EXHIBIT 2.8
                            STOCK PURCHASE AGREEMENT


         This Stock Purchase Agreement ("Agreement"), dated  as of September 13,
1996, is between General Communication, Inc., an Alaska corporation ("GCI"), and
MCI Telecommunications Corporation, a Delaware corporation ("MCI").

         1.  Agreement to Purchase and Sell Shares.  On the terms and subject to
the  conditions  contained in this  Agreement,  on the Final  Closing  Date,  as
defined  below,  GCI agrees to sell to MCI, and MCI agrees to purchase from GCI,
two million (2,000,000) shares of GCI's Class A Common Stock ("Shares").  On the
Final  Closing  Date,  GCI shall deliver to MCI  certificates  representing  the
Shares.  The Final Closing Date ("Final  Closing Date") shall occur on the fifth
(5th)  business  day after which all  franchise  transfer  and other  regulatory
consents have been obtained  which are required for the full  performance of the
Securities Purchase and Sale Agreement dated effective as of May 2, 1996 for the
purchase and sale of Prime Cable of Alaska,  L.P.,  Alaska Cable, Inc. and Prime
Cable Fund I, Inc. (the "Prime SPA").

         2. Purchase  Price.  The purchase price payable for the Shares shall be
Thirteen Million Dollars $13,000,000.00 ("Purchase Price"). On the Final Closing
Date MCI shall pay to GCI the  Purchase  Price by wire  transfer of  immediately
available funds to a GCI designated account.

         3. Closing.  Unless this  Agreement and the  transactions  contemplated
hereby shall have been  terminated,  the closing  ("Closing")  of this Agreement
shall take place at the offices of Hartig,  Rhodes,  Norman,  Mahoney & Edwards,
P.C.,  717 K  Street,  Anchorage,  Alaska  99501 on or before  the  fifth  (5th)
business day following the latest of (i) the full  consummation  and performance
of the Prime SPA, or (ii) the last  condition  precedent  set forth in Section 8
shall have been  satisfied or waived,  or at such other time or place as MCI and
GCI shall mutually agree in writing.

         4.  Representations  and Warranties of GCI. GCI represents and warrants
to MCI as follows:

                           a) Due Organization and  Qualification.  GCI and each
of its  subsidiaries are  corporations  duly organized,  validly existing and in
good standing under the laws of their respective jurisdictions of incorporation,
with corporate  power and authority to own,  lease and operate their  respective
properties  and to conduct  their  respective  businesses as they are now owned,
leased and operated,  and conducted.  Each of GCI and its  subsidiaries  is duly
qualified as a foreign corporation to do business,  and is in good standing,  in
each  jurisdiction  where the  character of its  properties  owned or held under
lease or the nature of its activities makes such qualification necessary, 


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except where the failure so to qualify would not have a material  adverse effect
on GCI and its subsidiaries taken as a whole.

                           b)  Authorization.  GCI has the  requisite  corporate
power to enter into this Agreement and to perform its obligations hereunder. The
execution and delivery by GCI of, and the  performance by GCI of its obligations
under this Agreement have been duly authorized by all requisite corporate action
of GCI, and this Agreement is a valid and binding agreement of GCI,  enforceable
against  GCI in  accordance  with its  terms,  except as  enforceability  may be
limited by  bankruptcy,  insolvency,  moratorium or other similar laws affecting
creditors' rights generally,  or by the principles governing the availability of
equitable remedies. None of the execution and delivery by GCI of this Agreement,
the issuance and sale by GCI of the Shares, the consummation of the transactions
contemplated  hereby,  or the  compliance by GCI with the terms,  conditions and
provisions hereof,  will conflict with or result in a breach or violation of any
of the terms,  conditions,  or provisions of GCI's articles of  incorporation or
by-laws or of any material agreement or instrument to which GCI is a party or by
which GCI or any of its material properties may be bound, or constitute, with or
without the  provision  of notice or the passage of time,  or both, a default or
create a right of  termination,  cancellation  or  acceleration  thereunder,  or
result in the creation or imposition of any security interest,  mortgage,  lien,
charge or encumbrance of any nature  whatsoever  upon GCI or any of its material
properties or assets.

                           c) Capital Stock. As of the date hereof and after the
issuance of the Shares as  contemplated  by this  Agreement,  the authorized and
issued and outstanding capital stock of GCI will be as set forth on the attached
Exhibit A, except for such  changes  (i)  resulting  from the  exercise of stock
options, (ii) the purchase of shares contemplated herein, and (iii) the purchase
and sale of  securities in connection  with the Cable  Acquisitions  (as defined
below)..

All of the  outstanding  shares of Class A Common Stock and Class B Common Stock
listed on the  Exhibit A have been or when  issued,  will be validly  issued and
outstanding,  fully  paid,  nonassessable  and not  entitled  to any  preemptive
rights. Except as set forth on Schedule 4(c)(i), there are currently outstanding
no options,  warrants,  rights or convertible  securities or other agreements or
commitments of any character  providing for the issuance of capital stock of GCI
or  any of its  subsidiaries.  Except  as set  forth  on the  attached  Schedule
4(c)(ii),  there are no voting trusts and other agreements or  understandings to
which GCI or any subsidiary is a party, and to GCI's knowledge,  no other voting
trusts  exist with  respect to the voting of the capital  stock of GCI or any of
its subsidiaries.

Except as set forth on the  attached  Schedule  4(c)(iii),  GCI owns the  entire
equity interest in each of its  subsidiaries,  and all the  outstanding  capital
stock of each subsidiary of GCI are validly issued, fully paid and nonassessable
and are owned by GCI free and clear of all liens,  charges,  preemptive  rights,
claims or encumbrances.


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                                                                     Page II-533
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                           d)  Issuance  of Shares.  The  Shares,  when sold and
delivered  by GCI to MCI  pursuant  to  this  Agreement,  will  have  been  duly
authorized and validly issued,  and will be fully paid and  non-assessable,  not
subject to any  preemptive  rights and free and clear of any security  interest,
lien, charge or encumbrance of any nature whatsoever.

                           e) SEC  Reports.  GCI has  timely  filed  all  forms,
reports, statements and schedules with the Commission required to be filed by it
pursuant to the Securities  Exchange Act of 1934, as amended ("Exchange Act") or
other federal securities laws since June 30, 1993, and has heretofore  delivered
to MCI (in the form filed with the Commission),  together with any amendments or
supplements thereto, including superseding amendments, its (i) Annual Reports on
Form 10-K for the fiscal  years ended  December  31, 1994 and December 31, 1995,
(ii) all definitive proxy statements  relating to GCI's meetings of stockholders
(whether  annual  or  special)  held  since  March  31,  1993 as filed  with the
Securities and Exchange Commission  ("Commission"),  and (iii) all other reports
or  registration  statements  filed by GCI  pursuant to the Exchange Act and the
Securities  Act of 1933,  as amended  ("Securities  Act")  since  March 31, 1993
(collectively,  "SEC Reports").  The SEC Reports (i) were prepared in compliance
with the applicable  requirements  of the Securities Act or the Exchange Act, as
the case may be,  and (ii) did not as of  their  respective  dates  contain  any
untrue statement of material fact or omit to state any material fact required to
be stated therein or necessary to make the statements  therein,  in light of the
circumstances in which they were made, not misleading.  None of the subsidiaries
of GCI is required to file any  reports,  statements,  forms or other  documents
with the Commission.

                           f)  Financial   Statements.   The  audited  financial
statements of GCI included or  incorporated  by reference in the SEC Reports and
the unaudited  interim monthly  financial  statements for periods  subsequent to
such  audited  financial  statements  (collectively,   including  the  footnotes
thereto,  "Financial  Statements")  are correct and  complete,  were prepared in
accordance with generally accepted accounting principles applied on a consistent
basis ("GAAP") (except as otherwise stated in the Financial Statements or in the
related  reports  of GCI's  independent  accountants)  and  present  fairly  the
consolidated  financial  position  of GCI and its  subsidiaries  as of the dates
thereof,  and the results of operations,  changes in financial  position and the
statements of stockholders' equity of GCI and its subsidiaries on a consolidated
basis for the periods indicated.  No event has occurred since the preparation of
the  Financial  Statements  that would  require a  restatement  of the Financial
Statements  under GAAP.  GCI has received no notice of any fact which may form a
basis  for any  claim by a third  party  which,  if  asserted,  could  result in
liability  affecting  GCI not  disclosed  by or  reserved  against in GCI's most
recent balance sheet. The Financial  Statements  reflect and at the Closing Date
will reflect,  the interest of GCI in the assets,  liabilities and operations of
all subsidiaries of GCI.


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Neither GCI nor any of its subsidiaries has any material  liability,  obligation
or  commitment of any nature  whatsoever  (whether  known or unknown,  due or to
become due, accrued, fixed, contingent, liquidated,  unliquidated, or otherwise)
other than  liabilities,  obligations  or  commitments  (i) which are accrued or
reserved against in the  consolidated  balance sheet of GCI and its consolidated
subsidiaries ("Balance Sheet") as of December 31, 1995 or reflected in the notes
thereto, (ii) which (x) arose in the ordinary course of business since such date
and (y) do not or would not  individually  or in the  aggregate  have a material
adverse effect on the business, properties or financial condition of GCI and its
subsidiaries  taken as a whole,  or (iii)  which are the type that  would not be
required  to be  reflected  on a  consolidated  balance  sheet  of GCI  and  its
subsidiaries  or in the notes  thereto if such  balance  sheet were  prepared in
accordance  with GAAP as of the date  hereof or as at the Closing  Date,  as the
case may be.  From the date of the most  recent  balance  sheet  included in the
Financial  Statements to and including the date hereof,  (i) GCI's  business has
been operated only in the ordinary course,  (ii) GCI has not sold or disposed of
any assets  other than in the ordinary  course of business,  (iii) there has not
occurred any material  adverse  change or event in GCI's  business,  operations,
assets,  liabilities,  financial  condition or results of operations compared to
the business, operations, assets, liabilities, financial condition or results of
operations  reflected  in the  Financial  Statements,  and  (iv)  there  has not
occurred any theft, damage, destruction or loss which has had a material adverse
effect on GCI.

                           g) Related Transactions. Since the date of GCI's 1995
Proxy Statement to the date hereof, GCI has not entered into or otherwise become
obligated  with  respect to any  transactions  which would  require a disclosure
pursuant to Item 404 of Regulation  S-K in accordance  with Items 7(b) or (c) of
Schedule 14A under the Exchange Act were GCI to distribute a proxy  statement as
of the date hereof and the Closing Date.

                           h) Litigation.  Except as set forth on Schedule 4(h),
there is no  claim,  suit,  action,  governmental  investigation  or  proceeding
pending or, to the knowledge of GCI,  threatened against or affecting GCI or any
of its subsidiaries which (i) seek to restrain or enjoin the consummation of the
transactions contemplated by this Agreement, or (ii) if decided adversely to GCI
or such  subsidiary  would have,  or would be likely to have a material  adverse
effect  on the  business,  properties  or  financial  condition  of GCI  and its
subsidiaries taken as a whole.  There is no outstanding order, writ,  injunction
or decree or, to the knowledge of GCI, any claim or  investigation of any court,
governmental  agency or arbitration  tribunal materially and adversely affecting
or which can reasonably be expected to materially and adversely  affect GCI, any
of its  subsidiaries,  or their  respective  properties,  assets or  businesses,
franchises,  licenses or permits under which they  operate,  or their ability to
operate their respective businesses in the ordinary course.

                           i) Governmental.  No governmental consent,  approval,
hearing, filing, registration or other action, including the passage of time, is
necessary  for the 


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                                                                     Page II-535
<PAGE>
execution and delivery of this  Agreement,  the issuance and sale of the Shares,
or the  consummation of the transactions  contemplated by this Agreement,  other
than (i) any applicable consents and/or approvals of the Federal  Communications
Commission  ("FCC"),  and (ii) any applicable  filings with and consents  and/or
approvals of state public service  commissions,  public  utility  commissions or
similar state  regulatory  bodies  ("Public  Utility  Commissions")  under state
public utility statutes and similar laws.

                           j) Absence of Certain  Changes.  Since  December  31,
1995, (i) there has not occurred or arisen any event having, and neither GCI nor
any of its subsidiaries has suffered, a material adverse effect on the business,
properties or financial  condition of GCI and its subsidiaries taken as a whole,
(ii)  GCI and its  subsidiaries  have  conducted  their  businesses  only in the
ordinary course,  consistent with past practices,  and (iii) neither GCI nor any
of its subsidiaries has taken any actions described in Sections 7 a) through e).

                           k) Fees.  Neither GCI nor any of its subsidiaries has
paid or become  obligated to pay any fee,  commission  to any broker,  finder or
intermediary in connection with the transactions contemplated by this Agreement.

                           l)  Certain  Agreements.  Except  as set forth on the
attached  Schedule 4(l),  there are no contracts,  agreements,  arrangements  or
understandings  to which  GCI or any of its  subsidiaries,  officers,  agents or
representatives  is a party, that create,  govern or purport to govern the right
of another party to acquire GCI or an equity  interest in GCI, or any subsidiary
of GCI, or to increase any such equity interest.

                           m)  Labor  Relations.  Neither  GCI  nor  any  of its
subsidiaries is a party to any collective bargaining agreement.  Since March 31,
1993,  neither GCI nor any of its subsidiaries has (i) had any employee strikes,
work  stoppages,  slowdowns  or  lockouts,  or (ii)  except  as set forth on the
attached Schedule 4(m)(ii), received any request for certification of bargaining
units or any other requests for collective bargaining.

                           n)  Licenses.  GCI  and  its  subsidiaries  have  all
permits, licenses, waivers, authorizations, approvals and certificates of public
convenience and necessity ("Licenses") (including, without limitation,  Licenses
by the FCC and Public Utility  Commissions)  which are necessary for GCI and its
subsidiaries  to conduct their  operations in the manner  heretofore  conducted,
except for  Licenses,  the failure of which to obtain  would not have a material
adverse effect on the business, properties or financial condition of GCI and its
subsidiaries  taken as a  whole.  No  event  has  occurred,  been  initiated  or
threatened with respect to the Licenses which permits,  or after notice or lapse
of time or both would permit,  revocation or termination thereof or would result
in any  material  impairment  of the rights of the holder of any of the Licenses
except for  revocations,  terminations  or  impairments  that would not,  in the
aggregate,  have a  material  adverse  effect  on the  business,  properties  or
financial condition of GCI and its subsidiaries taken as a whole.


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<PAGE>
                           o) Employee  Benefit  Plans.  Each  employee  benefit
plan, as such term is defined in Section 3(2) of the Employee  Retirement Income
Security Act of 1974,  as amended  ("ERISA"),  of GCI or any  subsidiary  of GCI
("Pension  Plan") and each other  employee  benefit  plan  within the meaning of
ERISA  (collectively with the Pension Plans,  ("Plans") complies in all material
respects with all applicable requirements of ERISA and the Internal Revenue Code
of 1986, as amended ("Code"),  and other applicable laws. None of the Plans is a
multi-employer  plan,  as such term is defined in Section  3(37) of ERISA.  Each
Pension Plan which is intended to be qualified  under Section 401(a) of the Code
has been determined by the Internal  Revenue Service to be qualified and nothing
has occurred since the date of any such determination or application which would
adversely affect such qualification.  Neither GCI nor any subsidiary of GCI, nor
any Plan nor any of their respective  directors,  officers,  employees or agents
has, with respect to any Plan, engaged in any "prohibited  transaction," as such
term is defined in Section 4975 of the Code or Section 406 of ERISA, which could
result in any taxes or penalties or other  liabilities under Section 4975 of the
Code or Section 502(i) of ERISA, except taxes, penalties or liabilities which in
the  aggregate  would  not  have a  material  adverse  effect  on the  business,
properties or financial  condition of GCI and its subsidiaries taken as a whole.
No liability to the Pension Benefit Guaranty  Corporation has been incurred with
respect to any Pension Plan that has not been satisfied in full. No Pension Plan
has incurred an "accumulated funding deficiency" within the meaning of the Code.
There has been no "reportable event" within the meaning of Section 4043 of ERISA
with respect to any Pension Plan. All amounts  required by the provisions of any
Pension Plan to be contributed have been so contributed.

                           p) Property  and  Leases.  Except as set forth on the
attached Schedule 4(p), GCI and its subsidiaries have good title to all material
assets reflected on the Balance Sheet except for (i) liens for current taxes and
assessments not yet past due, (ii) inchoate  mechanics' and materialmens'  liens
for construction in progress,  (iii) workers',  repairmens',  warehousemens' and
carriers'  liens  arising out of the ordinary  course of business,  and (iv) all
matters of  record,  liens and  imperfections  of title and  encumbrances  which
matters,  liens and imperfections  would not, in the aggregate,  have a material
adverse effect on the business, properties or financial condition of GCI and its
subsidiaries taken as a whole.

                           q) Material Agreements. Schedule 4(q) attached hereto
sets forth a complete  listing of all contracts and  agreements  existing on the
date hereof to which GCI or any of its  subsidiaries  is a party or by which any
of their  respective  properties  or assets is bound  other than  contracts  for
services  purchased  under  tariffs,  which  (i) are  with  any  customer  which
accounted for more than two percent of GCI or any of its  subsidiary's  revenues
for the year ended  December 31,  1995,  (ii)  involve  contracts  that call for
annual aggregate  expenditures by GCI in excess of $5,000,000,  or (iii) involve
contracts  that call for aggregate  expenditures  by GCI during the remainder of
their  respective  term  in  excess  of  $10,000,000.  All  such  contracts  and
agreements  


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<PAGE>
are valid and  binding,  in full force and effect and  enforceable  against  the
parties thereto in accordance with their respective  terms.  Except as set forth
on the attached  Schedule  4(q)(i),  to GCI's knowledge,  there is not under any
such contract or agreement any existing default, or event which, after notice of
lapse of  time,  or  both,  would  constitute  a  default,  by GCI or any of its
subsidiaries or any other party.

                           r)       Compliance with Laws.

                                    (i) GCI is in material  compliance  with all
applicable laws, rules, regulations, orders, ordinances, and codes of the United
States of America,  its territories and possessions,  and of any state,  county,
municipality,  or  other  political  subdivision  or  any  agency  of any of the
foregoing having jurisdiction over GCI's business and affairs.

                  In General.

                  GCI  has   constructed,   maintained  and  operated,   and  is
constructing,  maintaining  and  operating,  its  business  (including,  without
limitation, the real property owned or leased by GCI ("GCI's Real Property")) in
material  compliance with all applicable laws including the Communications  Act,
the rules  and  regulations  of the FCC,  the APUC (in each case as the same are
currently in effect);

                                    (i) All reports, notices, forms and filings,
and all fees and payments,  required to be given to, filed with, or paid to, any
governmental  authority  by GCI under all  applicable  laws have been timely and
properly  given and made by GCI,  and are  complete and accurate in all material
respects, in each case as required by applicable law;

                                    (ii)  GCI  has  not   received   any  notice
(written or oral) from any  governmental  authority or any other Person that it,
or its ownership  and operation of its business is in material  violation of any
applicable  law,  and GCI  knows  of no  basis  for the  allegation  of any such
violations; and

                                    (iii)  GCI  has  complied  in  all  material
respects with all applicable  legal  requirements  relating to the employment of
labor, including ERISA, continuation coverage requirements with respect to group
health plans,  and those relating to wages,  hours,  unemployment  compensation,
worker's  compensation,   equal  employment  opportunity,   age  and  disability
discrimination,  immigration  control and the payment and  withholding of taxes,
and no reportable  event,  within the meaning of Title IV of ERISA, has occurred
and is continuing with respect to any "employee  benefit plan" or "multiemployer
plan" (as those terms are defined in ERISA)  maintained by GCI or its affiliates
(as defined in Section  407(d)(7) of ERISA). No prohibited  transaction,  within
the meaning of Title I of ERISA,  has occurred with respect to any such employee
benefit  plan  or  multiemployer  plan,  and  no  material  accumulated  funding
deficiency (as defined 


                                                          REGISTRATION STATEMENT
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<PAGE>
in Title I of ERISA) or  withdrawal  liability (as defined in Title IV of ERISA)
exists with respect to any such employee benefit plan or multiemployer plan.

                                    (iv) To GCI's knowledge, except as set forth
in Schedule 4(r)(v):  (i) GCI has not received any notice (written or oral) from
any governmental authority or other Person that the Person giving such notice is
investigating  whether,  or has  determined  that there are, any  violations  of
Environmental  Laws by GCI, or violations of Environmental Law due to activities
on, or  affecting,  or related to GCI's Real  Property,  (ii) none of GCI's Real
Property has previously been used by any Person for the generation,  production,
emission, manufacture, handling, processing, treatment, storage, transportation,
disposal  or  discharge  of any  Hazardous  Substances,  (iii) GCI has not used,
generated, produced, emitted, manufactured, handled, possessed, treated, stored,
transported,  disposed or  discharged,  and does not  presently  use,  generate,
produce, emit, manufacture, handle, possess, treat, store, transport, dispose or
discharge,  any Hazardous Substances on, into or from GCI's Real Property,  (iv)
GCI is in  compliance in all material  respects with all laws  applicable to its
own  (as  distinguished  from  other  Persons')  use,  generation,   production,
emission,  manufacturing,  treatment,  storage,  transportation,  disposal,  and
discharge of any Hazardous Substances on, into or from GCI's Real Property,  (v)
there  are no above  ground  or  underground  storage  tanks,  or any  Equipment
containing polychlorinated biphenyls, on GCI's Real Property, (vi) no release of
Hazardous  Substances  outside  GCI's Real  Property has entered or threatens to
enter any of GCI's Real Property,  nor is there any pending or threatened  claim
based  on  Environmental  Laws  which  arises  from  any  condition  of the land
surrounding any of GCI's Real Property,  (vii) no Real Property has been used at
any time as a  gasoline  service  station  or any other  facility  for  storing,
pumping,  dispensing or producing  gasoline or any other  petroleum  products or
wastes,  (viii) no building  or other  structure  on any of GCI's Real  Property
contains asbestos, and (ix) there are no incinerators, septic tanks or cesspools
on GCI's Real Property and all waste is discharged  into a public sanitary sewer
system.  GCI has  provided  MCI with  complete  and  correct  copies  of (A) all
studies, reports, surveys or other materials in GCI's possession or of which GCI
has  knowledge  and to which GCI has access  relating to the presence or alleged
presence of Hazardous  Substances at, on or affecting  GCI's Real Property,  (B)
all notices or other materials in GCI's possession or of which GCI has knowledge
and to which GCI has access that were received from any  governmental  authority
having the power to  administer  or enforce any  Environmental  Laws relating to
current or past  ownership,  use or operation of the real property or activities
at or affecting GCI's Real Property and (C) all materials in GCI's possession or
to which GCI has  access  relating  to any  claim,  allegation  or action by any
private  third  party  under any  Environmental  Law.  The  representations  and
warranties  in this Section  4(r) are the only  representations  and  warranties
given by GCI with respect to the  Environmental  Law  compliance  of GCI and its
business.

                           s) Tax  Returns and Other  Reports.  GCI has duly and
timely  filed in proper form all federal,  state,  local,  and foreign,  income,
franchise,  sales, use,  


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property,  excise,  payroll, and other tax returns and other reports (whether or
not  relating  to  taxes)  required  to be filed  by law  with  the  appropriate
governmental  authority,  and,  to the  extent  applicable,  has  paid  or  made
provision for payment of all taxes,  fees, and  assessments  of whatever  nature
including  penalties  and  interest,  if any,  which are due with respect to any
aspect of its business or any of its properties. Except as set forth on Schedule
4(s),  there are no tax audits pending and no outstanding  agreements or waivers
extending the  statutory  period of  limitations  applicable to any relevant tax
return.

                           t) Transfer Taxes. There are no sales, use, transfer,
excise,  or license  taxes,  fees,  or charges  applicable  with  respect to the
transactions contemplated by this Agreement.

                           u) Disclosure. No written statement in this Agreement
or in any agreement or other document delivered pursuant to this Agreement by or
on behalf of GCI  contains any untrue  statement of a material  fact or omits to
state a material fact  necessary to make the  statements  herein or therein,  in
light of the circumstances  under which they were made, not misleading.  None of
the periodic  filings made by GCI with the  Securities  and Exchange  Commission
under the  Securities  Exchange Act of 1934, as amended,  since January 1, 1995,
contains any untrue  statement  of a material  fact or omits to state a material
fact necessary to make the statements  therein, in light of the circumstances in
which they were made, not misleading.

                           v)  Investment  Company.  GCI is  not an  "investment
company" or a company  "controlled" by an investment  company within the meaning
of the Investment  Company Act of 1940, as amended (the "Act"),  and GCI has not
relied on rule 3a-2 under the Act as a means of excluding it from the definition
of an  "investment  company" under the Act at any time within the three (3) year
period preceding the Closing Date.

                           w) No  Insolvency.  As of  even  date  and  as of the
Closing Date, GCI is not and shall not be insolvent.

         5.  Representations  and Warranties of MCI. MCI represents and warrants
to GCI as follows:

                           a)  Due  Organization.  MCI  is  a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Delaware, with corporate power to own its properties and to conduct its business
as now owned and conducted.

                           b)  Authorization.  MCI has the  requisite  corporate
power to enter into this Agreement and to perform its obligations hereunder. The
execution and delivery by MCI of, and the  performance by MCI of its obligations
under this Agreement have been duly authorized by all requisite corporate action
of MCI and this Agreement 


                                                          REGISTRATION STATEMENT
                                                                     Page II-540
<PAGE>
is a valid and binding agreement of MCI,  enforceable  against MCI in accordance
with  its  terms,  except  as  enforceability  may  be  limited  by  bankruptcy,
insolvency,  moratorium  or  other  similar  laws  affecting  creditors'  rights
generally or by the principles governing the availability of equitable remedies.

                           c) Purchase for Investment; Existing Shareholder. MCI
is purchasing  the Shares for investment for its own account and not with a view
to or for sale in connection with any distribution thereof within the meaning of
the Securities  Act. MCI is an existing  security holder of shares of issued and
outstanding common stock of GCI and no commission or other remuneration shall be
paid by MCI,  directly  or  indirectly,  in  connection  with MCI's  purchase of
Shares.

                           d) No  Registration of Shares.  MCI understands  that
(i) the Shares have not been  registered  under the  Securities Act or under any
state  securities  laws and are being issued in reliance on the exemptions  from
the  registration  and prospectus  delivery  requirements  of the Securities Act
which  are set forth in  Sections  4(2) and 4(6) of the  Securities  Act and the
regulations  promulgated  thereunder  and in  reliance  on  exemptions  from the
registration  requirements  of applicable  state  securities  laws; and (ii) the
Shares  cannot  be  transferred   without   compliance  with  the   registration
requirements  of the  Securities  Act and applicable  state  securities  laws or
unless an exemption from such registration  requirements is available, and (iii)
the reliance of GCI upon the  aforesaid  exemptions  is  predicated in part upon
MCI's representations and warranties.

                           e)  Residence.   The   jurisdiction  in  which  MCI's
principal executive offices are located is in the District of Columbia.

                           f)  Accredited   Investor.   MCI  is  an  "accredited
investor" as defined in Rule 501 promulgated under the Securities Act.

                           g)  Availability   of   Information.   GCI  has  made
available to MCI the  opportunity  to ask questions  of, and to receive  answers
from, GCI's officers and directors, and any other person acting on their behalf,
concerning  the terms and  conditions  of this  Agreement  and the  transactions
contemplated herein and to obtain any other information  requested by MCI to the
extent GCI possesses  such  information  or can acquire it without  unreasonable
effort or expense. MCI has been afforded the opportunity to inspect, and to have
its  auditors  or other  agents  inspect,  the books  and  records  of GCI.  The
furnishing of such information, the opportunity to inspect and any inspection so
undertaken  by MCI shall not affect  MCI's right to rely on the  representations
and warranties of GCI set forth in this Agreement.

                           h) Disclosure. No written statement in this Agreement
or in any agreement or other document delivered pursuant to this Agreement by or
on behalf of MCI  contains any untrue  statement of a material  fact or omits to
state a material fact  


                                                          REGISTRATION STATEMENT
                                                                     Page II-541
<PAGE>
necessary  to  make  the  statements   herein  or  therein,   in  light  of  the
circumstances under which they were made, not misleading.

                           i)  Investment  Company.  MCI is  not an  "investment
company" or a company  "controlled" by an investment  company within the meaning
of the Investment  Company Act of 1940, as amended (the "Act"),  and MCI has not
relied on rule 3a-2 under the Act as a means of excluding it from the definition
of an  "investment  company" under the Act at any time within the three (3) year
period preceding the Closing Date.

                           j) No  Insolvency.  As of  even  date  and  as of the
Closing Date, MCI is not and shall not be insolvent.

         6. Restrictive  Legend. The certificates  representing the Shares shall
bear a legend substantially to the effect of the following:

                  "The  securities  represented  by this  certificate  have been
                  issued without  registration under the Securities Act of 1933,
                  as  amended,  or any  state  securities  laws  and  may not be
                  offered,  sold or otherwise disposed of, unless the securities
                  are registered  under such act and applicable state securities
                  laws or exemptions from the registration  requirements thereof
                  are available for the transaction."

         7.  Additional  Agreements.  During  the  period  from the date of this
Agreement to the Final Closing Date:

                           a) Interim Operations. GCI shall, and shall cause its
subsidiaries to, conduct their respective  business only in the ordinary course,
and maintain,  keep and preserve their respective  assets and properties in good
condition and repair, ordinary wear and tear excepted.

                           b) Certificate and By-laws.  GCI shall not, and shall
not permit any of its  subsidiaries  to, make or propose any change or amendment
in their respective Certificates of Incorporation or By-laws.

                           c) Capital Stock. Except in connection with the Cable
Acquisitions (as defined below),  GCI shall not, and shall not permit any of its
subsidiaries to, issue,  pledge or sell any shares of capital stock or any other
securities  of  any of  them  or  issue  any  securities  convertible  into,  or
exchangeable for or representing the right to purchase or receive, or enter into
any contract with respect to the issuance of, any shares of capital stock or any
other  securities of any of them (other than  pursuant to this  Agreement or the
exercise of stock options  outstanding  on the date  hereof),  or enter into any
contract with respect to the purchase or voting of shares of their capital stock
or 


                                                          REGISTRATION STATEMENT
                                                                     Page II-542
<PAGE>
adjust,  split, combine,  reclassify any of their securities,  or make any other
material changes in their capital structures.

                           d) Dividends.  GCI shall not declare,  set aside, pay
or make any dividend or other distribution or payment (whether in cash, stock or
property) with respect to, or purchase or redeem, any shares of capital stock.

                           e) Assets; Mergers; Etc. GCI shall not, and shall not
permit any of its subsidiaries to, encumber, sell, lease or otherwise dispose of
or acquire any material assets, or encumber, sell, lease or otherwise dispose of
assets having a value in excess of $3,000,000  in the  aggregate,  or enter into
any merger or other  agreement  providing  for the  acquisition  of any material
assets of GCI or any of its  subsidiaries  by any  third  party or  acquire  (by
merger,  consolidation,  or  acquisition  of stock or assets)  any  corporation,
partnership  or other  business  organization  or division  thereof or enter any
contract,  agreement,  commitment  or  arrangement  to do any of the  foregoing,
except under:  (i) the Prime SPA, (ii) the Alaskan Cable Network Asset  Purchase
Agreement,  dated April 15,  1996,  and (iii) the Alaska  Cablevision,  Inc. and
McCaw/Rock  Associates Asset Purchase Agreements,  dated May 10, 1996 ((i), (ii)
and (iii) above collectively, "Cable Acquisitions").

                           f) Access to Information.  GCI shall, and shall cause
its  subsidiaries,  officers,  directors,  employees and  agents-to,  afford MCI
access at all reasonable times to their officers, employees, agents, properties,
books, records and contracts, and shall furnish MCI all financial, operating and
other data and information as MCI may reasonably request.

                           g) Certain Filings,  Consents and  Arrangements.  MCI
and GCI shall (i) cooperate with one another in promptly (x) determining whether
any  filings  are  required  to be  made  or  consents,  approvals,  permits  or
authorizations  are  required to be  obtained  under any federal or state law or
regulation  or any  consents,  approvals  or waivers are required to be obtained
from other  parties to loan  agreements  or other  contracts  material  to GCI's
business in connection with the transaction  contemplated by this Agreement, and
(y) making any such  filings,  furnishing  information  required  in  connection
therewith  and seeking  timely  response to obtain any such  consents,  permits,
authorizations,  approvals or waivers; and (ii) as promptly as practicable, file
with the Federal Trade Commission and the Department of Justice the notification
and report forms, if required.

                           h)  Amendments  to Prime  SPA.  GCI shall not  amend,
modify or alter,  in any  manner  whatsoever,  the Prime SPA  without  the prior
written consent of MCI.


                                                          REGISTRATION STATEMENT
                                                                     Page II-543
<PAGE>
         8.       Conditions.

                           a)  Conditions  to  Obligations  of MCI and GCI.  The
obligations of MCI and GCI to consummate the  transactions  contemplated by this
Agreement are subject to the satisfaction,  at or before the Final Closing Date,
of each of the following conditions:

                                    (i)  The  consummation  of the  transactions
contemplated  by this Agreement  shall not be precluded by any order,  decree or
preliminary  or  permanent  injunction  of a federal or state court of competent
jurisdiction; and

                                    (ii) The  consummation  of the  transactions
contemplated under the Prime SPA.

                           b) Conditions to Obligations of GCI. The  obligations
of GCI to consummate the transactions contemplated by this Agreement are subject
to the  satisfaction,  at or  before  the  Final  Closing  Date,  of each of the
following conditions:

                                    (i) The  representations of MCI set forth in
this  Agreement  shall have been true and correct in all material  respects when
made and (unless  made as of a specified  date) shall be true and correct in all
material respects as if made as of the Final Closing Date;

                                    (ii)  MCI  shall  have   performed   in  all
material  respects its  agreements  contained in this  Agreement  required to be
performed at or prior to the Final Closing Date;

                                    (iii) GCI shall have  received a certificate
of an officer of MCI,  dated as of the Final Closing Date,  certifying as to the
fulfillment of the matters  contained in paragraphs (i) and (ii) of this Section
8 b); and

                                    (iv) GCI shall  have  received  from MCI the
amount of $13,000,000.00 by wire transfer of immediately available funds.

                           c) Conditions to Obligations of MCI. The  obligations
of MCI to consummate the transactions contemplated by this Agreement are subject
to the  satisfaction,  at or  before  the  Final  Closing  Date,  of each of the
following conditions:

                                    (i) The  representations of GCI set forth in
this  Agreement  shall have been true and correct in all material  respects when
made and (unless  made as of a specified  date) shall be true and correct in all
material respects as if made as of the Final Closing Date;


                                                          REGISTRATION STATEMENT
                                                                     Page II-544
<PAGE>
                                    (ii)  GCI  shall  have   performed   in  all
material  respects its  agreements  contained in this  Agreement  required to be
performed at or prior to the Final Closing Date;

                                    (iii) All applicable  consents and approvals
(including those of the FCC and any applicable Public Utility  Commission) which
are necessary to consummate the  transactions  contemplated  by this  Agreement,
shall have been obtained;

                                    (iv)  MCI  shall  have   received  from  GCI
certificates  representing the Shares, registered in MCI's name and with all the
necessary documentary stock transfer stamps annexed thereto;

                                    (v) MCI shall have received a certified copy
of GCI's  articles  of  incorporation  and  by-laws,  as amended as of the Final
Closing Date and a certificate of good standing for GCI from its jurisdiction of
incorporation dated as of a date on or after January 1, 1996;

                                    (vi)  MCI  shall  have   received   (a)  the
Registration  Rights  Agreement  attached  as  Exhibit  B  executed  by  a  duly
authorized officer of GCI dated as of the Final Closing Date, and (b) the Voting
Agreement attached as Exhibit C executed by a duly authorized officer of all the
parties thereto dated as of the Final Closing Date;

                                    (vii) MCI shall have  received an opinion of
Hartig, Rhodes, Norman, Mahoney & Edwards, P.C., counsel to GCI, dated as of the
Final Closing Date in the form of Exhibit D;

                                    (viii) MCI shall have received a certificate
of the  Secretary or Assistant  Secretary of GCI,  dated as of the Final Closing
Date,  certifying that attached  thereto is a complete copy of a resolution duly
adopted by the board of directors of GCI authorizing and approving the execution
of this Agreement and the consummation of the transactions  contemplated by this
Agreement;

                                    (ix) MCI shall have  received a  certificate
of an officer of GCI,  dated as of the Final Closing Date,  certifying as to the
fulfillment  of the matters  contained in  paragraphs  (i) through (iii) of this
Section 8 c);

                                    (x)  the  Prime  SPA  shall  not  have  been
amended, modified or altered without the prior written consent of MCI; and

                                    (xi)  GCI  shall  not  have  issued,  in the
aggregate, more than 18,000,000 shares of its Class A Common Stock in connection
with the  Cable  Acquisitions  and the  price per share for any share of Class A
Common Stock issued in connection therewith shall have been at least $6.50.


                                                          REGISTRATION STATEMENT
                                                                     Page II-545
<PAGE>
         9. Termination. This Agreement and the transactions contemplated hereby
may be terminated at any time prior to the Closing Date:

                           a) by the mutual written consent of MCI and GCI;

                           b) by MCI and GCI if either is prohibited by an order
or injunction (other than an injunction on a temporary or preliminary  basis) of
a  court  of  competent   jurisdiction   from   consummating   the  transactions
contemplated by this Agreement and all means of appeal and all appeals from such
order or injunction have been finally exhausted;

                           c) by MCI or GCI if the Final  Closing Date shall not
have occurred on or before December 31, 1996; provided,  however, that the right
to terminate  under this  paragraph c) shall not be available to any party whose
failure to fulfill any obligation under this Agreement has been the cause of the
failure of the Closing to occur on or before such date.

In the event of termination, no party hereto shall have any liability or further
obligation  to the other party hereto,  except that nothing  herein will relieve
any party from any breach of this Agreement.

         10.  Survival  of  Representations,   Warranties  and  Covenants.   All
representations,  warranties  and covenants  contained  herein shall survive the
execution  of  this  Agreement  and  the   consummation   of  the   transactions
contemplated hereby.

         11.  Successors and Assigns.  This Agreement shall be binding upon, and
inure to the benefit of, the parties hereto and their respective  successors and
assigns. MCI shall have the right to assign to any direct or indirect subsidiary
of MCI or its parent,  MCI  Communications  Corporation,  any and all rights and
obligations of MCI under this Agreement.

         12. Notices.  Any notice or other communication  provided for herein or
given  hereunder  to a party  hereto  shall be in writing  and shall be given by
personal  delivery,  by telex,  telecopier or by mail  (registered  or certified
mail,  postage prepaid,  return receipt  requested) to the respective parties as
follows:

                  If to GCI:

                           General Communication, Inc.
                           2550 Denali Street, Suite 1000
                           Anchorage, Alaska 99503
                           Attn:  Chief Financial Officer


                                                          REGISTRATION STATEMENT
                                                                     Page II-546
<PAGE>
                  If to MCI:

                           MCI Telecommunications Corporation
                           1801 Pennsylvania Avenue, NW
                           Washington, DC 20006
                           Attn:  Vice President Corporate Development

                  With a copy to:

                           MCI Telecommunications Corporation
                           1133 19th Street, NW
                           Washington, DC 20036
                           Attn:  Office of the General Counsel (0596/003)

or to such other  address with respect to a party as such party shall notify the
other in writing. Any such notice shall be deemed given upon receipt.

         13.  Amendment;  Waiver.  This Agreement may not be amended except by a
writing  duly  signed  by the  parties.  No party  may waive any of the terms or
conditions of this Agreement  except by a duly signed  writing  referring to the
specific provision to be waived.

         14.  Governing Law. This Agreement  shall be governed by, and construed
and enforced in accordance with, the laws of the State of Alaska, without regard
to the conflict of laws and rules thereof.

         15.  Entire  Agreement.  This  Agreement  (including  the  Exhibits and
Schedules  hereto)   constitutes  the  entire  agreement  with  respect  to  the
transactions  contemplated hereby, and supersedes all other and prior agreements
and understandings, both written and oral, among the parties to this Agreement.

         16. Expenses.  Each party hereto shall pay its own expenses incident to
preparing   for,   entering  into  and  carrying  out  this  Agreement  and  the
consummation of the transactions contemplated hereby.

         17.  Captions.  The  Section  and  Paragraph  captions  herein  are for
convenience  only, do not constitute  part of this  Agreement,  and shall not be
deemed to limit or otherwise affect any of the provisions hereof.

         18.  Counterparts.  This  Agreement  may be  executed  in  two or  more
counterparts,  each of which shall be deemed an original  but all of which shall
constitute one and the same instrument.


                                                          REGISTRATION STATEMENT
                                                                     Page II-547
<PAGE>
         19.  Cable  Acquisitions.  GCI  agrees  that it will not,  at any time,
issue, in the aggregate, more than 18,000,000 shares of its Class A Common Stock
in connection with the Cable  Acquisitions and the price per share for any share
of Class A Common Stock issued in connection  therewith shall have been at least
$6.50.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered on the day and year first written above.


                                                     GENERAL COMMUNICATION, INC.


                                                     By   /s/
                                                         John M. Lowber
                                                     Its: Senior Vice President



                                                     MCI TELECOMMUNICATIONS
                                                      CORPORATION


                                                     By   /s/
                                                     Name:
                                                     Its:

                                                          REGISTRATION STATEMENT
                                                                     Page II-548
<PAGE>

<TABLE>
                                   ATTACHMENT
                                Table of Contents
<CAPTION>
<S>                                                                                                             <C> 
I..................................................................................................................
         Exhibit A         -        Capital Stock...............................................................550
         Exhibit B         -        Registration Rights Agreement...............................................551
         Exhibit C         -        Voting Agreement............................................................564
         Exhibit D         -        Opinion of Hartig Rhodes Norman Mahoney
                                         & Edwards, P.C.........................................................571


II.................................................................................................................
         Schedule 4(c)(i)           -       Options, Warrants, Rights
                                             or Convertible Securities..........................................576
         Schedule 4(c)(ii)          -       Voting Agreements...................................................577
         Schedule 4(c)(iii)         -       Ownership and Outstanding Capital Stock
                                              of each GCI subsidiary............................................578
         Schedule 4(h)              -       Pending Litigation..................................................579
         Schedule 4(l)              -       Equity Agreements...................................................580
         Schedule 4(m)(ii)          -       Collective Bargaining Requests......................................581
         Schedule 4(p)              -       Asset Liens.........................................................582
         Schedule 4(q)              -       Material Contracts..................................................583
         Schedule 4(q)(i)           -       Existing Defaults...................................................585
         Schedule 4(r)(v)           -       Environmental Notices...............................................586
         Schedule 4(s)              -       Tax Audits..........................................................587

III................................................................................................................

         Section 8(b)(iii)          -       MCI's Officer's Certificate.........................................588
         Section 8((c)(i)           -       GCI's Officer's Certificate.........................................589
         Section 8(c)(ii)           -       GCI's Officer's Certificate.........................................589
         Section 8(c)(iii)          -       GCI's Officer's Certificate.........................................589
         Section 8(c)(viii)         -       GCI's Officer's Certificate.........................................589
         Section 8(c)(ix)           -       GCI's Officer's Certificate.........................................589


</TABLE>
                                                          REGISTRATION STATEMENT
                                                                     Page II-549
<PAGE>


                                    EXHIBIT A
                                  Capital Stock



                  As of the date hereof and after the  issuance of the Shares as
contemplated  by this  Agreement,  the  authorized  and issued  and  outstanding
capital stock of GCI will be as follows,  except for such changes resulting from
the exercise of stock options, warrants and common stock contemplated herein:

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

                                               Authorized Shares
                                               -----------------


Class A Common                                    50,000,000

Class B Common                                    10,000,000

Preferred                                          1,000,000


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

                    Issued Shares   After Issuance    After Issuance of
                   As of 07/15/96   of MCI Shares     Prime/Rock/Cooke Shares


Class A Common      19,768,1501 (1)  21,768,1501          38,029,1501

Class B Common        4,159,657        4,159,657            4,159,657

Preferred                -0-              -0-                   -0-


------------------------
(1) Includes 120,111 treasury shares.


                                                          REGISTRATION STATEMENT
                                                                     Page II-550
<PAGE>


                          REGISTRATION RIGHTS AGREEMENT



         This  Registration  Rights  Agreement  ("Agreement"),  dated as of this
      day of         ,  1996, is between General Communication,  Inc., an Alaska
corporation  ("GCI"),  and  MCI  Telecommunications   Corporation,   a  Delaware
corporation ("MCI").

                                    RECITALS

                  A. MCI has  acquired Two Million  (2,000,000)  shares of GCI's
Class A Common  Stock,  no par value.  All such  shares of GCI's  Class A Common
Stock which MCI now owns and any securities issued in exchange for or in respect
of  such  stock,  whether  pursuant  to a stock  dividend,  stock  split,  stock
reclassification or otherwise are collectively  referred to in this Agreement as
the "Registrable Shares."

                  B. GCI  desires  to grant  registration  rights to MCI and any
successor  or  assign  of MCI  as the  holder  of  all  or  any  portion  of the
Registrable  Shares. MCI and such successors and assigns are referred to in this
Agreement as the "Holders," or, individually as a "Holder."

                                    AGREEMENT

                  In  consideration  of the  premises  and the mutual  covenants
contained in this Agreement, the parties agree as follows:

                  1.       Demand Registration.

                           (a) Following the  expiration of a one hundred eighty
(180) day "stand still  period"  after the date hereof and then only if required
to permit  resales of the  Registrable  Shares by Holders,  Holders shall at any
time and from time to time,  have the right to  require  registration  under the
Securities Act of 1933, as amended  ("Securities Act"), of all or any portion of
the  Registrable  Shares on the terms and subject to the conditions set forth in
this Agreement.

                           (b) Upon receipt by GCI of a Holder's written request
for registration,  GCI shall (i) promptly notify each other Holder in writing of
its receipt of such initial written request for  registration,  and (ii) as soon
as is  practicable,  but in no event more than sixty (60) days after  receipt of
such  written  request,   file  with  the  Securities  and  Exchange  Commission
("Commission"),  and use its  best  efforts  to  cause to  become  effective,  a
registration statement under the Securities Act ("Registration Statement") which
shall cover the Registrable  Shares specified in the initial written request and
any other  written  request from any other Holder  received by GCI within twenty
(20) days of GCI giving the notice specified in clause (i) hereof.


                                                          REGISTRATION STATEMENT
                                                                     Page II-551
<PAGE>
                           (c)  If  so  requested   by  any  Holder   requesting
participation  in a  public  offering  or  distribution  of  Registrable  Shares
pursuant to this Section 1 or Section 2 of this  Agreement  ("Selling  Holder"),
the Registration  Statement shall provide for delayed or continuous  offering of
the Registrable Shares pursuant to Rule 415 promulgated under the Securities Act
or any similar rule then in effect  ("Shelf  Offering").  If so requested by the
Selling Holders, the public offering or distribution of Registrable Shares under
this Agreement shall be pursuant to a firm commitment underwriting, the managing
underwriter of which shall be an investment banking firm selected and engaged by
the  Selling   Holders  and  approved  by  GCI,  which  approval  shall  not  be
unreasonably  withheld.  GCI shall enter into the same underwriting agreement as
shall the Selling Holders, containing representations, warranties and agreements
not  substantially  different  from  those  customarily  made  by an  issuer  in
underwriting  agreements  with  respect to  secondary  distributions.  GCI, as a
condition to fulfilling its obligations  under this  Agreement,  may require the
underwriters  to enter into an  agreement  in customary  form  indemnifying  GCI
against any Losses (as defined in Section 6) that arise out of or are based upon
an untrue  statement  or an alleged  untrue  statement  or  omission  or alleged
omission in the Disclosure  Documents (as defined in Section 6) made in reliance
upon  and  in  conformity  with  written  information  furnished  to  GCI by the
underwriters specifically for use in the preparation thereof.

                           (d)  Each   Selling   Holder   may,   before  such  a
Registration  Statement becomes effective,  withdraw its Registrable Shares from
sale,  should the terms of sale not be reasonably  satisfactory  to such Selling
Holder;  if all Selling Holders who are  participating  in such  registration so
withdraw,  however,  such registration  shall be deemed to have occurred for the
purposes of Section 4 of this  Agreement,  unless such Selling  Holders pay (pro
rata,  in  proportion  to the  number  of  Registrable  Shares  requested  to be
included)  within  twenty  (20)  days  after any such  withdrawal,  all of GCI's
out-of-pocket expenses incurred in connection with such registration.

                           (e) Notwithstanding  the foregoing,  GCI shall not be
obligated to effect a registration  pursuant to this Section 1 during the period
starting with the date sixty (60) days prior to GCI's  estimated  date of filing
of, and  ending on a date six (6)  months  following  the  effective  date of, a
registration  statement  pertaining to an underwritten public offering of equity
securities  for GCI's  account,  provided that (i) GCI is actively  employing in
good faith all reasonable efforts to cause such registration statement to become
effective  and that GCI's  estimate  of the date of filing on such  registration
statement  is made in good  faith,  and (ii) GCI shall  furnish to the Holders a
certificate  signed by GCI's  President  stating that in the Board of Directors'
good-faith  judgment,   it  would  be  seriously   detrimental  to  GCI  or  its
shareholders for a Registration Statement to be filed in the near future; and in
such event, GCI's obligations to file a Registration Statement shall be deferred
for a period not to exceed six (6) months.

                  2.  Incidental  Registration.  Each time that GCI  proposes to
register any of its equity  securities  under the  Securities  Act (other than a
registration  effected  


                                                          REGISTRATION STATEMENT
                                                                     Page II-552
<PAGE>
solely to implement  an employee  benefit or stock option plan or to sell shares
obtained  under an employee  benefit or stock  option plan or a  transaction  to
which Rule 145 or any other similar rule of the Commission  under the Securities
Act is applicable), GCI will give written notice to the Holders of its intention
to do so. Each of the Selling Holders may give GCI a written request to register
all or some of its  Registrable  Shares in the  registration  described in GCI's
written  notice  as set  forth in the  foregoing  sentence,  provided  that such
written  request is given within  twenty (20) days after receipt of any such GCI
notice.  Such  request  will  state (i) the amount of  Registrable  Shares to be
disposed of and the intended method of disposition of such  Registrable  Shares,
and (ii) any other  information  GCI reasonably  requests to properly effect the
registration of such Registrable Shares. Upon receipt of such request,  GCI will
use its best efforts promptly to cause all such  Registrable  Shares intended to
be disposed of to be registered  under the  Securities Act so as to permit their
sale or other  disposition (in accordance with the intended methods set forth in
the request for registration),  unless the sale is a firmly  underwritten public
offering  and GCI  determines  reasonably  and in good faith in writing that the
inclusion of such securities  would adversely  affect the offering or materially
increase  the  offering's  costs.  In which case such  securities  and all other
securities to be  registered,  other than those to be offered for GCI's account,
shall be excluded to the extent the underwriter determines.  The total number of
secondary shares included in such  registration  shall be shared pro rata by all
security holders having contractual registration rights based upon the amount of
GCI's securities requested by such security holders to be sold thereunder. GCI's
obligations  under this Section 2 shall apply to a  registration  to be effected
for securities to be sold for GCI's account as well as a registration  statement
which includes  securities to be offered for the account of other holders of GCI
equity  securities  having  contractual   registration   rights;   however,  the
registration  rights  granted  pursuant to the  provisions of this Section 2 are
subject  to  the  registration  rights  granted  by  GCI  pursuant  to  (a)  the
Registration  Rights  Agreement  dated as of January 18,  1991,  between GCI and
WestMarc Communications, Inc., (b) the Registration Rights Agreement dated as of
March 31, 1993,  between GCI and MCI, (c) the  Registration  Rights Agreement of
even date  between  GCI and the owners of Prime Cable of Alaska,  L.P.,  (d) the
Registration Rights Agreement of even date between GCI and the owners of Alaskan
Cable Network,  Inc.,  and (e) the  Registration  Rights  Agreement of even date
between  GCI and the  owners of Alaska  Cablevision,  Inc.,  the effect of which
agreements  is that all  parties  hereto and  thereto  have pro rata  piggy-back
registration rights.


         In  connection  with a  registration  to be  effected  pursuant to this
Section 2, the Selling Holders shall enter into the same underwriting  agreement
as shall GCI and the other selling security holders,  if any, provided that such
underwriting  agreement contains  representations,  warranties and agreements on
the part of the Selling Holders that are not substantially  different from those
customarily  made by  selling-security  holders in underwriting  agreements with
respect to secondary distributions.


                                                          REGISTRATION STATEMENT
                                                                     Page II-553
<PAGE>
         If, at any time after giving notice of GCI's  intention to register any
of its  securities  under this Section 2 and prior to the effective  date of the
registration  statement  filed in connection with such  registration,  GCI shall
determine  for any reason  not to  register  such  securities,  GCI may,  at its
election,  give notice of such  determination  to Holder and  thereupon  will be
relieved of its obligation to register the Registrable Shares in connection with
such registration.

                  3.  Expenses  of  Registration.  GCI  shall  pay all costs and
expenses  incident to GCI's  performance of or compliance  with this  Agreement,
including,  without  limitation,  all expenses  incurred in connection  with the
registration  of the  Registrable  Shares,  fees and expenses of compliance with
Securities or blue sky laws, printing expenses, messenger, delivery and shipping
expenses  and fees and  expenses  of counsel  for GCI and for  certified  public
accountants  and  underwriting  expenses (but not fees) except that each Selling
Holder  shall  pay all fees  and  disbursements  of such  Selling  Holder's  own
attorneys   and   accountants,   and  all  transfer   taxes  and  brokerage  and
underwriters' discounts and commissions directly attributable to the Registrable
Shares being offered and sold by such Selling Holder.

                  4.  Limitations on Registration  Rights.  Notwithstanding  the
provisions of Section 1 of this  Agreement,  GCI shall not be required to effect
any registration under that Section if (i) the request(s) for registration cover
an aggregate  number of Registrable  Shares having an aggregate  Market Value of
less than One Million Five Hundred  Thousand Dollars  ($1,500,000.00)  as of the
date of the  last of such  requests,  (ii)  GCI  has  previously  filed  two (2)
registration  statements  under the  Securities Act pursuant to Section 1, (iii)
GCI,  in order to comply with such  request,  would be required to (A) undergo a
special interim audit or (B) prepare and file with the  Commission,  sooner than
would otherwise be required, pro forma or other financial statements relating to
any proposed transaction, or (iv) if, in the opinion of counsel to GCI, the form
of which opinion of counsel shall be acceptable to the Holders,  a  registration
is not  required  in order  to  permit  resale  by  Holders.  The  first  demand
registration  under this  Agreement  may be  requested  only by the Holders of a
minimum of thirty  percent (30%) of the  Registrable  Shares.  "Market Value" as
used in this Agreement shall mean, as to each class of Registrable Shares at any
date,  the  average of the daily  closing  prices for such class of  Registrable
Shares,  for the ten (10)  consecutive  trading days before the day in question.
The  closing  price  for  shares  of such  class  for each day shall be the last
reported  sale price  regular way, or, in case no such reported sale takes place
on such day,  the average of the reported  closing bid and asked prices  regular
way, in either case on the  composite  tape,  or if the shares of such class are
not quoted on the  composite  tape, on the  principal  United States  securities
exchange  registered  under the  Securities  Exchange  Act of 1934,  as  amended
("Exchange  Act"),  on which  shares of such  class are  listed or  admitted  to
trading,  or if they are not listed or admitted to trading on any such exchange,
the closing sale price (or the average of the quoted closing bid and asked price
if no sale is reported) as reported by the National  Association  of  Securities
Dealers Automated  Quotation System  ("NASDAQ") or any comparable  system, or if
the shares 


                                                          REGISTRATION STATEMENT
                                                                     Page II-554
<PAGE>
of such class are not quoted on NASDAQ or any comparable  system, the average of
the  closing  bid and  asked  prices as  furnished  by any  market  maker in the
securities  of  such  class  who is a  member  of the  National  Association  of
Securities Dealers, Inc., or in the absence of such closing bid and asked price,
as determined  by such other method as GCI's Board of Directors  shall from time
to time deem to be fair.

                  5.       Obligations with Respect to Registration.

                           (a)  If  and   whenever   GCI  is  obligated  by  the
provisions  of this  Agreement  to effect the  registration  of any  Registrable
Shares under the Securities Act, GCI shall promptly:

                                    (i) Prepare and file with the  Commission  a
registration   statement  with  respect  to  such  Registrable  Shares  and  use
reasonable  commercial  efforts to cause such  registration  statement to become
effective,  provided that before filing a registration  statement, or prospectus
or any amendment or supplement thereto,  GCI will furnish to counsel selected by
the holders of a majority of the Registrable Shares covered by such registration
statement  copies of all such statements  proposed to be filed,  which documents
shall be subject to the review of such counsel;

                                    (ii)  Prepare  and file with the  Commission
any  amendments  and  supplements  to  the  Registration  Statement  and  to the
prospectus  used  in  connection  therewith  as may be  necessary  to  keep  the
Registration  Statement  effective  and to  comply  with the  provisions  of the
Securities Act and the rules and regulations promulgated thereunder with respect
to the  disposition  of  all  Registrable  Shares  covered  by the  Registration
Statement for the period required to effect the distribution of such Registrable
Shares,  but in no event  shall  GCI be  required  to do so (i) in the case of a
Registration  Statement  filed  pursuant to Section 1, for a period of more than
two hundred seventy (270) days following the effective date of the  Registration
Statement and (ii) in the case of a  Registration  Statement  filed  pursuant to
Section 2, for a period  exceeding  the  greater of (A) the period  required  to
effect the  distribution  of  securities  for GCI's  account  and (B) the period
during which GCI is required to keep such  Registration  Statement in effect for
the benefit of selling security holders other than the Selling Holders;

                                    (iii)  Notify the Selling  Holders and their
underwriter,  and  confirm  such  advice  in  writing,  (A) when a  Registration
Statement  becomes  effective,  (B)  when  any  post-effective  amendment  to  a
Registration  Statement  becomes  effective,  and  (C)  of  any  request  by the
Commission for additional information or for any amendment of or supplement to a
Registration Statement or any prospectus relating thereto;

                                    (iv) Furnish at GCI's expense to the Selling
Holders such number of copies of a preliminary,  final,  supplemental or amended
prospectus,  in conformity  with the  requirements of the Securities Act and the
rules and regulations 


                                                          REGISTRATION STATEMENT
                                                                     Page II-555
<PAGE>
promulgated thereunder, as may reasonably be required in order to facilitate the
disposition of the Registrable Shares covered by a Registration  Statement,  but
only while GCI is required under the  provisions  hereof to cause a Registration
Statement to remain effective; and

                                    (v) Register or qualify at GCI's expense the
Registrable  Shares  covered  by  a  Registration  Statement  under  such  other
securities  or blue sky laws of such  jurisdictions  in the United States as the
Selling  Holders  shall  reasonably  request,  and do any and all other acts and
things which may be necessary  to enable each Selling  Holder whose  Registrable
Shares are covered by such Registration  Statement to consummate the disposition
in such jurisdictions of such Registrable Shares;  provided,  however,  that GCI
shall in no event be required to qualify to do business as a foreign corporation
or as a dealer in any  jurisdiction  where it is not so qualified,  to amend its
articles of incorporation or to change the composition of its assets at the time
to conform with the  securities or blue sky laws of such  jurisdiction,  to take
any action that would subject it to service of process in suits other than those
arising  out of the  offer and sale of the  Registrable  Shares  covered  by the
Registration  Statement  or to subject  itself to taxation  in any  jurisdiction
where it has not therefore done so.

                                    (vi)  Notify  each  Holder  of   Registrable
Shares,  at any time  when a  prospectus  relating  thereto  is  required  to be
delivered under the Securities Act, of the happening of any event as a result of
which the prospectus included in such registration  statement contains an untrue
statement of a material fact or omits to state a material fact necessary to make
the statements  therein not misleading,  and, at the request of any such seller,
GCI will  prepare a  supplement  or amendment  to such  prospectus  so that,  as
thereafter  delivered to purchasers of Registrable  Shares, such prospectus will
not  contain an untrue  statement  of a material  fact or omit to state any fact
necessary to make the statements therein not misleading;

                                    (vii) Cause all such  Registrable  Shares to
be listed on each securities  exchange on which similar securities issued by GCI
are then listed and to be qualified  for trading on each system on which similar
securities issued by GCI are from time to time qualified;

                                    (viii)   Provide   a   transfer   agent  and
registrar for all such  Registrable  Shares not later than the effective date of
such  registration  statement and thereafter  maintain such a transfer agent and
registrar;

                                    (ix)  Enter into such  customary  agreements
(including  underwriting  agreements in customary  form) and take all such other
actions as the holders of a majority of the shares of  Registrable  Shares being
sold or the  underwriters,  if any,  reasonably  request in order to expedite or
facilitate the disposition of such Registrable Shares;


                                                          REGISTRATION STATEMENT
                                                                     Page II-556
<PAGE>
                                    (x) Make  available  for  inspection  by any
underwriter  participating  in any  disposition  pursuant  to such  registration
statement  and any  attorney,  accountant  or other  agent  retained by any such
underwriter,  all financial and other records, pertinent corporate documents and
properties  of  GCI,  and  cause  GCI's  officers,   directors,   employees  and
independent  accountants to supply all information  reasonably  requested by any
such  underwriter,  attorney,  accountant  or  agent  in  connection  with  such
registration statement;

                                    (xi)  Otherwise  use  reasonable  commercial
efforts to comply with all applicable  rules and  regulations of the Commission,
and make available to its security holders,  as soon as reasonably  practicable,
all earning  statements as and when filed with the  Commission,  which  earnings
statements  shall satisfy the  provisions of Section 11(a) of the Securities Act
and Rule 158 thereunder;

                                    (xii)  permit  any  Holder  of   Registrable
Shares which might be deemed, in the sole and exclusive judgment of such Holder,
to be an  underwriter  or a  controlling  person of GCI, to  participate  in the
preparation  of such  registration  or  comparable  statement and to require the
insertion  therein  of  material  furnished  to GCI  in  writing,  which  in the
reasonable judgment of such holder and its counsel should be included; and

                                    (xiii) In the event of the  issuance  of any
stop order suspending the effectiveness of a registration  statement,  or of any
order  suspending or preventing the use of any related  prospectus or suspending
the  qualification  of any  Registrable  Shares  included  in such  registration
statement  for sale in any  jurisdiction,  GCI will  use  reasonable  commercial
efforts to promptly obtain the withdrawal of such order.

                           (b)  GCI's  obligations  under  this  Agreement  with
respect to the Selling  Holder shall be  conditioned  upon the Selling  Holder's
compliance with the following:

                                    (i) Such Selling Holder shall cooperate with
GCI in connection with the preparation of the Registration Statement, and for so
long as GCI is obligated to file and keep effective the Registration  Statement,
shall provide to GCI, in writing,  for use in the  Registration  Statement,  all
such  information  regarding the Selling Holder and its plan of  distribution of
the  Registrable  Shares  as may be  necessary  to  enable  GCI to  prepare  the
Registration  Statement  and  prospectus  covering the  Registrable  Shares,  to
maintain the currency and effectiveness thereof and otherwise to comply with all
applicable requirements of law in connection therewith;

                                    (ii) During such time as the Selling  Holder
may be engaged in a distribution of the Registration Shares, such Selling Holder
shall comply with Rules 10b-2,  10b-6 and 10b-7  promulgated  under the Exchange
Act and pursuant  thereto it 


                                                          REGISTRATION STATEMENT
                                                                     Page II-557
<PAGE>
shall,  among  other  things:  (A) not engage in any  stabilization  activity in
connection with GCI's  securities in contravention of such rules; (B) distribute
the  Registrable  Shares  solely in the  manner  described  in the  Registration
Statement; (C) cause to be furnished to each broker through whom the Registrable
Shares  may be  offered,  or to the  offeree  if an offer is not made  through a
broker,  such copies of the prospectus  covering the Registrable  Shares and any
amendment or supplement thereto and documents  incorporated by reference therein
as may be required by law; and (D) not bid for or purchase any GCI securities or
attempt  to induce  any  person to  purchase  any GCI  securities  other than as
permitted under the Exchange Act;

                                    (iii) If the Registration Statement provides
for a Shelf  Offering,  then at  least  ten  (10)  business  days  prior  to any
distribution of the Registrable Shares, any Selling Holder who is an "affiliated
purchaser" (as defined in Rule 10b-6  promulgated under the Exchange Act) of GCI
shall  advise  GCI in  writing  of the date on which  the  distribution  by such
Selling Holder will commence,  the number of the  Registrable  Shares to be sold
and the manner of sale.  Such  Selling  Holder  also shall  inform GCI when each
distribution of such Registrable Shares is over; and

                                    (iv) GCI shall  not  grant  any  conflicting
registration  rights to other  holders of its  shares,  to the extent  that such
rights would prevent Holders from timely exercising their rights hereunder.

                  6.       Indemnification.

                           (a) By GCI.  In the event of any  registration  under
the Securities Act of any Registrable  Shares  pursuant to this  Agreement,  GCI
shall  indemnify and hold harmless any Selling  Holder,  any underwriter of such
Selling  Holder,  each  officer,  director,  employee  or agent of such  Selling
Holder,  and each other  person,  if any,  who controls  such Selling  Holder or
underwriter  within the meaning of Section 15 of the Securities Act, against any
losses, costs, claims,  damages or liabilities,  joint or several (or actions in
respect thereof) ("Losses"), incurred by or to which each such indemnified party
may become  subject,  under the  Securities  Act or  otherwise,  but only to the
extent  such  Losses  arise out of or based  upon (i) any  untrue  statement  or
alleged untrue  statement of any material fact contained,  on the effective date
thereof, in any Registration  Statement under which such Registrable Shares were
registered  under the  Securities  Act, in any  preliminary  prospectus (if used
prior to the  effective  date of such  Registration  Statement)  or in any final
prospectus or in any post  effective  amendment or  supplement  thereto (if used
during the period GCI is required to keep the Registration  Statement effective)
("Disclosure Documents"), (ii) any omission or alleged omission to state therein
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements  made therein not misleading or (iii) any violation of any federal or
state  securities  laws or rules or regulations  thereunder  committed by GCI in
connection with the performance of its obligations under this Agreement; and GCI
will  reimburse  each such  indemnified  party  for all legal or other  expenses
reasonably  incurred by such party 


                                                          REGISTRATION STATEMENT
                                                                     Page II-558
<PAGE>
in  connection  with  investigating  or defending  any such  claims,  including,
subject to such indemnified  party's  compliance with the provisions of the last
sentence of subsection  (c) of this Section 6, any amounts paid in settlement of
any  litigation,  commenced or threatened,  so long as GCI's counsel agrees with
the reasonableness of such settlement;  provided, however, that GCI shall not be
liable  to an  indemnified  party in any such case to the  extent  that any such
Losses arise out of or are based upon (i) an untrue  statement or alleged untrue
statement  or  omission  or  alleged  omission  (x) made in any such  Disclosure
Documents in reliance upon and in conformity with written information  furnished
to GCI by or on behalf of such  indemnified  party  specifically  for use in the
preparation thereof, (y) made in any preliminary or summary prospectus if a copy
of the final  prospectus  was not  delivered  to the person  alleging  any loss,
claim,  damage or  liability  for which  Losses arise at or prior to the written
confirmation  of the sale of such  Registrable  Shares  to such  person  and the
untrue  statement  or  omission  concerned  had  been  corrected  in such  final
prospectus or (z) made in any  prospectus  used by such  indemnified  party if a
court of competent  jurisdiction finally determines that at the time of such use
such indemnified party had actual knowledge of such untrue statement or omission
or (ii) the delivery by an indemnified  party of any prospectus  after such time
as GCI has  advised  such  indemnified  party in  writing  that the  filing of a
post-effective   amendment  or  supplement  thereto  is  required,   except  the
prospectus  as so amended or  supplemented,  or the  delivery of any  prospectus
after such time as GCI's  obligation  to keep the same current and effective has
expired.

                           (b) By the  Selling  Holders.  In  the  event  of any
registration under the Securities Act of any Registrable Shares pursuant to this
Agreement,  each Selling Holder shall, and shall cause any underwriter  retained
by it who  participates in the offering to agree to, indemnify and hold harmless
GCI,  each  of  its  directors,  each  of  its  officers  who  have  signed  the
Registration  Statement and each other  person,  if any, who controls GCI within
the meaning of Section 15 of the Securities  Act,  against any Losses,  joint or
several, incurred by or to which such indemnified party may become subject under
the Securities Act or otherwise, but only to the extent such Losses arise out of
or are based upon (i) any untrue  statement or alleged  untrue  statement of any
material fact  contained in any of the  Disclosure  Documents or the omission or
alleged  omission to state therein a material fact required to be stated therein
or  necessary  to make  the  statements  made  therein  not  misleading,  if the
statement  or  omission  was in reliance  upon and in  conformity  with  written
information  furnished to GCI by such indemnifying party specifically for use in
the preparation  thereof,  (ii) the delivery by such  indemnifying  party of any
prospectus after such time as GCI has advised such indemnifying party in writing
that the filing of a post-effective amendment or supplement thereto is required,
except the prospectus as so amended or  supplemented,  or after such time as the
obligation of GCI to keep the Registration  Statement  effective and current has
expired or (iii) any  violation by such  indemnifying  party of its  obligations
under Section 5(b) of this Agreement or any information  given or representation
made by such  indemnifying  party in  connection  with  the sale of the  Selling
Holder's Registrable Shares which is not contained in and not in conformity with
the  prospectus  (as amended or  


                                                          REGISTRATION STATEMENT
                                                                     Page II-559
<PAGE>
supplemented  at the time of the  giving of such  information  or making of such
representation);  and each Selling Holder shall, and shall cause any underwriter
retained by it who participates in the offering to agree to, reimburse each such
indemnified  party for all legal or other expenses  reasonably  incurred by such
party in connection with  investigating or defending any such claim,  including,
subject to such indemnified  party's  compliance with the provisions of the last
sentence of subsection  (c) of this Section 6, any amounts paid in settlement of
any litigation,  commenced or threatened;  provided, however, that the indemnity
agreement  contained  in this  Section  6(b) shall not apply to amounts  paid in
settlement of any loss, claim, damage, liability or action arising pursuant to a
registration  if such  settlement  is  effected  without  the consent of Selling
Holder;  and  provided  further,  that no Selling  Holder  shall be  required to
undertake  liability  under this  Section  6(b) for any amounts in excess of the
proceeds to be received by such Selling  Holder from the sale of its  securities
pursuant to such  registration,  as reduced by any damages or other amounts that
such Selling Holder was otherwise required to pay hereunder.

                           (c) Third Party Claims. Promptly after the receipt by
any party  hereto of notice of any  claim,  action,  suit or  proceeding  by any
person who is not a party to this Agreement (collectively, an "Action") which is
subject to indemnification  hereunder,  such party  ("Indemnified  Party") shall
give reasonable written notice to the party from whom indemnification is claimed
("Indemnifying  Party").  The  Indemnifying  Party  shall  be  entitled,  at the
Indemnifying Party's sole expense and liability, to exercise full control of the
defense,  compromise or  settlement  of any such Action unless the  Indemnifying
Party,  within  a  reasonable  time  after  the  giving  of such  notice  by the
Indemnified  Party,  shall (i) admit in writing to the  Indemnified  Party,  the
Indemnifying  Party's  liability to the Indemnified  Party for such Action under
the terms of this Section 6, (ii) notify the Indemnified Party in writing of the
Indemnifying  Party's  intention to assume the defense  thereof and (iii) retain
legal counsel  reasonably  satisfactory to the Indemnified  Party to conduct the
defense of such Action.  The Indemnified Party and the Indemnifying  Party shall
cooperate with the party  assuming the defense,  compromise or settlement of any
such Action in accordance  herewith in any manner that such party reasonably may
request.  If the  Indemnifying  Party so assumes the defense of any such Action,
the  Indemnified  Party shall have the right to employ  separate  counsel and to
participate in (but not control) the defense, compromise, or settlement thereof,
but the fees and expenses of such counsel shall be the Indemnified  Party's sole
expense  unless  (i) the  Indemnifying  Party  has  agreed  to pay such fees and
expenses,  (ii) any  relief  other than the  payment of money  damages is sought
against the  Indemnified  Party or (iii) the  Indemnified  Party shall have been
advised by its counsel that there may be one or more legal defenses available to
it which are different from or additional to those available to the Indemnifying
Party, and in any such case the fees and expenses of such separate counsel shall
be borne by the  Indemnifying  Party.  No  Indemnifying  Party  shall  settle or
compromise  any such Action in which any relief  other than the payment of money
damages is sought against any  Indemnified  Party unless the  Indemnified  Party
consents in writing to such compromise or settlement, which consent shall not be
unreasonably 

                                                          REGISTRATION STATEMENT
                                                                     Page II-560
<PAGE>
withheld.  No  Indemnified  Party shall settle or compromise any such Action for
which it is  entitled to  indemnification  hereunder  without  the  Indemnifying
Party's prior written consent,  unless the Indemnifying Party shall have failed,
after  reasonable  notice  thereof,  to undertake  control of such Action in the
manner provided above in this Section 6.

                           (d) Contribution. If the indemnification provided for
in subsections (a) or (b) of this Section 6 is unavailable to or insufficient to
hold the  Indemnified  Party  harmless  under  subsections  (a) or (b)  above in
respect of any Losses referred to therein for any reason other than as specified
therein,  then the  Indemnified  Party  shall  contribute  to the amount paid or
payable by such Indemnified  Party as a result of such Losses in such proportion
as is appropriate to reflect the relative fault of the Indemnified  Party on the
one  hand and  such  Indemnified  Party  on the  other  in  connection  with the
statements  or omissions  which  resulted in such  Losses,  as well as any other
relevant  equitable  considerations;  provided,  however,  that the contribution
obligations  contained  in this  Section 6(d) shall not apply to amounts paid in
settlement of any loss, claim, damage, liability or action arising pursuant to a
registration  if such  settlement  is  effected  without  the consent of Selling
Holder;  and provided further,  that no Selling Holder shall be required to make
any  contributions  under  this  Section  6(d) for any  amounts in excess of the
proceeds to be received by such Selling  Holder from the sale of its  securities
pursuant to such  registration,  as reduced by any damages or other amounts that
such Selling Holder was otherwise required to pay hereunder.  The relative fault
shall be determined  by reference to, among other things,  whether the untrue or
alleged untrue  statement of a material fact or the omission or alleged omission
to state a material  fact relates to  information  supplied by (or omitted to be
supplied  by) GCI or the  Selling  Holder  (or  underwriter)  and  the  parties'
relative intent, knowledge,  access to information and opportunity to correct or
prevent such statement or omission. The amount paid or payable by an indemnified
party as a result of the Losses  referred to above in this  subsection (d) shall
be deemed to include  any legal or other  expenses  reasonably  incurred by such
Indemnified Party in connection with  investigating or defending any such action
or claim. No person guilty of fraudulent  misrepresentation  (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to  contribution  from
any person who was not guilty of such fraudulent misrepresentation.

                  7.       Miscellaneous.

                           (a) Notices. All notices, requests,  demands, waivers
and other communications  required or permitted to be given under this Agreement
shall be in  writing  and shall be deemed to have been duly  given if  delivered
personally or mailed, certified or registered mail with postage prepaid, or sent
by telecopier, as follows:


                                                          REGISTRATION STATEMENT
                                                                     Page II-561
<PAGE>
                                    (i)     if to GCI at:

                                            General Communication, Inc.
                                            2550 Denali Street, Suite 1000
                                            Anchorage, Alaska 99503
                                            ATTN: Chief Financial Officer
                                            Telecopy: (907) 265-5676

                                    (ii)    if to MCI, at:

                                            MCI Telecommunications Corporation
                                            1801 Pennsylvania Avenue, NW
                                            Washington, DC 20006
                                            ATTN: Senior Vice President
                                                  and Chief Financial Officer
                                            Telecopy: (202) 887-2195

                                            with a copy to:

                                            MCI Telecommunications Corporation
                                            1133 19th Street, NW
                                            Washington, DC 20036
                                            ATTN: Office of the General Counsel

                                    (iii)   if to any Holder other than MCI, at
                                            the address provided to GCI (and if 
                                            none provided, to MCI)

or to such  other  person or  address  as any party  shall  specify by notice in
writing to the other party.  All such notices,  requests,  demands,  waivers and
communications  shall be deemed to have been received on the date of delivery or
on the third business day after the mailing thereof, except that any notice of a
change of address shall be effective only upon actual receipt thereof.

                           (b) Entire Agreement.  This Agreement constitutes the
entire agreement  between the parties hereto and supersedes all prior agreements
and understandings, oral and written, between the parties hereto with respect to
the subject matter hereof.

                           (c) Binding  Effect;  Benefit.  This Agreement  shall
inure to the  benefit  of and be  binding  upon the  parties  hereto  and  their
respective  successors  and  assigns.  Nothing in this  Agreement,  expressed or
implied is  intended to confer on any person  other than the  parties  hereto or
their  respective  successors  and assigns  (including,  in the case of MCI, any
successor  or assign of MCI as the holder of  


                                                          REGISTRATION STATEMENT
                                                                     Page II-562
<PAGE>
Registrable Shares), any rights,  remedies,  obligations or liabilities under or
by reason of this  Agreement,  other  than  rights  conferred  upon  indemnified
persons under Section 6.

                           (d) Amendment and Modification. This Agreement may be
amended or modified only by an  instrument in writing  signed by or on behalf of
each party and any other  person then a Holder.  Any term or  provision  of this
Agreement may be waived in writing at any time by the party which is entitled to
the benefits thereof.

                           (e) Section Headings.  The section headings contained
in this Agreement are inserted for reference  purposes only and shall not affect
the meaning or interpretation of this Agreement.

                           (f)  Counterparts.  This Agreement may be executed in
counterparts,  each of which shall be deemed to be an original, and all of which
together shall be deemed to be one and the same instrument.

                           (g)  Applicable  Law.  This  Agreement  and the legal
relations  between the parties  hereto  shall be  governed by and  construed  in
accordance with the laws of the State of Alaska,  without regard to the conflict
of laws and rules thereof.

         IN WITNESS THEREOF,  the parties hereto have executed this Agreement as
of the date first above written.

                            GENERAL COMMUNICATION, INC.


                            By 
                              John M. Lowber, Senior Vice President

                            MCI TELECOMMUNICATIONS CORPORATION


                            By 
                            Name: 
                            Its 


                                                          REGISTRATION STATEMENT
                                                                     Page II-563
<PAGE>


                                VOTING AGREEMENT

         THIS VOTING  AGREEMENT  ("Agreement")  is entered into effective on the
     day of                  ,  1996, by and between Prime II  Management,  L.P.
("Prime"),  as the  designated  agent for the parties  named on Annex 1 attached
hereto  (collectively,  "Prime Sellers"),  MCI  Telecommunications  Corporation,
Ronald A. Duncan,  Robert M. Walp, and TCI GCI, Inc. (Prime, as designated agent
for the  Prime  Sellers,  "Duncan,"  "Walp,"  and "TCI  GCI,"  respectively,  or
individually, "Party" and collectively, "Parties"), all of whom are shareholders
of General Communication,  Inc., an Alaska corporation ("GCI"), as identified in
this Agreement.

         WHEREAS,  the Parties are as of the date of this Agreement,  the owners
of the  amounts of GCI's  Class A and Class B common  stock as set forth in this
Agreement;

         WHEREAS,  the Parties desire to combine their votes as  shareholders of
GCI in the election of certain positions of the Board of Directors  ("Board") of
GCI and specifically to vote on certain issues as set forth in this Agreement;

         WHEREAS,  the  Parties  desire to  establish  their  mutual  rights and
obligations  in regard to the Board and those certain  issues to come before the
shareholders or before the Board;

         NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained in this Agreement, the Parties agree as follows:

         Section 1. Shares. The shares of GCI's Class A and Class B common stock
subject to this Agreement will consist of those shares held by each Party as set
forth in this Section 1 and any additional shares of GCI's voting stock acquired
in any manner by any one or more of the Parties ("Shares"):

                  (1)      Prime -                    (      ) shares of Class A
                           common stock;

                  (2)      MCI -  8,251,509  Shares of Class A common  stock and
                           1,275,791 Shares of Class B common stock, which total
                           to an aggregate of 21,009,419 votes for MCI;

                  (3)      Duncan - 852,775  Shares of Class A common  stock and
                           233,708  Shares of Class B common stock,  which total
                           to an aggregate of 3,189,855 votes for Duncan;


                  (4)      Walp -  534,616  Shares  of Class A common  stock and
                           301,049  Shares of Class B common stock,  which total
                           to an aggregate of 3,545,106 votes for Walp; and


                                                          REGISTRATION STATEMENT
                                                                     Page II-564
<PAGE>
                  (5)      TCI GCI -  590,043  Shares  of Class B common  stock,
                           which totals to an  aggregate of 5,900,430  votes for
                           TCI GCI.

         Section 2. Voting.  (a) All of the Shares will, during the term of this
Agreement, be voted as one block in the following matters:

                  (1)      For so long as the full membership on the Board is at
                           least eight, the election to the Board of individuals
                           recommended  by  a  Party   ("Nominees"),   with  the
                           allocation  of  such  recommendations  to be  in  the
                           following  amounts  and by the  following  identified
                           Parties:

                           (A)      For recommendations from MCI, two Nominees;

                           (B)      For  recommendations  from  Duncan and Walp,
                                    one Nominee from each;

                           (C)      For   recommendations   from  TCI  GCI,  two
                                    Nominees; and

                           (D)      For  recommendations  from  Prime,  two  (2)
                                    nominees,  for  so  long  as (i)  the  Prime
                                    Sellers (and their distributees who agree in
                                    writing  to be  bound  by the  terms of this
                                    Agreement)  collectively  own at  least  ten
                                    percent of the  issued and  then-outstanding
                                    shares of GCI's  Class A common  stock,  and
                                    (ii)  that  certain   Management   Agreement
                                    between  Prime  and GCI  dated of even  date
                                    herewith ("Prime  Management  Agreement") is
                                    in full force and effect. If either of these
                                    conditions  are not  satisfied,  then  Prime
                                    shall  only be  entitled  to  recommend  one
                                    Nominee.  If neither of these conditions are
                                    met,   Prime   shall  not  be   entitled  to
                                    recommend any Nominee at that time;

                  (2)      To the extent possible,  to cause the full membership
                           of the Board to be  maintained at not less than eight
                           members;

                  (3)      Other matters to which the Parties unanimously agree.

                  (b) The Parties will abide by the  classification by the Board
of a Nominee in accordance with the provisions for  classification  of the Board
as set forth in Article V(b) of GCI's Articles of Incorporation and Section 2(b)
of GCI's Article IV of Bylaws which  classification  was, as of the date of this
Agreement,  for Nominees allocated to MCI as follows:  one in Class I and one in
Class III, and for Nominees  allocated to Prime as follows:  one in Class II and
one in Class III, and for Nominees allocated to TCI GCI as follows: one in Class
II and one in Class III.

                  (c) The  Parties  understand  that to insure the  election  of
their allocated Nominees,  the Shares must constitute sufficient voting power to
cause  those  elections  and that as new shares are  issued by GCI  through  the
exercise of warrants and options,  


                                                          REGISTRATION STATEMENT
                                                                     Page II-565
<PAGE>
acquisitions by employee benefit plans, or otherwise,  the number of outstanding
shares of voting common stock will  increase,  making the  percentage  which the
Shares represent of the outstanding shares decrease.

                  (d) The Parties will take such action as is necessary to cause
the election to the Board of each Party's Nominee(s).

         Section 3. Manner of Voting.  Votes,  for  purposes of this  Section 3,
will be as  determined  by written  ballot  upon each  matter to be voted  upon.
Should such a matter require shareholder  action,  e.g., election of Nominees to
the Board or should  the Board  choose to present  the  matter  for  shareholder
consent,  approval or  ratification,  such balloting must take place so that the
results are received by GCI at its principal executive offices not less than 120
calendar  days in  advance  of the date of GCI's  proxy  statement  released  to
security  holders in  connection  with the  previous  year's  annual  meeting of
security holders.

         Section 4. Limitation on Voting.  Except as set forth in (a) of Section
2 of this  Agreement,  the  Agreement  will not  extend  to  voting  upon  other
questions  and matters on which  shareholders  will have the right to vote under
GCI's Articles of Incorporation, GCI's Bylaws of the Company, or the laws of the
State of Alaska.

         Section 5. Term of Agreement.  (a) The term of this  Agreement  will be
through the completion of the annual meeting of GCI's shareholders  taking place
in June,  2001 or until  there is only  one  Party to the  Agreement,  whichever
occurs first;  provided  that the Parties may extend the term of this  Agreement
only upon unanimous vote and written amendment to this Agreement.

                  (b)  Except as  provided  in (a) and (d) of this  Section 5, a
Party  (other  than  Prime)  will be subject to this  Agreement  until the Party
disposes of more than 25% of the votes  represented  by the Party's  holdings of
common stock which equates to the following (adjusted for stock splits) for each
party:

         1.       MCI -  5,252,355 votes;

         2.       Duncan - 797,464 votes;

         3.       Walp - 886,277 votes; and

         4.       TCI GCI - 1,475,108 votes.

                  (c)  Should one party  dispose of an amount of its  portion of
the  Shares in excess of the limit as set forth in (b) of this  Section  5, each
other Party will have the right to withdraw and  terminate  that Party's  rights
and  obligations  under this  Agreement  by giving  written  notice to the other
Parties.

                  (d) Anything to the contrary in this Agreement notwithstanding
each Party shall remain a Party to this Agreement with respect to its obligation
to vote (a) for


                                                          REGISTRATION STATEMENT
                                                                     Page II-566
<PAGE>
Prime's  Nominee(s)  pursuant to Section  2(a)(1) above,  and (b) to maintain at
least an eight (8) member Board  pursuant to Section  2(a)(2) above only, for so
long as either  (i) the  Prime  Sellers  (and  their  distributees  who agree in
writing to be bound by the terms of this  Agreement)  collectively  own at least
ten  percent  (10%) of the issued and  then-outstanding  shares of GCI's Class A
common  stock or (ii) the Prime  Management  Agreement  is in effect.  Upon each
request,  Prime shall,  within a reasonable period of time after delivery by GCI
to Prime of GCI's  shareholders  list showing the number of shares of GCI common
stock owned by each such shareholder,  provide GCI with its certificate, in form
and substance  reasonably  satisfactory  to GCI,  confirming  the Prime Sellers'
aggregate, then-current percentage ownership of GCI Class A common stock.

         Section 6. Binding  Effect.  The Parties will,  during the term of this
Agreement,  be fully  subject to its  provisions.  There will be no  prohibition
against  transfer  or  other  assignment  of  Shares  under  the  terms  of this
Agreement.  Should a Party  transfer or  otherwise  assign  Shares,  and the new
holder of those  Shares  will not have any rights  under,  nor be subject to the
terms of, this  Agreement,  except that any  assignee  which is an  affiliate or
subsidiary  entity of a Party shall be bound by, and have the  benefits of, this
Agreement;  provided,  however,  that  anything to the contrary in the foregoing
notwithstanding,  any distributee of a Prime Seller that agrees in writing to be
bound by the terms of this  Agreement  will have rights  under and be subject to
the terms of this Agreement.

         Section 7.  GCI's  Agreement.  GCI  agrees  (i) to submit the  Nominees
selected  pursuant to Section  2(a) above in its proxy  materials  delivered  to
GCI's  shareholders in connection with each election of GCI directors;  and (ii)
not to take any action inconsistent with the agreements of the Parties set forth
herein.

         Section 8.  Notices.  Notices  required or  otherwise  given under this
Agreement  will be given by hand  delivery or  certified  mail to the  following
addresses, unless otherwise changed by a Party with notice to the other Parties:


         To Prime:                  Prime II Management, L.P.
                                    600 Congress Avenue, Suite 3000
                                    Austin, Texas 78701
                                    Attn:  President

                                    With  copies  (which  shall  not  constitute
                                    notice) to:

                                    Edens Snodgrass Nichols & Breeland, P.C.
                                    2800 Franklin Plaza
                                    111 Congress Avenue
                                    Austin, Texas 78701
                                    ATTN:  Patrick K. Breeland



                                                          REGISTRATION STATEMENT
                                                                     Page II-567
<PAGE>
         To MCI:                    MCI Telecommunications Corporation
                                    1133 19th Street, N.W.
                                    Washington, D.C. 20035
                                    ATTN: Douglas Maine, Chief Financial Officer

         To Duncan:                 Ronald A. Duncan
                                    President and Chief Executive Officer
                                    General Communication, Inc.
                                    2550 Denali Street, Suite 1000
                                    Anchorage, Alaska 99503

         To Walp:                   Robert A. Walp
                                    Vice Chairman
                                    General Communication, Inc.
                                    2550 Denali Street, Suite 1000
                                    Anchorage, Alaska 99503

         To TCI GCI :               Larry E. Romrell, President
                                    TCI GCI, Inc.
                                    5619 DTC Parkway
                                    Englewood, Colorado 80111

         Section 9.  Performance.  The  Parties  agree that  damages  are not an
adequate remedy for a breach of the terms of this  Agreement.  Should a Party be
in breach of a term of this Agreement, one or more of the other Parties may seek
the specific  performance  or  injunction  of that Party under the terms of this
Agreement by bringing an appropriate action in a court in Anchorage, Alaska.

         Section 10. Governing Law. The terms of this Agreement will be governed
by and construed in accordance with the laws of the State of Alaska.

         Section 11. Amendments. This Agreement constitutes the entire Agreement
between the Parties,  and any amendment of it must be in writing and approved by
all Parties.

         Section  12.  Group.  Prior  to a Party  filing  a  Schedule  13D or an
amendment to such a schedule  pursuant to the  Securities  Exchange Act of 1934,
the Party will provide a written notice to each of the other Parties within five
days after the triggering  event under that schedule and at least two days prior
to the filing of that  schedule  or  amendment,  as the case may be, and further
provide to any other Party any information or documentation reasonably requested
by that Party in this regard.

         Section 13. Termination of Prior Agreement.  This Agreement  supersedes
and replaces in its entirety that certain Voting Agreement dated effective as of
March 31, 1993,  by and between MCI,  Duncan,  Walp and TCI GCI, as successor in
interest to WestMarc Communications, Inc.


                                                          REGISTRATION STATEMENT
                                                                     Page II-568
<PAGE>
         Section 14.  Severability.  If a court of competent  jurisdiction finds
any portion of this Agreement  invalid or not enforceable,  this Agreement shall
be  automatically  reformed  to carry out the intent of the Parties as nearly as
possible without regard to the portion so invalidated.  If this entire Agreement
is  determined  to be limited in duration by a court of competent  jurisdiction,
the Parties agree to enter into a new Agreement which carries forward the intent
of the Parties upon such termination.

         IN WITNESS  WHEREOF,  the Parties  set their  hands to this  Agreement,
effective on the first date above written.

                                            PRIME II MANAGEMENT, L.P.
                                            By Prime II Management, Inc.
                                            Its General Partner


                                            By
                                            Name:
                                            Its:


                                            MCI TELECOMMUNICATIONS CORPORATION


                                            By
                                            Name:
                                            Its:




                                                          REGISTRATION STATEMENT
                                                                     Page II-569
<PAGE>

                                            RONALD A. DUNCAN



                                            ROBERT M. WALP



                                            TCI GCI, INC.


                                            By
                                            Name:
                                            Its:


                                            GENERAL COMMUNICATION, INC.


                                            By
                                            Name:
                                            Its:




                                                          REGISTRATION STATEMENT
                                                                     Page II-570
<PAGE>


                                   EXHIBIT "D"
                              Form of Legal Opinion

                           [HARTIG, RHODES LETTERHEAD]

                                              , 1996







                                                                       Anchorage



MCI Telecommunications Corporation
1133 19th Street, NW
Washington, D.C.  20038


                                    RE:     Stock   Purchase    Agreement   (the
                                            "Agreement")  dated as of          ,
                                            1996 between General  Communication,
                                            Inc.   (the   "Company")   and   MCI
                                            Telecommunications  Corporation (the
                                            "Purchaser")
                                    Our File: 6552-35

Ladies and Gentlemen:

         This opinion letter is delivered to you pursuant to Paragraph 8(c)(vii)
of the Agreement.  Capitalized terms used but not defined in this opinion letter
have the meanings given to them in the Agreement.

         We have  acted  as  counsel  to the  Company  in  connection  with  the
preparation  and the  execution  and delivery of the  Agreement  and the related
documents.  In that  capacity we have  examined  the  Agreement  and the related
documents,  including,  but not limited to, the Registration  Rights  Agreement,
dated of even date  herewith,  between  the 


                                                          REGISTRATION STATEMENT
                                                                     Page II-571
<PAGE>
Company and the Purchaser and the Voting Agreement, dated of even date herewith,
by and between the Company, Prime II Management,  L.P., as the designated agent,
the  Purchaser,  Ronald A. Duncan,  Robert M. Walp and TCI GCI,  Inc.  ("Related
Agreements")  and such other documents and records,  and we have made such other
investigations,  as we have deemed  necessary to enable us to state the opinions
expressed  below.  As to  certain  factual  matters,  we have  relied  upon  the
representations of the Company and the Purchaser  contained in the Agreement and
upon certificates of officers of the Company and the Purchaser.

         In such  examination,  we have assumed the genuineness and authenticity
of all documents  submitted to us as originals,  the conformity with genuine and
authentic  originals of all documents submitted to us as copies, the genuineness
of all  signatures,  the power and authority of each entity which may be a party
thereto  (other than the Company and its  subsidiaries),  the  authority of each
person   signing  for  each  such  entity   (other  than  the  Company  and  its
subsidiaries),   and  the  due   organization,   existence,   qualification  and
authorization  to transact  business of each such party  (other than the Company
and its subsidiaries).

         This  opinion  letter  is  governed  by,  and shall be  interpreted  in
accordance  with,  the Legal Opinion  Accord (the  "Accord") of the American Bar
Association Section of Business Law (1991). As a consequence, it is subject to a
number of qualifications,  exceptions, definitions,  limitations on coverage and
other  limitations,  all as more particularly  described in the Accord, and this
opinion letter should be read in conjunction  therewith.  The law covered by the
opinions  expressed  herein is limited to the federal  law of the United  States
(except as provided in the Accord) as  currently  in effect,  and the law of the
State of Alaska  (except as  provided  in the  Accord) as  currently  in effect.
Furthermore,  we express no opinion with respect to: (i) matters governed by the
Federal Communications Act of 1934, as amended, and the rules and regulations of
the Federal Communications  Commission  thereunder;  or (ii) matters governed by
the Federal  Aviation Act of 1958, as amended,  and the rules and regulations of
the Federal Aviation Administration thereunder.

         On the basis of our examination  and subject to stated  qualifications,
assumptions and limitations, in our opinion:

         1. The Company and each of its subsidiaries are duly organized, validly
existing and in good  standing  under the laws of the State of Alaska,  have all
requisite  corporate  power and authority to own their property as now owned and
carry on their business as now conducted and are qualified to do business and is
in good standing in each  jurisdiction in which the conduct of their business or
the ownership of their property  requires such  qualification,  except,  in each
case,  where the failure to qualify would not have a material  adverse effect on
the financial condition or operations of the Company or its subsidiary.


                                                          REGISTRATION STATEMENT
                                                                     Page II-572
<PAGE>
         2. The  Shares  are duly  authorized,  validly  issued,  fully paid and
nonassessable shares of Common Stock having the rights, preferences,  privileges
and restrictions set forth in the Articles of Incorporation, will not be subject
to any preemptive rights,  and, to our knowledge,  will be free and clear of any
security interest, lien, charge or encumbrance of any nature whatsoever.

         3. The  execution,  delivery  and  performance  by the  Company  of the
Agreement  and the Related  Agreements  are within the  corporate  powers of the
Company,  have been duly  authorized  by all necessary  corporate  action of the
Company,  and do not and will not  conflict  with or  constitute a breach of the
terms,  conditions or provisions of, or constitute a default under, its Articles
of Incorporation and Bylaws or any material contract, undertaking,  indenture or
other  agreement or  instrument  by which the Company is bound or to which it or
any of its assets is subject.

         4. The  Company is not  required,  in  connection  with the  execution,
delivery,  and  performance of the Agreement and the Related  Agreements to give
any notice to or obtain any consent from any lender pursuant to any agreement or
instrument  for  borrowed  money  of which we have  knowledge  and to which  the
Company is a party or by which the property of the Company is bound, except that
consent to the  issuance of the Shares is required  from  NationsBank  of Texas,
N.A.  ("NationsBank"),  as  Administrative  Lender  under  that  certain  Credit
Agreement  dated as of April 26,  1996,  between  GCI  Communication  Corp.  and
NationsBank.

         5.  Registration is not required under the Securities Act or the Alaska
Securities Act of 1959, as amended, for the issuance and delivery of the Shares.
In expressing the opinion set forth in the foregoing  sentence,  we have relied,
without any independent  investigation,  on the representations of Purchaser set
forth in Paragraphs 5 (c) and (d) of the Agreement and A.S. 45.55.900(b)(7). The
applicable exemption from the registration requirements under the Securities Act
is set forth in Section 4(2) of the Securities Act. We express no opinions as to
the necessity of registering the Shares under the laws of any state,  other than
the State of Alaska, in connection with the transaction.

         6. The Company is not  required  to make any  filings  with or give any
notice  to, or obtain any  consents,  approvals,  or  authorizations  from,  any
governmental   authority  in  connection   with  the  execution,   delivery  and
performance  by the company of the  Agreement  and the Related  Agreements.  The
execution,  delivery,  and  performance  by the Company of the Agreement and the
Related  Agreements,  do not and will not violate any law,  rule,  regulation or
order of any court or other governmental authority applicable to the Company.

         7. The Agreement and the Related  Agreements  are the legal,  valid and
binding  obligations  of  the  Company,   enforceable  against  the  Company  in
accordance with their terms,  except as the  enforceability  of those agreements
may be affected or 


                                                          REGISTRATION STATEMENT
                                                                     Page II-573
<PAGE>
limited by bankruptcy,  insolvency or similar laws affecting  creditors'  rights
generally or by general principles of equity, whether applied in a proceeding in
equity or at law.

         8. There is no pending,  or to the best of our  knowledge,  threatened,
judicial,  administrative or arbitral action, suit,  proceeding or claim against
or investigation of the Company which questions the validity of the Agreement or
the Related Agreements.

         The  opinions  expressed  above are  subject  to and  qualified  in all
respects by the Accord and the following:

         We  have  relied  as to  factual  matters  on the  representations  and
warranties of the Company set forth in the Agreement,  certificates  of officers
and other representatives of the Company and the following additional items, and
have made no other investigation or inquiry as to such factual matters:

                  (a) Certificates  from the State of Alaska as to the existence
and good standing of the Company and its subsidiaries.

                  (b) Constituent Documents of the Company and its subsidiaries.

         We have rendered the foregoing opinion as of the date hereof, and we do
not undertake to supplement  our opinion with respect to the factual  matters or
changes in the law which may hereafter occur.

         You are  hereby  notified  that  (a) we do not  consider  you to be our
client in the  matters to which this  opinion  letter  relates,  (b) neither the
Alaska  Code  of  Professional  Responsibility  nor  current  case  law  clearly
articulates the  circumstances  under which an attorney may give a legal opinion
to a person other than the  attorney's own client,  (c) a court might  determine
that it is improper to us to issue,  and for you to rely upon,  a legal  opinion
issued by us when we have acted as counsel to the Company in connection with the
transactions, and (d) you may wish to obtain a legal opinion from your own legal
counsel as to the matters addressed in this opinion letter.

         We  express  no  opinions  herein  regarding  the   enforceability   of
provisions  involving  choices  or  conflicts  of  law or of  provisions  of the
Registration Rights Agreement  purporting to require  indemnification of a party
for its own action or  inaction,  to the extent the action or inaction  involves
negligence.

         This  opinion is given solely to you and may be relied upon by you only
in  connection  with the  Agreement and may not be used or relied upon by you or
any other  person or entity  for any other  purposes  whatsoever.  This  opinion
letter may not be  quoted,  circulated  or  published,  in whole or in part,  or
furnished to or relied upon by any other party, or otherwise  referred to, or be
filed with or furnished to any governmental 


                                                          REGISTRATION STATEMENT
                                                                     Page II-574
<PAGE>
agency or other person or entity not  involved in the  Agreement  without  prior
written consent.

                                            Sincerely,

                                            HARTIG, RHODES, NORMAN,
                                            MAHONEY & EDWARDS, P.C.


                                            By:
                                                     Robert B. Flint


                                                          REGISTRATION STATEMENT
                                                                     Page II-575
<PAGE>


                                SCHEDULE 4(c)(i)
                       GCI's Stock Option Plans, Warrants,
                        Rights or Convertible Securities



General Communication, Inc. Outstanding Options:

                                          No. of Shares     Exercise Price
                                          -------------     --------------
Shares reserved for exercise of
options issued pursuant to GCI's
Incentive Stock Option Plan                2,233,734     $.75 to $4.50 per share

Shares to be issued pursuant to
an option agreement with
William C. Behnke, an Officer                 85,190     $.001 per share

Shares to be Issued pursuant to
an option agreement with
John M. Lowber, an Officer                   100,000     $.75 per share

Shares to be issued to MCI
Telecommunications Corporation             2,000,000     $6.50 per share

Shares to be issued to Prime entities     11,800,000     $6.50 per share

Shares to be issued to Cooke entities      2,923,077     $6.50 per share

Shares to be issuable to the Rock
entities pursuant to a $10,000,000
convertible note                           1,538,462     $6.50 per share

NOTE: For additional  details regarding GCI's Stock Option Plan, please refer to
the footnotes in GCI's financial statements in its SEC Forms 10K and 10Q.



                                                          REGISTRATION STATEMENT
                                                                     Page II-576
<PAGE>
                                SCHEDULE 4(c)(ii)
                                Voting Agreements




         There are no voting  trusts or other  agreements or  understandings  to
which GCI or any subsidiary is a party,  and to GCI's  knowledge no other voting
trusts  exist with  respect to the voting of the capital  stock of GCI or any of
its subsidiaries,  except for (i) that Voting Agreement entered into as of March
31, 1993, by and between MCI Telecommunications  Corporation ("MCI"),  Ronald A.
Duncan ("Duncan"),  Robert M. Walp ("Walp"), and WestMarc Communications,  Inc.,
all as  shareholders of GCI; which is projected to be superseded and replaced in
its entirety by (ii) that Voting Agreement to be entered into as of            ,
1996, by and between Prime II Management,  L.P., Prime Venture I Holdings, L.P.,
Prime Cable Growth Partners,  L.P., Alaska Cable,  Inc., MCI, Duncan,  Walp, TCI
GCI, Inc. and GCI.



                                                          REGISTRATION STATEMENT
                                                                     Page II-577
<PAGE>


                               SCHEDULE 4(c)(iii)
                             Outstanding Stock Liens



                  GCI  owns  the  entire   equity   interest   in  each  of  its
subsidiaries,  and all the  outstanding  capital stock of each subsidiary of GCI
are validly issued,  fully paid and  nonassessable and are owned by GCI free and
clear of all liens, charges,  preemptive rights, claims or encumbrances,  except
as follows:

                  1. NationsBank of Texas,  N.A., as Administrative  Agent under
the Credit  Agreement  dated as of May 14, 1993, as amended,  holds the original
Stock  Certificates  Nos.  1, 2 and 3, for One  Thousand  (1,000),  One  Hundred
Thousand  (100,000) and Ten Thousand  (10,000) shares  respectively,  of Class A
Common Stock of GCI  Communication  Corp.  for security  purposes  only,  not as
purchaser. GCI is the owner of all of such One Hundred Eleven Thousand (111,000)
shares of GCI Communication Corp. stock.

                  2. NationsBank of Texas,  N.A., as Administrative  Agent under
the  Credit  Agreement  dated as of May 14,  1993,  as  amended,  also holds the
original  Stock   Certificate  No.  1  for  One  Hundred  (100)  shares  of  GCI
Communication Services,  Inc., for security purposes only, not as purchaser. GCI
is the owner of such One Hundred (100) shares.

                  3. National Bank of Alaska  ("NBA"),  as Lender under the Loan
Agreement  dated December 31, 1992,  holds the original Stock  Certificate No. 1
for One Hundred  (100) shares of the Common  Stock of GCI Leasing Co.,  Inc. for
security purposes only, not as purchaser.  GCI Communication Services,  Inc., is
the owner of such 100 shares.  NationsBank  of Texas,  N.A.,  as  Administrative
Agent, holds a second lien on such shares.


                                                          REGISTRATION STATEMENT
                                                                     Page II-578
<PAGE>


                                  SCHEDULE 4(h)
                               Pending Litigation





None.






                                                          REGISTRATION STATEMENT
                                                                     Page II-579
<PAGE>


                                  SCHEDULE 4(l)
                     Contracts/Agreements to Acquire Equity
                       Interest in GCI or its Subsidiaries




         1. The  proposed  Common A stock  issuance  to acquire  (i) the ongoing
cable  television and cable television  systems of Prime Cable of Alaska,  L.P.,
pursuant to the terms of the Securities  Purchase  Agreement  dated as of May 2,
1996, among General Communication,  Inc., Prime Venture I Holdings,  L.P., Prime
Cable  Growth  Partners,  L.P.,  Prime  Venture II,  L.P.,  Prime Cable  Limited
Partnership,  Austin Ventures,  L.P., William Blair Venture Partners III Limited
Partnership,  Centennial Fund, II, L.P.,  Centennial Fund III, L.P.,  Centennial
Business  Development  Fund,  Ltd.,  BancBoston  Capital,  Inc.,  First  Chicago
Investment Corporation,  Madison Dearborn Partners,  Prime II Management,  L.P.,
Prime Cable of Alaska, L.P., Alaska Cable, Inc. and Prime Cable Fund I, Inc.

         2. The  proposed  Common A stock  issuance to acquire  certain  ongoing
cable television business and cable television systems pursuant to the (i) Asset
Purchase Agreements dated as of May 10, 1996, among General Communication,  Inc.
and  McCaw/Rock   Homer  Cable  Systems  and  McCaw/Rock   Seward  Cable  System
respectively;  and (ii) the Asset Purchase Agreement,  dated May 10, 1996, among
General Communication, Inc. and Alaska Cablevision, Inc.

         3. The  proposed  Common A stock  issuance to acquire  certain  ongoing
cable television  business and cable  television  systems pursuant to that Asset
Purchase  Agreement,  dated as of April 15, 1996,  among General  Communication,
Inc., Alaskan Cable Network/Fairbanks,  Inc., Alaskan Cable Network/Juneau, Inc.
and Alaskan Cable Network/Ketchikan-Sitka, Inc.



                                                          REGISTRATION STATEMENT
                                                                     Page II-580
<PAGE>


                                SCHEDULE 4(m)(ii)
                       Requests for Collective Bargaining



         None.





                                                          REGISTRATION STATEMENT
                                                                     Page II-581
<PAGE>


                                  SCHEDULE 4(p)
                                   Asset Liens

                  GCI and its  subsidiaries  have  good  title  to all  material
assets on the Balance Sheet,  except as set forth in paragraph  4(p)(i)  through
(iv) of the MCI Stock Purchase Agreement, and except as follows:

                  1.  To  secure  a debt  in the  current  principal  amount  of
$30,100,000.  NationsBank  of Texas,  N.A.,  as  Administrative  Agent under the
Credit   Agreement  dated  April  26,  1996,   holds  a  security   position  on
substantially all of GCI's and GCI Communication Corp.'s property and equipment,
including,  without  limitation,  the stock listed in Schedule 4(c)(iii) hereof,
all of GCI  Communication  Corp.'s fixtures as a transmitting  utility on all of
its real properties and leasehold estates located both in Alaska and Washington.

                  2.  To  secure  a debt  in the  current  principal  amount  of
$7,595,595,  National Bank of Alaska,  as Lender under the Loan Agreement  dated
December  31,  1992,  holds a security  interest  in GCI  Communication  Corp.'s
undersea fiber operations,  as well as a security interest in the lease payments
from MCI.

                  3. There is a capital lease in the current principal amount of
$766,049;   RDB  Partnership  holds  title  to  the  building  occupied  by  GCI
Communication Corp.

                  4. There is a capital lease in the current principal amount of
$143,973;   the  National  Bank  of  Alaska  Leasing  Co.  holds  title  to  GCI
Communication Services, Inc.'s shared hub assets and contract proceeds. However,
GCISI has an option to acquire  those  assets at the end of the capital  lease's
term.




                                                          REGISTRATION STATEMENT
                                                                     Page II-582
<PAGE>



                                  SCHEDULE 4(q)
                               Material Contracts

                  The  following  is a  complete  listing of all  contracts  and
agreements existing on the date hereof for GCI and/or its subsidiaries which (i)
are with any customer which accounted for greater than 2% of GCI's or any of its
subsidiary's  revenues for the year ended 12/31/95;  (ii) involve contracts that
call for annual  aggregate  expenditures by GCI of greater than  $5,000,000;  or
(iii) involve  contracts that call for aggregate  expenditures by GCI during the
remainder of their respective terms in excess of $10,000,000:

1. Customers which account for greater than 2% of GCI or any of its subsidiary's
revenues for the year ended 12/31/95.
        
                  a.       GCI Communication Services, Inc.: 2% Floor is approx.
                           greater  than   $20,000/year:   Chevron   Shared  Hub
                           contract; est. $880,000 annual revenues.

                  b.       GCI Communication Corp.: 2% Floor is approx.  greater
                           than $1,538,000/year:
                           i.       Carrier       Agreement       with       MCI
                                    Telecommunications Corporation;
                           ii.      Service    Agreement    with    US    Sprint
                                    Communications Company Limited Partnership
                                    of Delaware; and
                           iii.     Agreement with British Petroleum.

                  c.       General  Communication,  Inc.  and GCI  Leasing  Co.,
                           Inc.: None.

2.  Contracts   calling  for  annual  aggregate   expenditures  by  GCI  or  its
subsidiaries of greater than $5,000,000  annually or for aggregate  expenditures
by  GCI  during  the  remainder  of  their  respective  terms  of  greater  than
$10,000,000.

                  a.       GCI and GCI Communication Corp.:
                           i.       NationsBank  of Texas,  N.A.  These entities
                                    owe  the  current   principal  amount  of  $
                                    30,100,000  to  NationsBank  of Texas,  N.A.
                                    as  Administrative  Agent  under the  Credit
                                    Agreement dated April 26, 1996.

                           ii.      National     Bank     of     Alaska.     GCI
                                    Communication   Corp.   owes   the   current
                                    principal  amount  of  $7,595,595,  National
                                    Bank of  


                                                          REGISTRATION STATEMENT
                                                                     Page II-583
<PAGE>
                                    Alaska,  as Lender under the Loan  Agreement
                                    dated  December  31,  1992,  relating to its
                                    undersea fiber operations.

                           iii.     MCI  Telecommunications   Corporation.   The
                                    lease   agreement   between   MCI   and  GCI
                                    Leasing  Company,  Inc.,  dated December 31,
                                    1992,  will  result  in  payments  exceeding
                                    $10 Million over its term.

                           iv.      Scientific-Atlanta,   Inc.   The   Company's
                                    1996   commitment    under   its   equipment
                                    purchase contract with Scientific-Atlanta,
                                    Inc. exceeds $5,000,000.

                           v.       Hughes   Communications   Galaxy,  Inc.  The
                                    Company   entered   into  a   purchase   and
                                    lease-purchase  option  agreement  in August
                                    1995  for  the   acquisition   of  satellite
                                    transponders    to   meet   its    long-term
                                    satellite   capacity    requirements.    The
                                    amount  of  the  down  payment  required  in
                                    1996  will   exceed  $5   Million   and  the
                                    remaining   commitment   will   exceed   $10
                                    Million.


                                                          REGISTRATION STATEMENT
                                                                     Page II-584
<PAGE>



                                SCHEDULE 4(q)(i)
                                Existing Defaults



         None.








                                                          REGISTRATION STATEMENT
                                                                     Page II-585
<PAGE>


                                SCHEDULE 4(r)(v)
                              Environmental Notices



None.




                                                          REGISTRATION STATEMENT
                                                                     Page II-586
<PAGE>


                                  SCHEDULE 4(s)
                                   Tax Audits


GCI's  1993  federal  income  tax return was  selected  for  examination  by the
Internal  Revenue Service ("IRS") during 1995. The examination  commenced during
the fourth quarter of 1995 and was completed in March,  1996. GCI has received a
letter from the agent conducting the examination  indicating that no changes are
proposed or required.

The IRS is in the process of reviewing GCI's  compliance with the federal excise
tax on  telecommunication  services.  No substantive  issues have been raised at
this time.

The Washington  State  Department of Revenue has notified GCI that it intends to
conduct an audit in July,  1996,  of  Washington  state sales,  use and business
occupation taxes for the period of January, 1992 through March, 1996.

Management  believes these examinations will not result in material  adjustments
and will not have a material impact on GCI's financial statements.


                                                          REGISTRATION STATEMENT
                                                                     Page II-587
<PAGE>

                           MCI's OFFICER'S CERTIFICATE
                               (Section 8(b)(iii))


         In compliance  with Section  8(b)(iii) of the Stock Purchase  Agreement
dated             ,  1996, between GENERAL  COMMUNICATION,  INC. ("GCI") and MCI
TELECOMMUNICATIONS  CORPORATION  ("Agreement")  I, the  undersigned,  certify as
follows:

                  1. I am the duly appointed and acting               of MCI and
I am authorized to execute this Certificate.

                  2. The Final  Closing  Date as  defined  in the  Agreement  is
               , 1996.

                  3. This  representations of MCI set forth in the Agreement are
true and correct in all  material  respects as of the date when made and (unless
made as of a specified date) are true and correct in all material respects as if
made as of the Final Closing Date.

                  4. MCI has performed in all material  respects its  agreements
contained  in the  Agreement  required to be  performed at or prior to the Final
Closing Date.

         Dated this         day of                   , 1996.


                                            MCI TELECOMMUNICATIONS CORPORATION


                                            By:
                                            Name:
                                            Its:


MCI's Officer's Certificate
GCI-MCI
Page 588
<PAGE>

                           GCI's OFFICER'S CERTIFICATE
                 (Section 8(c)(i), (ii), (iii), (viii) and (ix))


         In compliance with Section 8(c)(i), (ii), (iii), (viii) and (ix) of the
Stock   Purchase   Agreement   dated               ,   1996,   between   GENERAL
COMMUNICATION, INC. ("GCI") and MCI TELECOMMUNICATIONS CORPORATION ("Agreement")
I, John M. Lowber, certify as follows:

                  1.  I am  the  duly  appointed  and  acting  Secretary  of GCI
authorized to execute this Certificate.

                  2. The Final  Closing  Date as  defined  in the  Agreement  is
               , 1996.

                  3. This  representations of GCI set forth in the Agreement are
true and correct in all  material  respects as of the date when made and (unless
made as of a specified date) are true and correct in all material respects as if
made as of the Final Closing Date.

                  4. GCI has performed in all material  respects its  agreements
contained  in the  Agreement  required to be  performed at or prior to the Final
Closing Date.

                  5. All applicable  consents and approvals  (including those of
the FCC and any  applicable  Public  Utility  Commission  which are necessary to
consummate the transactions contemplated by the Agreement have been obtained.

                  6.  Attached  hereto is a complete  copy of a resolution  duly
adopted by the board of directors of GCI authorizing and approving the execution
of the Agreement and the  consummation of the  transactions  contemplated by the
Agreement.

         Dated this             day of                 , 1996.


                                            GENERAL COMMUNICATION, INC.


                                            By:
                                                John M. Lowber, Secretary


MCI's Officer's Certificate
GCI-MCI
Page 589