  I
                           Service   will  be  during   the   non-Business   Day
                           (off-peak)  time  period.  If such  level  is not met
                           during any  month,  the Prism I Rate  referred  to in
                           paragraph (a)(1) above shall be $***************  for
                           such month."

         3.  Paragraphs  3(c)(1)(A)  and (B) of the Agreement are hereby deleted
and the following inserted in their place:

                  "1. (A)  Customer  agrees  that during  each  monthly  billing
                  period of the service term, Customer will purchase from MCI as
                  a  part  of  the  overall  Monthly  Commitment contained  


----------------------
3 In this document "****" are used in place of redacted information.

ASS00891.WP5                                                                 20
<PAGE>
                  in  Paragraph  2,  at  least  ******************  of  domestic
                  interstate  MCI 800 DAL Service (net of taxes and  tax-related
                  surcharges)(hereinafter "800 DAL Subcommitment").

                  (B) For domestic  interstate inbound 800 services  terminating
                  via  dedicated  access to an MCI point of  presence,  Customer
                  will pay, in addition to all applicable  taxes and tax-related
                  surcharges,   the  *******************   rate  per  minute  of
                  **********************."

         4.  Paragraph  3 of the  Agreement  is hereby  amended  by  adding  the
following as paragraph (3)(i) thereto:

                  (i)      MCI Connections Card Service.

                           Customer  will receive the rates,  service  terms and
                  conditions for interstate and  international  MCI  Connections
                  Card Service set forth in Exhibit D.

         5.  Attachment 1 to this Fourth  Amendment is hereby added as Exhibit D
to the Agreement and is made a part thereof.

         6.  Attachment 2 to this Fourth  Amendment is hereby added as Exhibit E
to the Agreement and is made a part thereof.

         7.  This Fourth  Amendment  will,  upon due  execution  by both, become
effective as of the first day of July, 1995.

         8.  Except as expressly  provided in this Fourth  Amendment, all of the
terms and conditions  contained in the Agreement  shall remain in full force and
effect.

         9. This Fourth Amendment,  together with the Agreement, is the complete
agreement  of  the  parties  and  supersedes  all  other  prior  agreements  and
representations concerning its subject matter.

         10. This offer will remain open and be capable of being accepted by GCI
until July 31. Any and all prior  offers made to GCI,  whether  written or oral,
shall be superseded by this offer. Any further amendments must be in writing and
signed by both parties.


GENERAL COMMUNICATIONS, INC.                         MCI TELECOMMUNICATIONS
                                                           CORPORATION

/s/                                                  /s/
------------------------------                       --------------------------
Authorized Signature                                 Authorized Signature


Wilson Hughes                                        Gordon T. Bouska
Executive Vice President                             Director

------------------------------                       --------------------------
Print Name and Title                                 Print Name and Title


    7/31/95                                              9/25/95
------------------------------                       --------------------------
Date                                                 Date


ASS00891.WP5                                                                 21
<PAGE>
                                  ATTACHMENT 1
                                       TO
                    FOURTH AMENDMENT TO MCI CARRIER AGREEMENT

                                    Exhibit D

                          MCI CONNECTIONS CARD SERVICE

A.       MCI Connections Card Service Discounts.

                  1) Customer shall receive the following effective discounts on
its usage of  international  MCI  Connections  Card  Service  (only  accessed by
dialing an MCI-provided  800 number other than (800) 950-1022 in accordance with
Section C-A.05,  Footnote 2, of the Tariff or any successor tariffed  provision)
as determined by Customer's overall Monthly Usage:

                            Overall
                         Monthly Usage                                Discount
                    -------------------                               --------
                    $10,000 to $ 24,999                               ********%
                    $25,000 to $ 49,999                               ********%
                    $50,000 to $149,999                               ********%
                   $150,000 to $249,999                               ********%
                   $250,000 to $499,999                               ********%
                   $500,000 and above                                 ********%

                  2) The following international MCI Connections Card surcharges
shall be charged on all direct dial MCI Connections Card calls.

From                                To                               Direct Dial
----                                --                               -----------
United States                       U.S., Puerto Rico
("U.S.")                            and U.S. Virgin
                                    Islands                            $*******

Puerto Rico                         U.S.                               $*******

U.S. Virgin Islands                 U.S.                               $*******

U.S., Puerto Rico                   Canada
and U.S. Virgin
Islands                                                                $*******

U.S. Puerto Rico                    International Locations
and U.S. Virgin                     Other than Canada                  $*******
Islands

Canada                              U.S., Puerto Rico and
                                    U.S. Virgin Islands                $*******

Canada                              International Locations            $*******


ASS00891.WP5                                                                 22
<PAGE>
         3) The above discounts shall apply only to Customer's usage charges for
international  MCI Connections Card Service provided  pursuant to the Tariff but
not  to  charges  for  monthly  recurring,   MCI  Connections  Card  surcharges,
installation,  taxes  or  surcharges  applicable  to MCI  Service(s),  Directory
Assistance,  MCI intrastate charges and charges for local access/egress services
or facilities associated with MCI Connections Card Service.

         4) The above discounts for MCI Connections  Card Service are in Lieu of
any tariffed  discounts  including,  without  limitation,  the discounts for MCI
Connections Card Service  available under MCI VIP, MCI VIP Plus, MCI MOD and MCI
CAS Service.

         5) For MCI  Connections  Card  Service  (only  accessed  by  dialing an
MCI-provided 800 number other than (800)  950-1022),  Customer shall pay MCI for
the fulfillment  costs  associated with Customer's usage of MCI Connections Card
Service plus pay MCI an  administrative  charge for handling  fulfillment  in an
amount equal to ******************* of the fulfillment costs.

         6) For MCI  Connections  Card  Service  (only  accessed  by  dialing an
MCI-provided 800 number other than (800) 950-1022),  MCI shall provide the fraud
detection  procedures set forth in Exhibit E, attached  hereto and  incorporated
herein by reference. Customer shall be responsible for all fraud associated with
its usage of MCI Connections Card Service, except as set forth in Exhibit E.


ASS00891.WP5                                                                 23
<PAGE>



                                  ATTACHMENT 2
                                       TO
                    FOURTH AMENDMENT TO MCI CARRIER AGREEMENT

                                    EXHIBIT E

                 MCI CONNECTIONS CARD FRAUD DETECTION PROCEDURES

                     ======================================

All  calling  card calls will be  validated  by MCI to permit  only those  calls
authorized or facilitated  by General  Communications,  Inc. or legitimate  card
holders.  MCI will, at the direction of Customer,  preclude all calls  utilizing
expired or  terminated  calling  card  numbers and will be  responsible  for all
fraudulent use,  unauthorized  use, misuse,  or abuse of calling cards occurring
after MCI receives  actual notice of the  expiration or termination of a calling
card or receives specifically detailed written notification  concerning any card
which has been lost, stolen, compromised or which Customer has reason to believe
is or may be used  fraudulently.  MCI will deactivate a calling card within four
(4) hours of receipt by MCI's Consumer  Markets Fraud  Detection of a request by
Customer.

In addition, all calling card calls will be monitored by MCI for fraudulent use,
unauthorized  use,  misuse or abuse on a twenty four (24) hour a day,  seven (7)
days  a  week  basis.  MCI  shall  establish  fraud  prevention,  detection  and
minimization  procedures  so that  fraudulent  use  arising  from lost or stolen
calling  cards and  potential  disruption  to  authorized  card  holders will be
minimized.

MCI will not hold the customer  responsible for "service fraud"  associated with
the  unauthorized  use of an MCI  calling  card.  "Service  fraud"  can  best be
described  as  unauthorized  use  of  an  MCI  Connections  Card  following  the
involuntary theft or loss of a card which was not  intentionally  facilitated or
impliedly  authorized by an authorized  user.  "Service fraud" often follows the
theft of a wallet,  purse or briefcase,  or sometimes is the result of "shoulder
surfing"  (thieves  observing/recording  authorization  codes)  which  occurs at
payphones located in airports,  bus terminals,  train stations and the like. MCI
shall not be responsible for 0losses caused by fraudulent  information submitted
by a card holder in subscribing for calling card services or for usage which was
intentionally facilitated or impliedly authorized by an authorized user.

In the event that MCI is unable to contact  Customer of  suspected  abuse of the
calling card, in order to minimize  potential  abuse,  MCI will  deactivate  any
calling card which has exceeded  established fraud detection parameters or which
MCI has reason to believe is or may be used fraudulently.


ASS00891.WP5                                                                 24
<PAGE>
                                                                      Exhibit C3
                                THIRD AMENDMENT (4)

This Third  Amendment  is made as of this 1st day of October,  1994  ("Effective
Date") between GENERAL  COMMUNICATIONS,  INC.  ("Customer") with offices at 2550
Denali Street, Suite 1000,  Anchorage,  Alaska 99503 and MCI  TELECOMMUNICATIONS
CORPORATION ("MCI") with offices at 1801 Pennsylvania Avenue, N.W.,  Washington,
DC 20006.

WHEREAS,  Customer and MCI entered into an MCI Carrier  Agreement that was fully
executed  by the parties as of January 1, 1993 and amended on April 20, 1994 and
July 26, 1994.

WHEREAS, Customer and MCI desire to enter into this Amendment for the purpose of
amending the Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which being hereby acknowledged, Customer and MCI agree as follows:

1.       The first  paragraph of Paragraph 3 of the  Agreement  shall be deleted
         and replaced with the following:

         Subject to Paragraph 2 herein,  Customer  shall  receive the  following
         rates:

         Rates  set  forth  in  this  Paragraph  3 do not  include  charges  for
         installation,  taxes,  tax-related  surcharges,  any  other  applicable
         surcharges,  the  Central  Office  Connection  and Access  Coordination
         charges  specified in this  Paragraph 3 and,  without  limitation,  any
         other  applicable  access  charges in the Tariff,  which are  addition.
         Rates are in lieu of any  discounts  and credits  otherwise  applicable
         pursuant to the Tariff.

         For T-1 digital  channelized  access,  Customer shall pay MCI a monthly
         recurring       Central      Office      Connection      charge      of
         *****************************  per  circuit  and  a  monthly  recurring
         Access Coordination charge of  *******************  per circuit for MCI
         network  circuits  installed  prior to the Effective Date of this Third
         Amendment  and  currently  utilized  by  Customer,  and for MCI network
         circuits  installed  after the Effective Date of this Third  Amendment;
         provided,  however,  Customer  shall  receive a monthly  credit for its
         Central  Office  Connection  charges,  such total  credit not to exceed
         ******************************  in a month.  Such  charges  shall be in
         effect for the  remaining  service term of the  Agreement,  after which
         Customer shall pay standard Tariffed rates for all such circuits.

Except as  expressly  provided  in this  Third  Amendment,  all of the terms and
conditions contained in the Agreement shall remain in full force and effect.


----------------------
4 In this document "****" are used in place of redacted information.

ASS00891.WP5                                                                 25
<PAGE>



MCI TELECOMMUNICATIONS                               GENERAL COMMUNICATIONS,
CORPORATION                                          INC.


/s/                                                  /s/
------------------------------                       --------------------------
Authorized Signature                                 Authorized Signature


                                                     Gene R. Strid
                                                     Vice President Engineering

------------------------------                       --------------------------
Print Name and Title                                 Print Name and Title


                                                     October 19, 1994
------------------------------                       --------------------------
Date                                                 Date


ASS00891.WP5                                                                 26
<PAGE>
                                                                      Exhibit C4


                                AMENDMENT NO. 1 (5)
                               [Second Amendment]

WHEREAS,  the Parties hereto,  MCI  TELECOMMUNICATIONS  CORPORATION  ("MCI") and
GENERAL  COMMUNICATIONS,   INC.  ("Customer"),  entered  into  and  MCI  Carrier
Agreement ("Agreement") with an effective date of January 1, 1993; and

WHEREAS, the Parties, for good and valuable  consideration,  now desire to amend
said Agreement.

NOW,  THEREFORE,  the  Parties  agree  that the  Agreement  shall be  amended as
follows:

1.       In Paragraph 2 Monthly  Commitment  in line 7, after ". . . MCI 800 DAL
         Service. . ." insert "MCI Carrier Operator Services, ".

2.       In  Paragraph  3 MCI  VIP,  MCI 800  MOD,  and MCI CAS  Service,  after
         Paragraph 3(f)(2), insert a new Paragraph 3(g):

                           3(g)     MCI Carrier Operator Services

                                    1.   Customer   shall  receive  MCI  Carrier
                           Operator  Services  under the  terms  and  conditions
                           contained  herein  and  the  terms,   conditions  and
                           pricing contained in Attachment A.

3.       Add Attachment A to the Agreement as the last two pages.

Except as herein modified or amended,  the  provisions,  conditions and terms of
the Agreement shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the Parties hereto, each acting with proper authority,  have
executed this Amendment.

GENERAL COMMUNICATIONS, INC.                         MCI TELECOMMUNICATIONS
                                                           CORPORATION

/s/                                                  /s/
------------------------------                       --------------------------
Authorized Signature                                 Authorized Signature


Emily Thatcher                                       Alan B. Catherall
------------------------------                       --------------------------
Printed Name                                         Printed Name

Planning Manager                                     V.P. Finance/Admin
------------------------------                       --------------------------
Title                                                Title


June 28, 1994                                        July 26, 1994
------------------------------                       --------------------------
Date                                                 Date


----------------------
5 In this document "****" are used in place of redacted information.

ASS00891.WP5                                                                 27
<PAGE>
                                  ATTACHMENT A

                          MCI CARRIER OPERATOR SERVICES


Customer is  interested in buying MCI Carrier  Operator  Services for resale and
MCI is interested in providing such services to Customer. In order to accomplish
those purposes the parties hereby agree as follows:

1.       Operator Services.

         (a) MCI shall provide  Customer with MCI Carrier  Operator  Services as
         such service is delineated in applicable tariffs,  including MCI Tariff
         FCC No. 1 (the "Tariff") and, except as provided  herein,  at the rates
         contained in the Tariff.

         (b) "Operator  Service  Calls" mean long distance calls dialed with the
         0+, 01+ or 00- dialing  pattern  (and  excluding  calls dialed with the
         950-XXXX and 800 dialing patterns).

         (c)  Customer  shall not use any service  mark or  trademark  of MCI or
         refer to MCI in connection with any service provided  hereunder without
         the prior written approval of MCI.

         (d) Call  Originating  Identification  Information.  MCI  must  receive
         electronic  call  origination  identification  ANI information for each
         call carried  hereunder.  If the Originating  Site uses Feature Group D
         local access  service,  the required  call  origination  identification
         information is automatically supplied by the local exchange company. If
         the  Originating  Site uses a type of local access  service  other than
         Feature Group D local access service,  the Originating Site shall cause
         electronic  call  origination  identification  information  (in a  form
         acceptable  to MCI) to be  supplied  to MCI at the  initiation  of each
         call.

(e)      Emergency Calls.

         (1) Each  Originating  Site  shall  configure  its  system  so that 911
         emergency calls, where available,  and similar emergency calls, will be
         automatically routed to the appropriate party or clearing house without
         the intervention of MCI.  Emergency calls which do reach a MCI operator
         shall be handled in accordance with MCI standard operating procedures.

         (2) If Customer or MCI provides an emergency number database,  Customer
         agrees to  indemnify  and hold MCI  harmless  from any and all  claims,
         damages, fines, penalties and any other liabilities (including attorney
         fees)  arising  out  of  the  inaccuracy  of  any  information  or  the
         inadequacy of any procedure or personnel.


(f)      Private Payphones.

         (1)      Private payphone lines must be classed as "07" COCOT.

         (2)      All payphones must have Billed Number  Screening  ("BNS"),  if
                  available.  If BNS is not  available,  the  Customer  will  be
                  responsible for calls billed to any lines without BNS.

         (3)      Unless otherwise permitted by law, all 0- calls must be passed
                  to the Local Exchange Carrier ("LEC").

         (4)      Payphones must not block 950-XXXX or 1-800-XXX-XXXX calls.

ASS00891.WP5                                                                 28
<PAGE>
         (5)      All payphones must have "011" blocking at the central  office,
                  if available.  If international blocking is not available,  or
                  if Customer  chooses not to block "011" calls,  then  Customer
                  assumes responsibility for any international fraud.

         (6)      For  Premises  Telephones  located in  condominiums,  Customer
                  shall be liable for all charges attributable to the failure of
                  Customer to secure  screening which prevents  1-10XXX domestic
                  and  international  dialing and which  indicates  to operators
                  that the telephone is  restricted  to prohibit  billing of the
                  original ANI.

         (7)      Customer shall be responsible for any fraud resulting from its
                  purchase and use of MCI Carrier Operator Services.

(g)      Compliance.  Customer will comply with  applicable  federal,  state and
         local laws and  regulations,  including  without  limitation,  laws and
         regulations  relating  to  operator  service  during  the  term of this
         Agreement.  Examples of laws relating to operator service are described
         in Exhibit A, "Compliance with Federal and State Operator Service Law".
         MCI  takes  no  responsibility   for  any  omissions  or  misstatements
         contained in Exhibit A.


(h)      Authority.

         (1)  Customer  warrants  that it is  authorized  to select the operator
         services carrier for the telephones served by Customer pursuant to this
         Agreement.  Customer  agrees  that if any other  party makes any claims
         against  MCI  for  commissions  from  such  telephones,  Customer  will
         responsible  for any such claim.  Customer shall indemnify MCI and hold
         MCI harmless from any loss,  cost or expense  resulting from such claim
         and will pay MCI's  reasonable  attorney's fees resulting from any such
         claim.

         (2) If Customer is an agent of the premises  owner or  telephone  owner
         for  the  Premises  Telephones,   Customer  shall  obtain  the  written
         agreement of each premises owner and telephone  owner for each Premises
         Telephone  authorizing  Customer to select the operator service carrier
         for the Premises  Telephones  and  Customer  will submit a copy of such
         authorization  to MCI  upon  request.  MCI may take  steps  to  confirm
         compliance  with  this  provision,   including,   without   limitation,
         contacting  premises owners and telephone  owners whose  telephones are
         submitted by Customer.

(i)      Liability.

         Except in cases involving  proved willful or wanton  misconduct,  MCI's
         liability to Customer is limited to its  obligation to provide  service
         as described herein. MCI SHALL NOT BE LIABLE FOR ANY INDIRECT,  SPECIAL
         INCIDENTAL,  CONSEQUENTIAL,  OR  PUNITIVE  LOSS OR  DAMAGE OF ANY KIND,
         INCLUDING LOST PROFITS (WHETHER OR NOT MCI WAS AWARE OF THE POSSIBILITY
         OF SUCH  LOSS OR  DAMAGE),  BY  REASON  OF ANY ACT OF  OMISSION  IN ITS
         PERFORMANCE UNDER THIS AGREEMENT. Customer shall indemnify and hold MCI
         harmless  against any and all  claims,  losses,  liabilities,  damages,
         costs or expenses arising out of or related to this Agreement and shall
         pay MCI's reasonable attorney's fees resulting from any such claim.

2. Rates.  The rates in the  following  schedule  shall be charged on Customer's
usage of MCI Carrier Operator Services.  The automated rate will be charged from
the time a call reaches a node until the call is terminated.  The live rate will
be charged in addition to  automated  rates for the portion of each call that is
handled by a live operator.

ASS00891.WP5                                                                 29
<PAGE>
                                         Automated          Live
          Monthly Attempts               Rate/Sec.          Rate/Sec.
          ----------------               ---------          ---------s
                  0 -    50,000          $*******           $*******
             50,001 -   100,000          $*******           $*******
            100,001 -   200,000          $*******           $*******
            200,001 -   500,000          $*******           $*******
            500,001 - 1,000,000          $*******           $*******
          1,000,001 - 1,500,000          $*******           $*******
          1,500,000+                     $*******           $*******

3.       Rate Quotes. If Customer has provided the appropriate rate information,
         MCI will provide  real-time rate quotes to callers.  However,  Customer
         shall  indemnify  MCI and hold MCI  harmless  from any and all  claims,
         damages,  fines,  penalties or other  liabilities  (including  attorney
         fees) arising from the inaccuracy of any  information of the inadequacy
         of any procedures or personnel.

4.       Customer  Service.  Customer  agrees that all  customer  service  calls
         (i.e., billing disputes,  troubles,  general inquiries) shall be routed
         to Customer's customer service via a Customer-provided 800 number.

5.       Language Assistance. Customer agrees that if, on a monthly basis, calls
         utilizing MCI Carrier  Operator  Services  language  assistance  exceed
         ********************,  Customer shall pay ********* the Tariff rate for
         all calls exceeding ********************.

6.       Brand.  Customer  agrees  that  it will  resell  MCI  Carrier  Operator
         Services in its own name only.

7.       Service Delivery.  Customer agrees that it will receive and deliver all
         MCI Carrier  Operator  Services  calls from/to one of the three (3) MCI
         automated nodes via an MCI TDS-1.5 or TDS-45 circuit.

8.       Billing. Customer agrees to be responsible for all end-user billing for
         operator services and further agrees that if MCI provides rating and/or
         recording  services for billing,  Customer shall indemnify and hold MCI
         harmless from any and all claims,  damages,  fines,  penalties or other
         liabilities  (including  attorney  fees) arising from the inaccuracy of
         any information of the inadequacy of any procedures or personnel.

9.       Forecasting.  Customer agrees to provide a written monthly forecast for
         automated and life MCI Carrier Operator  Services to be received by MCI
         no later than ten (10) days prior to the beginning of each month.

10.      Average Speed of Answer. If Customer's actual use of automated and live
         MCI carrier  services is less than  *****************  above Customer's
         monthly  forecast  as  required  in  Paragraph  9 above,  MCI agrees to
         provide an Average Speed of Answer ("ASA") of  ********************* or
         less.

11.      Force Majeure. If because of force majeure,  MCI is unable wholly or in
         part to carry out any of its  obligations  under this  Agreement,  such
         obligations  shall be suspended  for the duration of the event of force
         majeure.  During the continuance of such force majeure, MCI shall incur
         no  liability  by reason of its  failure to perform the  obligation  so
         suspended,  provided,  however, that the disabling effect of such force
         majeure  shall be  eliminated  as soon as and to the extent  reasonable
         possible. The term "force majeure" as used herein shall include switch,
         radio or cable failure,  cable cut, acts of God,  riots,  insurrection,
         war, labor dispute, fire, flood, explosion,  orders or acts of military
         or  civil  authority,  and any  other  cause  beyond  MCI's  reasonable
         control.

ASS00891.WP5                                                                 30
<PAGE>
12.      Complete  Agreement.  This  Agreement  is the entire  agreement  of the
         parties with  respect to its subject  matter and  supersedes  all prior
         agreements and understandings,  whether written or oral, concerning the
         subject  matter.  This  Attachment  cannot be  amended,  or assigned by
         Customer, except by a written agreement signed by both parties.


ASS00891.WP5                                                                 31
<PAGE>


                                                                      Exhibit C5

                              MCI CARRIER ADDENDUM
                              MCI 800 DIAL SERVICE (6)
                                [First Amendment]

This  MCI  Carrier   Addendum   ("Addendum")   between  MCI   TELECOMMUNICATIONS
CORPORATION ("MCI") and GENERAL COMMUNICATIONS,  INC. ("Customer") is subject to
the Communications Act of 1934, as amended.

MCI will provide to Customer, and Customer will receive from MCI, interstate and
international  telecommunications  services  provided pursuant to this Addendum,
and intrastate  service pursuant to MCI's tariffs  governing such service.  This
Addendum incorporates by reference the terms of MCI Tariff FCC No. 1 ("Tariff"),
which Tariff may be modified from time to time by MCI in accordance with law and
thereby affect the services furnished Customer,  except that the following terms
and conditions shall supplement or, to the extent inconsistent, supersede Tariff
terms and conditions and shall remain in effect throughout the service term.

1. Customer agrees that in each consecutive twelve (12) month period of the term
of this Agreement  ("Annual  Period") its invoiced domestic usage of MCI 800 DAL
Service, pursuant to the MCI Carrier Agreement between the parties dated January
1, 1993 and  amended on February  1, 1994  ("Agreement"),  shall equal or exceed
***************************************   before   application  of  any  credits
received hereunder ("Annual 800 DAL Subminimum").

2. The term of this  Addendum may not exceed the term of the Agreement and shall
be for three (3) years.

3. In exchange  for the Annual 800 DAL  Subminimum  commitment,  Customer  shall
receive  the  following  in lieu of  Tariffed  or other  promotions  or  credits
applicable  to MCI 800  DAL  Service  for  which  Customer  might  otherwise  be
eligible:

         A.       Signing Bonus:  Customer shall receive a one-time credit equal
                  to   *********************   of  Customer's   Annual  800  DAL
                  Subminimum.  The on-time  credit  shall  appear on  Customer's
                  fourth  (4th)   monthly   invoice  and  shall  be  applied  to
                  Customer's total monthly interstate usage under the Agreement,
                  provided,  however,  that in no event shall the credit  exceed
                  *********************************.

         B.       Annual 800 Credit(s):  At the conclusion of each Annual Period
                  of the  term of  this  Addendum  in  which  Customer's  annual
                  invoiced  domestic  usage  of MIC 800 DAL  Service  equals  or
                  exceeds the Annual 800 DAL Subminimum,  Customer shall receive
                  a credit equal to  *****************  of  Customer's  invoiced
                  domestic MIC 800 DAL usage for the  preceding  Annual  Period.
                  The credit shall be applied to Customer's  combined interstate
                  monthly  usage  under  the  Agreement  invoiced  in the  month
                  following the conclusion of the appropriate  Annual Period and
                  shall   not   exceed   **************************************,
                  provided,  however, that Customer shall not receive any credit
                  pursuant to this  subparagraph B unless and until Customer has
                  fully  complied  with the  requirements  of Paragraph 2 of the
                  Agreement.

4. If  Customer  fails to attain  the Annual  800 DAL  Subminimum  in any Annual
Period,  for that Annual Period:  (a) Customer shall repay a prorata  portion of
the 800 Bonus  described  in  Paragraph  3A based 

----------------------
6 In this document "****" are used in place of redacted information.


ASS00891.WP5                                                                 32
<PAGE>
upon  the  difference  between  Customer's  actual  annual  domestic  800  usage
hereunder and Customer's  Annual 800 Subminimum;  (b) Customer shall not receive
an Annual 800 Credit as described in  Paragraph 3B for that Annual  Period;  and
(c) Customer  shall pay an  underutilization  charge (which  Customer  agrees is
reasonable) equal to  ********************* of the difference between the Annual
800 Subminimum and Customer's actual invoiced annual domestic 800 usage.
5. If Customer terminates this Addendum or the Agreement during the term of this
Addendum  for  reasons  other than for cause or to take  service  under  another
arrangement with MCI having equal or greater term and volume  requirements or if
MCI terminates the Agreement or this Addendum for cause,  then Customer will pay
MCI within thirty (30) days of the effective date of such  termination an amount
equal to  *********************  of the  difference  between  Customer's  actual
annual domestic 800 usage hereunder and Customer's  Annual 800 Subminimum,  or a
pro rata portion thereof for any partial year, for each Annual Period  remaining
in the term  after  termination,  plus  repay all  credits  previously  received
hereunder.

6.  Customer  shall  not  disclose  to any  third  party  any of the  terms  and
conditions set forth herein unless such  disclosure is lawfully  required by any
federal governmental agency, is otherwise required to be disclosed by law, or is
necessary in any legal proceeding  establishing rights and obligations under the
Agreement  or  this  Addendum.  In the  event  of any  unpermitted  third  party
disclosure  hereunder,  MCI's  remedy  shall be pursuant to  Paragraph 12 of the
Agreement. This Addendum may not be assigned by Customer.

7.  Except  as  expressly  provided  in  this  Addendum,  all of the  terms  and
conditions  contained  in the  Agreement  shall remain in full force and effect.
Notwithstanding  the  foregoing,  MCI may, if required by  applicable  law, file
appropriate tariff provisions  governing the offering under this Addendum.  When
effective, such provisions shall be controlling, notwithstanding anything to the
contrary  in this  Addendum.  In the event that  regulatory  authority  does not
permit required tariff  provisions to become  effective,  either party may, upon
written  notice  to the  other,  terminate  this  Addendum  without  termination
liability.

In order to be eligible for this offer,  an authorized  officer of Customer must
confirm  Customer's  acceptance  of the above terms and  conditions by executing
this Promotion  where  indicated below no later than March 7, 1994. If signed by
Customer and returned to MCI on or before March 7, 1994,  this Amendment will be
effective on February 1, 1994.  If this  Amendment is not signed by Customer and
received by MCI on or before March 7, 1994,  this Amendment will be effective on
the first day of the first full month  following  execution of this Amendment by
both parties.

ACCEPTED AND AGREED TO:

GENERAL COMMUNICATIONS, INC.                         MCI TELECOMMUNICATIONS
                                                           CORPORATION

/s/                                                  /s/
------------------------------                       --------------------------
Authorized Signature                                 Authorized Signature


Wilson Hughes                                        
Executive Vice President                             Vice President
------------------------------                       --------------------------
Title                                                Title


    3/7/94                                              4/20/94
------------------------------                       --------------------------
Date                                                 Date

ASS00891.WP5                                                                 33