TABLE OF CONTENTS

                                    BYLAWS OF

                       ROGERS CABLESYSTEMS OF ALASKA, INC.
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                         Article and Section                                                                 Page
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I.           OFFICES                                                                                           1

II.          SEAL                                                                                              1

III.         MEETINGS:

Section       1    -- Annual Meeting                                                                           1
Section       2    -- Special Meetings                                                                         1
Section       3    -- Place of Meeting                                                                         2
Section       4    -- Notice of Meeting                                                                        2
Section       5    -- Closing Transfer Books or Fixing Record Date                                             2
Section       6    -- Voting Lists                                                                             3
Section       7    -- Quorum                                                                                   3
Section       8    -- Proxies                                                                                  3
Section       9    -- Voting of Shares                                                                         4
Section      10    -- Voting of Shares by Certain Holders                                                      4
Section      11    -- Informal Action by Shareholders                                                          5
Section      12    -- Cumulative Voting                                                                        5
Section      13    -- Shareholders' Right to Financial Statements                                              5
Section      14    -- Shareholders' Right to Books and Records                                                 5

IV.          BOARD OF DIRECTORS:

Section      1     -- General Powers                                                                           5
Section      2     -- Number, Tenure, and Qualifications                                                       5
Section      3     -- Regular Meetings                                                                         6
Section      4     -- Special Meetings                                                                         6
Section      5     -- Notice                                                                                   6
Section      6     -- Quorum                                                                                   7
Section      7     -- Manner of Acting                                                                         7
Section      8     -- Action Without a Meeting                                                                 7
Section      9     -- Vacancies                                                                                7
Section      10    -- Compensation                                                                             8
Section      11    -- Board Powers                                                                             8
Section      12    -- Records                                                                                 10
Section      13    -- Director Reliance                                                                       10
Section      14    -- Director Right to Inspect                                                               10
Section      15    -- Vacancy; Removal of Directors                                                           10
Section      16    -- Resignation                                                                             10
Section      17    -- Director Conflicts of Interest                                                          11
Section      18    -- Director Liability                                                                      11
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                         Article and Section                                                                 Page
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<S>                                                                                                           <C>
V.           OFFICERS:                                                                                        11

Section          1 -- Number                                                                                  11
Section          2 -- Election and Term of Office                                                             11
Section          3 -- Removal                                                                                 11
Section          4 -- Resignation                                                                             11
Section          5 -- Chairman; President                                                                     11
Section          6 -- The Vice Presidents                                                                     12
Section          7 -- The Secretary                                                                           12
Section          8 -- The Treasurer                                                                           12
Section          9 -- Salaries                                                                                13
Section         10 -- Reimbursement Disallowed Salaries & Payments                                            13
Section         11 -- Reliance                                                                                13

VI.          CERTIFICATES OF STOCK:

Section          1 -- Certificates                                                                            13
Section          2 -- Transfer of Shares                                                                      14
Section          3 -- Restrictions on Transfer                                                                14
Section          4 -- Corporate Option to Purchase                                                            14
Section          5 -- Responsibility                                                                          15
Section          6 -- No Treasury Shares                                                                      15

VII.         FISCAL YEAR                                                                                      15

VIII.        INDEMNIFICATION:

Section          1 -- Nonderivative Actions                                                                   15
Section          2 -- Derivative Actions                                                                      16
Section          3 -- Denial of Right to Indemnification                                                      17
Section          4 -- Determination                                                                           17
Section          5 -- Successful Defense                                                                      17
Section          6 -- Condition Precedent to Indemnification                                                  18
Section          7 -- Insurance                                                                               18
Section          8 -- Former Officers, Directors, etc.                                                        18
Section          9 -- Purpose and Exclusivity                                                                 18
Section         10 -- Limitation of Liability                                                                 19

IX.          DIVIDENDS                                                                                        19

X.           LOANS TO DIRECTORS, OFFICERS. AND EMPLOYEES                                                      19

XI.          WAIVER OF NOTICE                                                                                 19

XII.         REPORTS                                                                                          19

XIII.        AMENDMENTS                                                                                       19
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                                     BYLAWS

                                       OF

                       ROGERS CABLESYSTEMS OF ALASKA, INC.





                               ARTICLE I. OFFICES

                The corporation shall maintain its principal office for the
transaction of its business in the City of Wasilla, State of Alaska. The
corporation may have such other offices, either within or without the State of
Alaska, as the Board of Directors may designate or as the business of the
corporation may require from time to time.

                                ARTICLE II. SEAL

                The Board of Directors may provide a corporate seal which shall
be circular in form and shall have inscribed thereon the name of the
corporation, the state of incorporation, and the words, "corporate seal."

                              ARTICLE III. MEETINGS

                Section 1-- Annual Meeting. The annual meeting of the
shareholders shall be held on the       day in the month of           in each
year (unless such day is a legal holiday, in which case, the meeting shall be
held on the next succeeding business day) at the hour of       O'clock    .M.
for the purpose of electing directors and for the transaction of such other
business as may come before the meeting. If the election of directors shall not
be held on the day designated herein for any annual meeting of the shareholders,
or at any adjournment thereof, the Board of Directors shall cause the election
to be held at a special meeting of the shareholders as soon thereafter as
conveniently may be.

                Section 2-- Special Meetings. Special meetings of the
shareholders, for any purpose or purposes, unless otherwise prescribed by
statute, may be called by the Chairman of the Board, the President, or the Board
of Directors, and shall be


                                      --1--
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called by the President at the request of the holders of not less than
one--tenth of all the outstanding shares of the corporation entitled to vote at
the meeting.

                Section 3 -- Place of Meeting. The Board of Directors may
designate any place, either within or outside the State of Alaska, as the place
of meeting for any annual meeting or for any special meeting called by the Board
of Directors. A waiver of notice signed by all shareholders entitled to vote at
a meeting may designate any place, either within or outside the State of Alaska,
as the place for the holding of such meetings. If no designation is made, or if
a special meeting be otherwise called, the place of meeting shall be the
principal office of the corporation in the State of Alaska.

                Section 4 -- Notice of Meeting. Written notice stating the
place, day, and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than 20 nor more than 60 days before the date of the meeting, either personally
or by mail, by or at the direction of the President or the Secretary, or the
persons calling the meeting, to each shareholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail addressed to the shareholder at his address
as it appears on the stock transfer books of the corporation, with postage
thereon prepaid or, if the shareholder has filed with the Secretary a written
request that notice be mailed to a different address, addressed to the
shareholder at the new address.

                Section 5 -- Closing of Transfer Books or Fixing of Record Date.
For the purpose of determining shareholders entitled to notice of or to vote at
any meeting of shareholders, or any adjournment thereof, or shareholders
entitled to receive payment of any dividend, or in order to make a determination
of shareholders for any other proper purpose, the Board of Directors of the
corporation may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, 70 days. If the stock transfer
books shall be closed for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of shareholders, such books shall be closed
for at least 20 days immediately preceding such meeting. In lieu of closing the
stock transfer books, the Board of Directors may fix in advance a date as the
record date for any such determination of shareholders, such date in any case to
be not more than 60 days and, in case of a meeting of shareholders,


                                      --2--
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not less than 20 days prior to the date on which the particular action,
requiring such determination of shareholders, is to be taken. If the stock
transfer books are not closed and no record date is fixed for the determination
of shareholders entitled to notice of or to vote at a meeting of shareholders,
or shareholders entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the Board
of Directors declaring such dividend is adopted, as the case may be, shall be
the record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof.

                Section 6 -- Voting Lists. The officer or agent having charge of
the stock transfer books for shares of the corporation shall make a complete
list of the shareholders entitled to vote at each meeting of shareholders or any
adjournment thereof, arranged in alphabetical order, with the address of and the
number of shares held by each. Such list shall be made at least 20 days prior to
the meeting, shall be available for inspection by shareholders during business
hours for a period of 20 days prior to the meeting, shall be kept open at the
time and place of the meeting, and shall be subject to the inspection of any
shareholder during the whole time of the meeting for the purposes thereof.

                Section 7 -- Quorum. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
an adjourned meeting at which a quorum was present or represented, any business
may be transacted which might have been transacted at the meeting as originally
notified. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum, if any action is approved while a
quorum is present.

                Section 8 -- Proxies. At all meetings of shareholders, a
shareholder may vote in person or by proxy executed in writing by the
shareholder or by his duly authorized attorney--in--fact. Such proxy shall be
filed with the Secretary of the corporation


                                      --3--
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before or at the time of the meeting. The provisions of AS 10.16.418 are
incorporated by reference.

                Section 9 -- Voting of Shares. Subject to the provisions of
Section 12 of this Article III and any provision in the Articles of
Incorporation, each outstanding share entitled to vote shall be entitled to one
vote upon each matter submitted to a vote at a meeting of shareholders.

                Section 10-- Voting of Shares by Certain Holders.

                Shares standing in the name of another corporation may be voted
by such officer, agent, or proxy as the bylaws of such corporation may prescribe
or, in the absence of such provision, as the board of directors of such
corporation may determine.

                Shares held by an administrator, executor, guardian, or
conservator may be voted by that person either in person or by proxy, without a
transfer of such shares into the name of that person, Shares standing in the
name of a trustee may be voted by the trustee, either in person or by proxy, but
a trustee is not be entitled to vote shares held by the trustee without a
transfer of such shares into the name of the trustee.

                Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
the receiver without the transfer thereof into the name of the receiver if
authority to transfer the shares is contained in an appropriate order of the
court by which such receiver was appointed.

                A shareholder whose shares are pledged is entitled to vote the
shares until the shares have been transferred into the name of the pledgee and,
thereafter, the pledgee is entitled to vote the shares so transferred.

                Neither shares of its own stock held by this corporation nor
those held by another corporation, if a majority of the shares entitled to vote
for the election of directors of such other corporation are held directly or
indirectly by this corporation, shall be voted at any meeting or counted in
determining the total number of outstanding shares at any given time for
purposes of any meeting.

                Shares held by a nominee may be voted by the nominee either in
person or by proxy unless the nominee, in writing


                                      --4--
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delivered to the corporation, names the person for whom the nominee holds the
shares; and, in such event, such person shall vote the shares either in person
or by proxy.

                Section 11 -- Informal Action by Shareholders. Any action
required to be taken at a meeting of the shareholders or any other action which
may be taken at a meeting of the shareholders, may be taken without a meeting if
a consent in writing, setting forth the action so taken, shall be signed by all
of the shareholders entitled to vote with respect to the subject matter thereof.

                Section 12 -- Cumulative Voting, At each election for directors,
every shareholder entitled to vote at such election shall have the right to
vote, in person or by proxy, the number of shares owned by him for as many
persons as there are directors to be elected and for whose election he has a
right to vote or to cumulate his votes by giving one candidate as many votes as
the number of such directors multiplied by the number of his shares shall equal
or by distributing such votes on the same principle among any number of
candidates.

                Section 13-- Shareholders' Right to Financial Statements. The
provisions of AS 10.06.433 are incorporated herein by reference.

                Section 14-- Shareholders' Right to Books and Records. The
provisions of AS 10.06.430 are incorporated herein by reference,

                         ARTICLE IV. BOARD OF DIRECTORS

                Section 1-- General Powers. The business and affairs of the
corporation shall be managed by its Board of Directors.

                Section 2-- Number, Tenure, and Qualifications. The original
Board of Directors shall be at least one in number. The number of directors may
be increased up to the number of eleven by the vote of the directors or the
shareholders authorizing such increase or may be reduced to not less than one by
a like vote of the directors or the shareholders (provided, however, that a
shareholder action pertaining to the number of directors may not be overridden
by action of the directors); and the question of determining the number of
directors may be considered at any regular meeting, without the necessity of
previously giving notice of the contemplation of such change, or at any special
meeting called for that purpose in accordance


                                      --5--
<PAGE>
with these Bylaws. The Board of Directors shall be elected at the annual meeting
of the shareholders to hold office until the next succeeding annual meeting
(except in the case of the classification of directors permitted by AS
10.06.455). A director, including a director elected to fill a vacancy, shall
hold office until the expiration of the term for which elected and until a
successor has been elected and qualified, and the term of each director shall
begin immediately after election. Directors need not be residents of the State
of Alaska or shareholders of the corporation.

                Section 3 -- Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this Bylaw immediately after
and at the same place as the annual meeting of shareholders. The Board of
Directors may provide, by resolution, the time and place, either within or
outside the State of Alaska, for the holding of additional regular meetings of
the board or a committee of the board without other notice than such resolution.

                Section 4 -- Special Meetings. Regular or special meetings of
the Board of Directors or of a committee of the board may be called by or at the
request of the Chairman of the Board, the President, a vice president, the
Secretary, or a director. The person or persons authorized to call meetings may
fix any place, either within or outside the State of Alaska, as the place for
holding any regular or special meeting called by them.

                Section 5 -- Notice. Notice of any regular or special meeting
(if not earlier given in these Bylaws or a resolution of the board or a
committee of the board or at a duly constituted meeting of the board or a
committee of the board) shall be given at least 10 days previously thereto by
written notice mailed to each member at his business address or at least 72
hours previously thereto if notice is by telegram, electronic means, personal
messenger, or comparable person--to--person communication. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
so addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Any member may waive notice of any meeting. The attendance of
a member at a meeting shall constitute a waiver of notice of such meeting,
except where a member attends a meeting for the express purpose of objecting to
the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be


                                      --6--
<PAGE>
transacted at nor the purpose of any regular or special meeting of the Board of
Directors or a committee of the board need be specified in the notice or waiver
of notice of such meeting.

                Section 6 - Quorum. A majority of the number of members shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors or a committee of the board but, if less than such majority is
present at a meeting, a majority of the members present may adjourn the meeting
from time to time without further notice. Once a quorum is established and any
action is approved, the quorum may not thereafter be broken by the departure of
a member.

                Section 7 -- Manner of Acting. The act of the majority of the
members present at a meeting at which a quorum is present shall be the act of
the Board of Directors or a committee of the board. A member present when action
on a corporate matter is taken is presumed to have assented to the action unless
the member's dissent is entered in the minutes of the meeting or unless the
member who did not vote in favor of the action files a written dissent with the
Secretary before adjournment or by certified mail immediately after adjournment.
The members may meet by telephone or other similar communications equipment.

                Section 8 -- Action Without a Meeting. Any action that may be
taken by the Board of Directors or a committee of the board at a meeting may be
taken without a meeting if written consents identical in content shall be signed
by all of the members. The business transacted at any meeting of the Board of
Directors or a committee of the board, however called and noticed and wherever
held, shall be as valid as though had at a meeting duly held after regular call
and notice if a quorum be present at such meeting and if, before or after the
meeting or approval of the minutes thereof, each of the members not present sign
a written waiver of notice or a consent to holding such meeting or approval of
the minutes thereof and all such waivers, consents, or approvals shall be made a
part of the minutes of the meeting.

                Section 9 -- Vacancies. Any vacancy occurring in the Board of
Directors (other than by removal of a director ---- see Section 15) may be
filled by the affirmative vote of a majority of the remaining directors though
less than a quorum of the Board of Directors. A director elected to fill a
vacancy shall be elected for the unexpired term of his predecessor in office.
Any directorship to be filled by reason of an increase in the number of
directors may be filled by election by the Board of


                                      --7--

<PAGE>
Directors for a term off office continuing only until the next election of
directors by the shareholders. A vacancy shall be filled within six months or
the next annual meeting, whichever occurs first.

                Section 10 -- Compensation. By resolution of the Board of
Directors, each member may be paid expenses, if any, for attendance at each
meeting of the Board of Directors or a committee of the board and may be paid a
stated fee as a member or a fixed sum for attendance at each meeting or both. No
such payment shall preclude any member from serving the corporation in any other
capacity and receiving compensation therefor.
AS 10.06.230(4).

                Section 11 - Board Powers. Without limiting the general powers
conferred by these Bylaws and provided by law, the Board of Directors shall
have, in addition to such powers, the following powers, namely:

                (a) From time to time, to make and change rules and regulations
                not inconsistent with law, or with these Bylaws, for the
                management and control of the business of the corporation and
                its affairs, and of its officers, agents, and employees; to
                lease, purchase, or otherwise to acquire, in any lawful manner,
                for and in the name of the corporation, any and all real estate,
                personal property, letters patent, concessions, licenses,
                inventions, and other property rights or privileges whatsoever
                deemed necessary or convenient for the prosecution of its
                business and which the corporation is authorized to acquire, and
                generally, upon such terms and conditions as they think fit and
                in their discretion to pay therefor, either wholly or partially,
                in any stocks, bonds, debentures, or other securities of the
                corporation.

                (b) To sell or otherwise to dispose of any real estate, personal
                property, patents, licenses, inventions, property rights, or
                privileges belonging to the corporation, whenever, in their
                opinion, its interest would be thereby promoted.


                                      --8--
<PAGE>
                (c) To enter into agreements and contracts with individuals,
                groups of individuals, corporations, or governments for any
                lawful purpose, including shareholder agreements as described in
                AS 10.06.424, .425.

                (d) To supervise and direct the officers, agents, and employees
                of the corporation and to see that their duties are properly
                performed.

                (e) To appoint and remove, at its pleasure, any and all
                officers, agents, and employees of the corporation and to
                prescribe their duties in a manner not inconsistent with these
                Bylaws and to fix their compensation.

                (f) To borrow money and otherwise to incur indebtedness, to
                enter the terms and amount of such indebtedness in the minutes
                of the Board of Directors, to evidence such indebtedness by the
                note of the corporation, to mortgage the property of the
                corporation, and otherwise give security for the payment of such
                indebtedness.

                (g) By resolution adopted by a majority of the entire Board, the
                Board of Directors may designate from among its members an
                executive committee or other committees of the Board, and the
                Board may delegate to an executive committee or otherwise, all
                pursuant to AS 10.06.468. Persons other than directors may be
                appointed members of a committee, without vote.

                (h) To amend, alter, and repeal these Bylaws or any part thereof
                at any regular or special meeting of the Board of Directors.

                (i) In addition to the powers and authorities expressly
                conferred upon the Board of Directors by these Bylaws, the Board
                of Directors may exercise all such other lawful powers of the
                corporation and do all such lawful acts and things in the
                furtherance of the corporations business as are not by


                                      --9--
<PAGE>
                statute or by the Articles of Incorporation or by these Bylaws
                directed or required to be exercised or done by the
                shareholders.

                Section 12 -- Records. The Board of Directors shall cause to be
kept a complete record of all their minutes and acts and of the proceedings of
the shareholders and of shareholders meetings.

                Section 13 -- Director Reliance. In acting for the corporation,
and unless the director has knowledge concerning the matter in question that
makes reliance unwarranted, directors may rely upon information, opinions,
reports, or statements, including financial statements and data prepared by (1)
officers, employees, and agents of the corporation whom the director believes to
be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons, as to matters that the director reasonably
believes to be within the persons professional or expert competence, and (3)
committees of the board, as to matters within the authority of the committee
which the director believes to merit confidence.

                Section 14 -- Director Right to Inspect. Directors have an
absolute right, at a reasonable time, to inspect and copy all books, records,
and documents of the corporation and to inspect the physical properties of the
corporation pursuant to AS 10.06.450(d).

                Section 15 -- Vacancy; Removal of Directors. The board may
declare vacant the office of a director who has been declared of unsound mind by
a court order. The board may remove a director without reason if the removal is
approved by the outstanding shares in accordance with AS 10.06.460. Vacancies
occurring in the board by reason of removal of directors may be filled only by
approval of the shareholders.

                Section 16 -- Resignation. A director may resign upon giving
written notice to the Chairman of the Hoard, the President, the Secretary, or
the board. Upon such resignation (which is effective upon delivery of such
notice unless the notice specifies a later time) and notwithstanding that a
successor has not been elected or qualified, the office resigned is vacant. If
the resignation is effective at a future time, a successor may be elected to
take office when the resignation becomes effective.


                                     --10--
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                Section 17 -- Director Conflicts of Interest. Directors shall
disclose any conflict of interest in any contract or other transaction between
the corporation and the director or a corporation, firm, or association in which
one or more of the directors has a material financial interest. Such contracts
or other transactions may be approved pursuant to AS 10.06.478.

                Section 18-- Director Liability. The provisions of AS 10.06.480
are incorporated by reference.

                               ARTICLE V. OFFICERS

                Section 1 -- Number. The officers of the corporation shall be
Chairman of the Board, President, one or more Vice Presidents (the number
thereof to be determined by the Board of Directors), a Secretary, and a
Treasurer, each of whom shall be elected by the Board of Directors. Such other
officers and assistant officers as may be deemed necessary may be elected or
appointed by the Board of Directors. Any two or more offices may be held by the
same person except the offices of President and Secretary; provided, however,
that a sole shareholder of the corporation may hold all or any combination of
offices.

                Section 2 -- Election and Term of Office. The officers of the
corporation shall be chosen by the Board of Directors and shall serve at the
pleasure of the Board of Directors.

                Section 3-- Removal. Any officer or agent may be removed by the
Board of Directors, subject to contract rights, if any.

                Section 4 -- Resignation. An officer may resign at any time upon
written notice to the corporation without prejudice to the rights, if any, of
the corporation under contract to which the officer is a party.

                Section 5 -- Chairman; President. The Chairman of the Board or,
in his absence, the President shall be the principal executive officer of the
corporation and, subject to the control of the Hoard of Directors, shall, in
general, supervise and control all of the business and affairs of the
corporation. He shall, when present, preside at all meetings of the shareholders
and of the Board of Directors. He may sign with the Secretary or any other
proper officer of the corporation thereunto authorized by the Hoard of Directors
certificates for shares of the corporation, any deeds, mortgages, bonds,
contracts, or other instruments except in cases where the signing and


                                     --11--
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execution thereof shall be expressly delegated by the Board of Directors or by
these Bylaws to some other officer or agent of the corporation or shall be
required by law to be otherwise signed or executed and, in general, shall
perform all duties incident to the office of Chairman of the Board or President
and such other duties as may be prescribed by the Board of Directors from time
to time.

                Section 6 - The Vice Presidents. In the absence of the President
or in the event of his death, inability, or refusal to act, the Vice President
(in the event there be more than one Vice President, the Vice Presidents in the
order designated at the time of their election or, in the absence of any
designation, in the order of their election) shall perform the duties of the
President and, when so acting, shall have all the powers of and be subject to
all the restrictions upon the President. Any Vice President may sign with the
Secretary or an Assistant Secretary certificates for shares of the corporation
and shall perform such other duties as, from time to time, may be assigned to
him by the Chairman of the Board, the President, or the Board of Directors.

                Section 7-- The Secretary. The Secretary shall:
(a) keep the minutes of the proceedings of the shareholders and of the Board of
Directors in one or more books provided for that purpose; (b) see that all
notices are duly given in accordance with the provisions of these Bylaws or as
required by law; (c) be custodian of the corporate records; (d) if the
corporation has a seal, be custodian of the seal of the corporation and see that
the seal of the corporation is affixed to all documents the execution of which
on behalf of the corporation under its seal is duly authorized; (e) keep a
register of the post office address of each shareholder which shall be furnished
to the Secretary by such shareholder; (f) sign with the Chairman of the Board,
the President, or a Vice President certificates for shares of the corporation,
the issuance of which shall have been authorized by resolution of the Board of
Directors; (g) have general charge of the stock transfer books of the
corporation; and (h) in general, perform all duties incident to the office of
Secretary and such other duties as, from time to time, may be assigned to him by
the President or by the Board of Directors.

                Section 8 - The Treasurer. The Treasurer shall:
(a) have charge and custody of and be responsible for all funds and securities
of the corporation; (b) receive and give receipts for moneys due and payable to
the corporation from any source whatsoever and shall deposit all such moneys in
the name of the

                                     --12--
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corporation in such banks, trust companies, or other depositories as shall be
selected; and (c) in general, perform all of the duties incident to the office
of Treasurer and such other duties as, from time to time, may be assigned to him
by the Chairman of the Board, the President, or by the Board of Directors. If
required by the Board of Directors, the Treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the Board of Directors shall determine.

                Section 9 -- Salaries. The salaries of the officers, if any,
shall be fixed from time to time by the Board of Directors, and no officer shall
be prevented from receiving such salary by reason of the fact that he is also a
director of the corporation.

                Section 10 -- Reimbursement of Disallowed Salaries and Payments.
Any payments made to an officer of the corporation, such as a salary,
commission, bonus, interest, rent, or entertainment expense incurred by him
which shall be disallowed in whole or in part as a deductible expense by the
Internal Revenue Service or the Alaska Department of Revenue, shall be
reimbursed by such officer to the corporation to the full extent of such
disallowance. It shall be the duty of the directors, as a board, to enforce
payment of each such amount disallowed. In lieu of payment by the officer,
subject to the determination of the directors, proportionate amounts may be
withheld from his future compensation payments until the amount owed to the
corporation has been recovered.

                Section 11 -- Reliance. An officer is entitled to rely on
information, opinions, reports, or statements, including financial statements
and other financial data in each case prepared or presented by legal counsel or
public accountants, unless the officer has knowledge concerning the matter in
question that makes reliance unwarranted.

                        ARTICLE VI. CERTIFICATES OF STOCK

                Section 1 Certificates for Shares. Certificates representing
shares of the corporation shall be in such form as shall be determined by the
Board of Directors but shall contain notices thereon of any restriction in
transfer thereof. Such certificates shall be signed by the President or a Vice
President and by the Secretary or an Assistant Secretary and may be sealed with
the corporate seal or a facsimile thereof. The signatures of such officers upon
a certificate may be facsimiles if the certificate is countersigned by a
transfer agent or

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<PAGE>
registered by a registrar other than the corporation itself or one of its
employees. All certificates for shares shall be consecutively numbered or
otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be cancelled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled except that, in the
case of a lost, destroyed, or mutilated certificate, a new one may be issued
therefor upon such terms and indemnity to the corporation as the Board of
Directors may prescribe. The Board of Directors may issue shares without
certificates pursuant to AS 10.06.349. Shares shall be fully paid for before
issuance of a certificate therefor

                Section 2 -- Transfer of Shares. Transfer of shares of the
corporation shall be made only on the stock transfer books of the corporation by
the holder of record thereof, by his legal representative, who shall furnish
proper evidence of authority to transfer, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the corporation, and upon surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the books of the corporation
shall be deemed by the corporation to be the owner thereof for all purposes.

                Section 3 -- Restrictions on Transfer. Transfer of stock in this
corporation is or may be restricted (a) by law, and particularly by provisions
of federal and state securities laws, (b) by agreement between the corporation
and its shareholders or agreement between shareholders, a copy of which shall be
maintained by the Secretary and made available for reasonable inspection and
copying by persons with a pecuniary interest therein, and (c) by provision of
these Bylaws.

                Section 4 -- Corporate Option to Purchase, If no agreement
exists between the corporation and its shareholders, then no stock of this
corporation shall be sold or transferred to any person other than the
corporation or a shareholder of the corporation (excluded person) without said
stock first having been offered for sale to the corporation for redemption and
then to the other of the shareholders of the corporation as follows:


                                     --14--
<PAGE>
                Should any of the shareholders of the corporation desire to sell
or transfer stock or any interest therein, to any excluded person, the
shareholder shall first offer, in writing, such stock to the corporation and
then to the other shareholders of the corporation, in the ratio and proportion
that the other shareholders hold stock in the corporation, at a price to be set
forth in the notice. The corporation, after receiving such notice, shall have
thirty days within which to purchase the interest of the selling shareholder
and, should the corporation fail or refuse to purchase said stock within the
thirty--day period after the receipt of the notice, then the selling shareholder
shall give a like written notice and a like period of time to the continuing
shareholders to purchase the interest of the selling shareholder at the price
set forth in the notice. The shareholders receiving such notice shall have
thirty days within which to purchase the interest of the selling shareholder
and, should the continuing shareholders or any part of them refuse or fail to
purchase their proportionate interest in the stock being offered for sale by the
selling shareholder within the thirty--day period after receipt of the notice,
then the selling shareholder shall be at liberty to sell said stock to any
excluded person. In no event, however, shall said stock be sold to excluded
persons at a price less than the price offered to the corporation and to the
other shareholders, without first having offered the stock for sale to the
corporation and the other shareholders at a like price and under similar terms
or conditions.

                Section 5 -- Responsibility. It shall be the responsibility of
the transferring shareholder, before any transfer of the stock on the books of
the corporation, to make satisfactory proof to the Secretary or transferring
agent of compliance with law, applicable agreement, and these Bylaws.

                Section 6 -- No Treasury Shares. Any stock in the corporation
purchased, redeemed, or otherwise acquired by the corporation is restored to the
status of authorized but unissued.

                            ARTICLE VII. FISCAL YEAR

                The fiscal year of the corporation shall begin on the   day of
        and end on the   day of              in each year.


                          ARTICLE VIII. INDEMNIFICATION

                Section 1 - Nonderivative Actions. Subject to the provisions of
Sections 3, 4, 5, and 6 below, the corporation


                                     --15--
<PAGE>
shall defend, indemnify, and hold financially harmless any person who was or is
a party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding whether civil, criminal, administrative,
or investigative (other than an action by or in the right of the corporation) by
reason of or arising from the fact that the person is or was a director,
officer, employee, or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee, agent, partner, or
trustee of another corporation, partnership, joint venture, trust, or other
enterprise, against costs and expenses (including attorney's fees) of said suit,
action, or proceeding, judgments, fines, and amounts paid in settlement actually
and reasonably incurred in connection with the action, suit, or proceeding if
(i) the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to a criminal action or proceeding, did not know and had no
reasonable cause to believe the conduct was unlawful or (ii) the person's act or
omission giving rise to such action, suit, or proceeding is ratified, adopted,
or confirmed by the corporation or the benefit thereof received by the
corporation. The termination of any action, suit, or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption, and settlement shall not
constitute any evidence, that the person did not act in good faith and in a
manner which the person reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to a criminal action or
proceeding, did not know and had no reasonable cause to believe that the conduct
was unlawful.

                Section 2 -- Derivative Actions. Subject to the provisions of
Sections 3, 4, 5, and 6 below, the corporation shall defend, indemnify, and hold
financially harmless any person who was or is a party or is threatened to be
made a party to any threatened, pending, or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of or
arising from the fact that the person is or was a director, officer, employee,
or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee, agent, partner, or trustee of
another corporation, partnership, joint venture, trust, or other enterprise
against costs and expenses (including attorney's fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit if
(i) the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the


                                     --16--
<PAGE>
corporation or (ii) the person's act or omission giving rise to such action or
suit is ratified, adopted, or confirmed by the corporation or the benefit
thereof received by the corporation; provided, however, that no indemnification
shall be made in respect of any claim, issue, or matter as to which such person
shall have been adjudged to be liable for gross negligence or deliberate
misconduct in the performance of the person's duty to the corporation unless,
and only to the extent that, the court in which the action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for the expenses which the court considers
proper.

                Section 3 -- Denial of Right to Indemnification. Subject to the
provisions of Sections 5 and 6 below, defense and indemnification under Sections
1 and 2 of this article automatically shall be made by the corporation unless it
is expressly determined that defense and indemnification of the person is not
proper under the circumstances because the person has not met the applicable
standard of conduct set forth in Sections 1 or 2 of this article. The person
shall be afforded a fair opportunity to be heard as to such determination.
Defense and indemnification payment may be made, in the case of any challenge to
the propriety thereof, subject to repayment upon ultimate determination that
indemnification is not proper.

                Section 4-- Determination. The determination described in
Section 3 shall be made:

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

                (2) if such quorum is not obtainable or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion; or

                (3) by a majority vote of the outstanding shares, including any
shares held by the person or by any person who is not disinterested.

                Section 5 -- Successful Defense. Notwithstanding any other
provisions of Sections 1, 2, 3, or 4 of this article but subject to the
provisions of Section 6 below, if a person is successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to in Sections
1 or 2 of this article or in defense of any claim, issue, or matter therein,


                                     --17--
<PAGE>
the person shall be indemnified against costs and expenses (including attorney's
fees) actually and reasonably incurred in connection therewith.

                Section 6 -- Condition Precedent to Indemnification. Any person
who desires to receive defense and indemnification under this article shall
notify the corporation reasonably promptly that the person has been named a
defendant to an action, suit, or proceeding of a type referred to in Sections 1
or 2 and that the person intends to rely upon the right of indemnification
described in this article. The notice shall be in writing and mailed via
registered or certified mail, return receipt requested, to the President of the
corporation at the executive offices of the corporation or, in the event the
notice is from the President, to the registered agent of the corporation. Notice
need not be given when the corporation is otherwise notified by being named a
party to the action.

                Section 7 -- Insurance. At the discretion of the Board of
Directors, the corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee, or agent of the corporation
or is or was serving at the request of the corporation as a director, officer,
employee, agent, partner, or trustee of another corporation, partnership, joint
venture, trust, or other enterprise against any liability asserted against or
incurred by the person in any such capacity or arising out of the person's
status as such whether or not the corporation would have the power to defend and
indemnify the person against such liability under the provisions of this
article.

                Section 8 -- Former Officers, Directors, etc. The
indemnification provisions of this article shall be extended to a person who has
ceased to be a director, officer, employee, or agent as described above and
shall inure to the benefit of the heirs, personal representatives, executors,
and administrators of such person.

                Section 9-- Purpose and Exclusivity. The defense and
indemnification referred to in the various sections of this article shall be
deemed to be in addition to and not in lieu of any other rights to which those
defended and indemnified may be entitled under any statute, rule of law or
equity, agreement, vote of the shareholders or Board of Directors, or otherwise.
The purpose of this article is to augment, pursuant to AS 10.06.490(f) and the
other provisions of AS 10.06.490.


                                     --18--
<PAGE>
                Section 10 -- Limitation of Liability. If set forth in the
Articles of Incorporation, no director of this corporation shall have any
personal liability to the corporation or its shareholders for monetary damages
for the breach of fiduciary duty as a director except as provided in AS
l0.06.210(1)(M).

                              ARTICLE IX. DIVIDENDS

                Dividends upon the capital stock of the corporation may be
declared by the Board of Directors at any regular or special meeting. Before
paying any dividend or making any distribution, the directors shall ascertain
compliance with the provisions of AS lO.06.358--.373.

             ARTICLE X. LOANS TO DIRECTORS, OFFICERS, AND EMPLOYEES

                No loan shall be made to a director, officer, or employee of the
corporation except pursuant to AS 10.06.485.

                          ARTICLE XI. WAIVER OF NOTICE

                Whenever any notice is required to be given to any shareholder
or director of the corporation under the provisions of these Bylaws, the
Articles of Incorporation, or the Alaska Corporations Code, a waiver thereof in
writing signed by the person or persons entitled to such notice, whether before
or after the time stated therein, or attendance at a meeting without protesting
before the meeting or at its commencement the lack of notice, shall be deemed
equivalent to such notice.

                              ARTICLE XII. REPORTS

                The corporation is exempt, as allowed under
AS 10.06.432, from the reporting requirements set forth in AS 10.06.433(a) and
(b) but shall comply with the provisions of AS 10.06.433(c)--(g). The Hoard of
Directors shall give timely notice of change in directors, officers, five
percent shareholder, registered agent, or office.

                            ARTICLE XIII. AMENDMENTS

                These Bylaws may be altered, amended, or repealed and new Bylaws
may be adopted by the Board of Directors at any regular or special meeting of
the Board of Directors.

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<PAGE>
                KNOW ALL MEN BY THESE PRESENTS: That the undersigned Secretary
of Rogers Cablesystems of Alaska, Inc. does hereby certify that the above and
foregoing Bylaws were duly adopted by the Board of Directors as the Bylaws of
the corporation on the 29th day of March, 1990.

                                                    /s/
                                                    Secretary


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