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                           GENERAL COMMUNICATION, INC.
                            AUDIT COMMITTEE CHARTER*

                                     Purpose

         The purpose of the Audit Committee is to act on behalf of the board of
directors ("Board") of General Communication, Inc. ("Company") and generally to
carry out the following and as further described in this charter:

              o   Independent Auditor Selection, Qualifications - Directly
                  responsible for appointment, compensation, retention,
                  oversight, qualifications and independence of the Company's
                  independent certified public accountants ("External Auditor").

              o   Internal Audit - To the extent the Company has an internal
                  audit operation, assist in Board oversight of its performance.

              o   Financial Statements - Assist in Board oversight of integrity
                  of the Company's financial statements.

              o   Financial Reports, Internal Control - Directly responsible for
                  oversight of audit by the External Auditor of the Company's
                  financial reports and the Company's reports on internal
                  control.

              o   Annual Reports - Prepare reports required to be included in
                  the Company's annual proxy statement.

              o   External Auditor Reports - Accept certain reports from the
                  External Auditor ("External Auditor Reports").

              o   Complaints - Receive and respond to certain complaints
                  ("Complaints") relating to internal accounting controls and
                  auditing matters; confidential, anonymous submissions by
                  Company employees regarding questionable accounting or
                  auditing matters and performance of the Company's internal
                  audit operation, if any; or alleged illegal acts or
                  behavior-related conduct in violation of the Company's Code of
                  Business Conduct and Ethics ("Ethics Code"), all as described
                  in this charter.

              o   External Auditor Disagreements - Resolve disagreements between
                  the Company and the External Auditor regarding financial
                  reporting ("Auditor Disagreements").

              o   Non-Audit Services - Review and pre-approve all non-audit
                  services offered to the Company by the External Auditor
                  ("Non-Audit Services").

              o   Attorney Reports - Address certain attorney reports ("Attorney
                  Reports").

              o   Related Party Transactions - Review certain related party
                  transactions ("Related Party Transactions").

              o   Shareholder Reports - Prepare certain shareholder reports
                  ("Shareholder Reports").


--------------
* As revised by the board of directors of General Communication, Inc. effective
  as of February 3, 2005.

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              o   Annual Plan - Prepare an annual plan for Company audit-related
                  matters ("Annual Plan").

              o   Other - Carry-out other assignments as designated by the
                  Board.

                                   Membership

         The following are prerequisites for, and conditions on, membership on
the Audit Committee:

              o   Number, Qualifications - The Audit Committee shall consist of
                  at least three, and no more than six, Board members meeting
                  the following qualifications -

                       o   Independent - Each member of the Audit Committee must
                           be an independent director as the term is defined in
                           this charter ("Independent Director").

                       o   General Knowledge and Ability - Each Audit Committee
                           member shall have the following knowledge and
                           abilities -

                           o   Knowledge of the primary industries in which the
                               Company operates.

                           o   Ability to read and understand fundamental
                               financial statements, including a company's
                               balance sheet, income statement, and cash flow
                               statement.

                           o   Ability to understand key business and financial
                               risks and related controls and control processes.

                       o   Audit Committee Financial Expert, Attributes - At
                           least one Audit Committee member must meet the
                           prerequisites for an audit committee financial expert
                           ("Audit Committee Financial Expert"), i.e., a person
                           who has all of the following attributes -

                           o   Understanding of generally accepted accounting
                               principles and financial statements.

                           o   Ability to assess the general application of such
                               principles in connection with accounting for
                               estimates, accruals and reserves.

                           o   Experience in preparing, auditing, analyzing or
                               evaluating financial statements that present a
                               breadth and level of complexity of accounting
                               issues that are generally comparable to the
                               breadth and complexity of issues that can
                               reasonably be expected to be raised by the
                               Company's financial statements, or experience
                               actively supervising one or more persons engaged
                               in such activities.

                           o   Understanding of internal control over financial
                               reporting.

                           o   Understanding of audit committee functions.

                       o   Acquiring Attributes of Audit Committee Financial
                           Expert - Examples of how one may determine whether a
                           person has acquired the attributes of an Audit
                           Committee Financial Expert are through any one or
                           more of the following -


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                           o   Education and experience as a principal financial
                               officer, principal accounting officer,
                               controller, public accountant or auditor or
                               experience in one or more positions that involve
                               the performance of similar functions.

                           o   Experience actively supervising a principal
                               financial officer, principal accounting officer,
                               controller, public accountant, auditor or person
                               performing similar functions.

                           o   Experience overseeing or assessing the
                               performance of companies or public accountants
                               with respect to the preparation, auditing or
                               evaluation of financial statements.

                           o   Other relevant experience.

                       o   Financial Sophistication - At least one member of the
                           Audit Committee must have past employment experience
                           in finance or accounting, requisite professional
                           certification in accounting, or comparable experience
                           or background which results in the individual's
                           "financial sophistication," including being or having
                           been a chief executive officer, chief financial
                           officer or other senior officer with financial
                           oversight responsibilities. The Board may presume
                           that a person who meets the requirements for an Audit
                           Committee Financial Expert qualifies as a financially
                           sophisticated Audit Committee member.

                       o   No Consulting Fee, Not an Affiliate - On an ongoing
                           basis, a member of the Audit Committee must not
                           accept any consulting, advisory, or other
                           compensatory fee from the Company other than for
                           Board service and must not be an affiliated person of
                           the Company.

                           o   The term "affiliated person" as applied to the
                               Company means a person that directly, or
                               indirectly through one or more intermediaries,
                               controls, or is controlled by, or is under common
                               control with, the Company.

                                o   An executive officer of an affiliate of the
                                    Company or a director of an affiliate who
                                    also is an employee of the affiliate is
                                    deemed to be an affiliate of the Company.

                                o   A person is deemed not to be in control of
                                    the Company for these purposes if the person
                                    is not the beneficial owner, directly or
                                    indirectly, of more than 10% of any class of
                                    voting securities of the Company and is not
                                    an executive officer of the Company.

              o   Term - Subject to the terms of this charter -

                       o   Member Appointment - Members of the Audit Committee
                           shall be appointed by the Board and shall serve at
                           the pleasure of the Board for such term as the Board
                           may determine, taking into account the
                           recommendations of the committee.

                       o   Chair Selection - The Audit Committee chair shall be
                           selected by committee members or, if the Board
                           directs, by the Board, taking into account the
                           recommendations of the committee.

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              o   Effect of Designation As Audit Committee Financial Expert -
                  Designation or identification of a person as an Audit
                  Committee Financial Expert under this charter does not impose
                  on that person any duties, obligations or liability that are
                  greater than the duties, obligations, and liability imposed on
                  another person as a member of the Audit Committee and the
                  Board in the absence of that designation or identification.
                  The designation or identification of a person as an Audit
                  Committee Financial Expert under this charter does not affect
                  the duties, obligations or liability of any other member of
                  the Audit Committee or the Board.

              o   Independent Director - An Independent Director is one that
                  meets the definition of "independent director" as prescribed
                  by Nasdaq Stock Market Rule 4200(a)(15) ("Nasdaq Independence
                  Rule") which reads as follows -

                           "means a person other than an officer or employee of
                           the company or its subsidiaries or any other
                           individual having a relationship, which, in the
                           opinion of the company's board of directors, would
                           interfere with the exercise of independent judgment
                           in carrying out the responsibilities of a director.
                           The following persons shall not be considered
                           independent:
                                    (A) a director who is, or at any time during
                           the past three years was, employed by the company or
                           by any parent or subsidiary of the company;
                                    (B) a director who accepted or who has a
                           Family Member who accepted any payments from the
                           company or any parent or subsidiary of the company in
                           excess of $60,000 during any period of twelve
                           consecutive months within the three years preceding
                           the determination of independence, other than the
                           following:
                                            (i) compensation for board or board
                                    committee service;
                                            (ii) payments arising solely from
                                    investments in the company's securities;
                                            (iii) compensation paid to a Family
                                    Member who is a non-executive employee of
                                    the company or a parent or subsidiary of the
                                    company;
                                            (iv) benefits under a tax-qualified
                                    retirement plan, or non-discretionary
                                    compensation;
                                            (v) loans from a financial
                                    institution provided that the loans (1) were
                                    made in the ordinary course of business, (2)
                                    were made on substantially the same terms,
                                    including interest rates and collateral, as
                                    those prevailing at the time for comparable
                                    transactions with the general public, (3)
                                    did not involve more than a normal degree of
                                    risk or other unfavorable factors, and (4)
                                    were not otherwise subject to the specific
                                    disclosure requirements of SEC Regulation
                                    S-K, Item 404;
                                            (vi) payments from a financial
                                    institution in connection with the deposit
                                    of funds or the financial institution acting
                                    in an agency capacity, provided such
                                    payments were (1) made in the ordinary
                                    course of business; (2) made on
                                    substantially the same terms as those
                                    prevailing at the time for comparable
                                    transactions with the general public; and
                                    (3) not otherwise subject to the disclosure
                                    requirements of SEC Regulation S-K, Item
                                    404; or
                                            (vii) loans permitted under Section
                                    13(k) of the . . . [Securities Exchange Act
                                    of 1934 ("Exchange Act")]. Provided,
                                    however, that in addition to the
                                    requirements contained in this paragraph
                                    (B), audit committee members are also
                                    subject to

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                                    additional, more stringent requirements
                                    under [Nasdaq Stock Market
                                    ("Nasdaq")] Rule 4350(d).
                                    (C) a director who is a Family Member of an
                           individual who is, or at any time during the past
                           three years was, employed by the company or by any
                           parent or subsidiary of the company as an executive
                           officer;
                                    (D) a director who is, or has a Family
                           Member who is, a partner in, or a controlling
                           shareholder or an executive officer of, any
                           organization to which the company made, or from which
                           the company received, payments for property or
                           services in the current or any of the past three
                           fiscal years that exceed 5% of the recipient's
                           consolidated gross revenues for that year, or
                           $200,000, whichever is more, other than the
                           following:
                                            (i) payments arising solely from
                                    investments in the company's securities; or
                                            (ii) payments under
                                    non-discretionary charitable contribution
                                    matching programs.
                                    (E) a director of the listed company who is,
                           or has a Family Member who is, employed as an
                           executive officer of another entity where at any time
                           during the past three years any of the executive
                           officers of the listed company serve on the
                           compensation committee of such other entity; or
                                    (F) a director who is, or has a Family
                           Member who is, a current partner of the company's
                           outside auditor, or was a partner or employee of the
                           company's outside auditor who worked on the company's
                           audit at any time during any of the past three years.
                                    (G) In the case of an investment company, in
                           lieu of paragraphs (A)-(F), a director who is an
                           "interested person" of the company as defined in
                           section 2(a)(19) of the Investment Company Act of
                           1940, other than in his or her capacity as a member
                           of the board of directors or any board committee."

              o   Lack of Independence - The following conditions are
                  incompatible with a director being independent under the
                  Nasdaq Independence Rule, unless they have been absent for
                  three years -

                       o   Company Employment, Family Member - Being employed by
                           the Company, any parent, or any subsidiary of the
                           Company, or having a "Family Member" who is employed
                           as an executive officer of any of those entities.

                           o   The Nasdaq Independence Rule defines "Family
                               Member" as "a person's spouse, parents, children
                               and siblings, whether by blood, marriage or
                               adoption, or anyone residing in such person's
                               home."

                       o   Company Payments - Receiving more than $60,000 in
                           payments from the Company (including any parent or
                           subsidiary of the Company) or having a Family Member
                           who received payments in that amount. The payments
                           referred to here exclude director and committee fees,
                           payments from investments in the Company's
                           securities, compensation to a family member who is
                           not an executive officer of the Company (or a parent
                           or subsidiary of the Company), loans permitted under
                           Section 13(k) of the Exchange Act, and pension or
                           other deferred compensation for prior service that is
                           not contingent on continued service.

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                       o   Service on Compensation Committee - Being an
                           executive officer of another entity that has had any
                           of the Company's executive officers serve on its
                           compensation committee or having a family member who
                           was an executive officer of another entity under such
                           conditions.

                       o   External Auditor Partner - Being a current partner of
                           the External Auditor or partner or employee of the
                           External Auditor who worked on the Company's audit
                           any time in the past three years or having a family
                           member who has such a relationship.

                       o   Principal of Service Provider - Being a partner,
                           controlling shareholder, or executive officer of
                           another company that pays or receives from the
                           Company, in any single year, amounts exceeding the
                           greater of $200,000 or 5% of the recipient company's
                           consolidated gross revenues (or having a family
                           member that makes or receives such payments). The
                           requirement excludes payments from investments in the
                           Company's securities and payments under
                           non-discretionary charitable contribution matching
                           programs.

              o   Removal and Replacement - An Audit Committee member may be
                  removed or replaced by, and any vacancies on the committee may
                  be filled by, the Board, taking into account recommendations
                  of the committee.

                              Operating Principles

         The Audit Committee shall fulfill its responsibilities within the
context of the following overriding principles:

              o   Meetings - The Chair of the Audit Committee, in consultation
                  with committee members, shall determine the frequency and
                  schedule of committee meetings, provided the committee will
                  meet at least two times per year. The Audit Committee meetings
                  and matters relating to them are subject to the provisions of
                  the Company's Bylaws ("Bylaws"). The Audit Committee may ask
                  members of management or others whose advice and counsel are
                  relevant to the issues then being considered by the committee
                  to attend any meetings and to provide such information as the
                  committee may request.

              o   Agenda - The Chair of the Audit Committee shall develop the
                  committee's agenda, in consultation with other committee
                  members. Each member of the Board and members of management
                  are free to suggest the inclusion of items on the agenda. The
                  agenda and information concerning the business which shall be
                  conducted at each Audit Committee meeting shall, to the extent
                  practicable, be distributed to committee members sufficiently
                  in advance of each meeting to permit meaningful review.

              o   Quorum - A majority of the authorized number of Audit
                  Committee members, regardless of possible vacancies, shall
                  constitute a quorum. The Audit Committee may act by a majority
                  of the members present at a meeting of the committee at which
                  at least a quorum is present.

              o   Delegation - The Chair of the Committee may, through the
                  Committee by resolution, delegate authority to act on behalf
                  of the Chair. The Committee may, by resolution, delegate
                  authority to subcommittees or individual members of the
                  Committee as it deems appropriate.

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              o   Communications - The chair and others on the Audit Committee
                  shall, to the extent appropriate, have contact throughout the
                  year with senior management, other committee chairs, other key
                  committee advisors, the External Auditor, etc., as applicable,
                  to strengthen the committee's knowledge of relevant current
                  and prospective business issues.

              o   Committee Education and Orientation - The Audit Committee,
                  with management, shall develop and participate in a process
                  for review of important financial and operating topics that
                  present potential significant risk to the Company.
                  Additionally, individual Audit Committee members are
                  encouraged to participate in relevant and appropriate
                  self-study education to assure understanding of the business
                  and environment in which the Company operates.

              o   Committee Meeting Attendees - The Audit Committee shall
                  request members of management, counsel, and the External
                  Auditor, as applicable, to participate in committee meetings,
                  as necessary to carry out committee responsibilities. The
                  External Auditor or counsel may, at any time, request a
                  meeting with the Audit Committee or its chair, with or without
                  management in attendance. In any case, the Audit Committee
                  shall meet separately with the External Auditor, at least
                  annually.

              o   Reporting to the Board of Directors - The Audit Committee,
                  through the committee chair, shall report periodically, as
                  deemed necessary, but at least annually, to the full Board. In
                  addition, summarized minutes from Audit Committee meetings
                  shall be available to each Board member at least one week
                  prior to the subsequent meeting of the Board.

              o   Committee Expectations and Informational Needs - The Audit
                  Committee shall communicate its expectations and the nature,
                  timing, and extent of its informational needs to management,
                  and external parties, including the External Auditor. Written
                  materials, including key performance indicators and measures
                  related to key business and financial risks, if not previously
                  distributed to the full Board, shall be received from
                  management, auditors, and others at least one week in advance
                  of meeting dates.

              o   Authority to Hire Legal Counsel and Others - The Audit
                  Committee shall have authority to engage an administrative
                  staff and outside advisors in such areas as law, accounting,
                  internal control, and information systems, and other advisors
                  necessary to carry out the committee's duties.

              o   Funding - The Company shall adequately fund the budget of the
                  Audit Committee, including funding to cover paying the
                  External Auditor for services in connection with preparing or
                  issuing audit reports, performing other audit functions,
                  reviewing and attesting services and providing other services
                  to the Company, paying Audit Committee member salaries or
                  fees, if any, paying committee staff and advisors, if any, and
                  paying ordinary administrative expenses of the committee.

                       Relationship with External Auditor

         The following apply in the relationship between the Audit Committee and
the External Auditor:

              o   External Auditor Responsible To Audit Committee and Board -
                  The External Auditor, in its capacity as an independent public
                  accountant, shall be responsible to the Audit Committee and
                  the Board as representatives of the shareholders.

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              o   Audit Committee Oversight - In executing its oversight of the
                  External Auditor, the Audit Committee shall review the work of
                  the External Auditor. The External Auditor shall review
                  Company financial reports and shall report to the Audit
                  Committee. The External Auditor shall report all relevant
                  issues to the Audit Committee responsive to agreed-upon
                  committee expectations.

              o   Annual Performance Review - The Audit Committee shall annually
                  review the performance (effectiveness, objectivity, and
                  independence) of the External Auditor. The Audit Committee
                  shall obtain a formal written statement from the External
                  Auditor delineating all relationships between the External
                  Auditor and the Company consistent with standards set by the
                  Independence Standards Board. Additionally, the Audit
                  Committee shall discuss with the External Auditor
                  relationships or services that may affect auditor objectivity
                  and independence. In the event the Audit Committee shall not
                  be satisfied with the External Auditor's assurances of
                  independence, the committee shall take, or recommend to the
                  full Board, appropriate action which shall ensure the
                  independence of the External Auditor.

              o   Significant Issues Not Adequately Addressed - If the External
                  Auditor identifies significant issues relative to the overall
                  Board responsibility that have been communicated to management
                  but, in the External Auditor's judgment, have not been
                  adequately addressed, the External Auditor should communicate
                  these issues to the chair of the Audit Committee.

                            Primary Responsibilities

         The Audit Committee shall have primary responsibility for the
following:

              o   Oversight - Exercising oversight of External Auditor and of
                  Internal Audit.

              o   Non-Audit Services - Addressing Non-Audit Services.

              o   Financial Reporting - Monitoring financial reporting and risk
                  control related matters.

              o   Complaints - Addressing Complaints on certain alleged illegal
                  acts and unethical behavior in violation of the Ethics Code,
                  and other matters.

              o   Attorney Reports - Addressing Attorney Reports.

              o   Related Party Transactions - Reviewing Related Party
                  Transactions.

              o   Annual Plans - Preparing Annual Plans.

              o   Shareholder Reports - Preparing Shareholder Reports.

              o   External Auditor Reports - Accepting External Auditor Reports.

              o   Performance Evaluations - Conducting Audit Committee
                  performance evaluations ("Audit Committee Performance
                  Evaluations").

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Exercising Oversight of External Auditors, Internal Audit

         The Audit Committee is directly responsible for appointment,
compensation, retention, oversight, qualifications and independence of the
External Auditor. All audit services provided by the External Auditor must be
preapproved by the Audit Committee. To the extent the Company shall have, at any
time, an internal audit operation, the Audit Committee shall assist in the Board
oversight of the performance of that operation. The relationship between the
External Auditor and the Audit Committee is further described under
"Relationship with External Auditor."

Addressing Non-Audit Services

         All Non-Audit Services, including tax services but excluding those
prohibited by federal securities law, must be pre-approved by the Audit
Committee, subject to the following:

              o   Limitations on Approval - A Non-Audit Service may be approved
                  by the Audit Committee only if it does not compromise
                  independence of the External Auditor.

              o   Audit Committee Judgment - The Audit Committee must use its
                  judgment to decide whether a service can be performed by the
                  External Auditor without impairing, either in fact or in
                  appearance, the independence of the External Auditor and
                  subject to the following -

                  o   Starting Point - The starting point for rendering a
                      determination whether independence may be impaired shall
                      be the following three principles -

                           o   An auditor cannot function in the role of
                               management.

                           o   An auditor cannot audit the auditor's own work.

                           o   An auditor cannot serve in an advocacy role for
                               the auditor's client.

                  o   Factors To Consider - When approving Non-Audit Services,
                      the following factors shall be considered -

                           o   Whether the service is being performed
                               principally for the Audit Committee.

                           o   The effects of the service, if any, on audit
                               effectiveness or on the quality and timeliness of
                               the Company's financial reporting process.

                           o   Whether the service would be performed by
                               specialists, e.g., technology specialists, who
                               ordinarily also provide recurring audit support.

                           o   Whether the service would be performed by audit
                               personnel and, if so, whether it will enhance
                               their knowledge of the entity's business and
                               operations.

                           o   Whether the role of those performing the service,
                               e.g., a role where neutrality, impartiality, and
                               auditor skepticism are likely to be subverted,
                               would be inconsistent with the auditor's role.

                           o   Whether the audit firm's personnel would be
                               assuming a management role or creating a
                               mutuality of interest with management.

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                           o   Whether the auditors, in effect, would be
                               "auditing their own numbers."

                           o   Whether the project must be started and completed
                               very quickly.

                           o   Whether the audit firm has unique expertise in
                               the service.

                           o   The size of the fee for the service.

              o   Optional Approval Procedures - The Audit Committee has the
                  following options for approving Non-Audit Services -

                  o   Full Audit Committee - The full Audit Committee can
                      consider each Non-Audit Service.

                  o   Designee - The Audit Committee can designate one of its
                      members to approve a Non-Audit Service, with that member
                      reporting approvals to the full committee.

                  o   Pre-Approval of Categories - The Audit Committee can
                      pre-approve categories of Non-Audit Services. Should this
                      option be chosen, the categories must be specific enough
                      to ensure that -

                           o   The Audit Committee knows exactly what it is
                               approving and can determine the effect of such
                               approval on auditor independence.

                           o   Management will not find it necessary to decide
                               whether a specific service falls within a
                               category of pre-approved Non-Audit Service.

              o   Prohibited Services - The nine services specifically
                  prohibited by federal securities law are as follows -

                  o   Bookkeeping - Bookkeeping or other services related to the
                      accounting records or financial statements of the Company.

                  o   Financial Information Systems - Financial information
                      systems design and implementation.

                  o   Appraisal and Related Services - Appraisal or valuation
                      services, opinions, or contribution-in-kind reports.

                  o   Actuarial Services - Actuarial reports.

                  o   Internal Audit - Internal audit outsourcing services.

                  o   Human Resources - Management functions or human resources.

                  o   Broker-Dealer and Related Services - Broker or dealer
                      investment adviser, or investment banking services.

                  o   Legal Services - Legal services and expert services
                      unrelated to the audit.

                  o   Other Services - Any other service that the federally
                      established Public Company Accounting Oversight Board
                      determines is impermissible.

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              o   Limited Waiver - The pre-approval requirement as applied to a
                  Non-Audit Service may be waived for the Company should all of
                  the following be satisfied -

                  o   Limit on Aggregate Amount - The aggregate amount of all
                      Non-Audit Services constitutes not more than 5% of the
                      total amount of revenues paid by the Company to the
                      External Auditor during the fiscal year in which the
                      Non-Audit Services are provided.

                  o   Original Intent - The service is originally thought to be
                      a part of an audit by the External Auditor.

                  o   Resulting Service - The service turns out to be a
                      Non-Audit Service.

                  o   Notification of Audit Committee - The Non-Audit Service is
                      promptly brought to the attention of the Audit Committee
                      and approved prior to completion of the audit by the Audit
                      Committee or by one or more members of the Audit Committee
                      who are members of the Board to whom authority to grant
                      such approvals has been delegated by the Audit Committee.

              o   Disclosure to Shareholders - Approval by the Audit Committee
                  of Non-Audit Services shall be disclosed to Company investors
                  in periodic reports required by Section 13(a) of the Exchange
                  Act.

              o   Limited Delegation - The Audit Committee may delegate to one
                  or more designated members of the committee, who are
                  Independent Directors of the Board, the authority to grant
                  pre-approvals as described in this section. The decisions of
                  any member to whom such authority is delegated is to be
                  presented to the full Audit Committee at each of its scheduled
                  meetings.

Monitoring Financial Reporting and Risk Control Related Matters

         The Audit Committee shall review and assess the following:

              o   Risk Management - The Company's business risk management
                  process, including the adequacy of the Company's overall
                  control environment and controls in selected areas
                  representing significant financial and business risk.

              o   Annual Reports and Other Major Regulatory Filings - All major
                  financial reports in advance of filing or distribution.

              o   Internal Controls and Regulatory Compliance - The Company's
                  system of internal controls for detecting accounting and
                  reporting financial errors, fraud and defalcations, legal
                  violations and noncompliance with the Ethics Code pertaining
                  to accounting, internal controls on accounting or audit
                  matters.

              o   Regulatory Examinations - Inquiries from the Securities and
                  Exchange Commission ("SEC") and the results of examinations by
                  other regulatory authorities in terms of important findings,
                  recommendations, and management's response.

              o   External Audit Responsibilities - External Auditor
                  independence and the overall scope and focus of the annual or
                  interim audits, including the scope and level of involvement
                  with unaudited quarterly or other interim-period information.

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              o   Financial Reporting and Controls - Key financial statement
                  issues and risks, their impact or potential effect on reported
                  financial information, the processes used by management to
                  address such matters, related External Auditor views, the
                  bases for audit conclusions and important conclusions on
                  interim and year-end audit work in advance of the public
                  release of financials.

              o   Auditor Recommendations - Important External Auditor
                  recommendations on financial reporting, controls, other
                  matters, and management's response; and the views of
                  management and the External Auditor on the overall quality of
                  annual and interim financial reporting.

Addressing Complaints on Certain Illegal Acts, Unethical Behavior, Other Matters

         The Audit Committee shall have the following special duties:

              o   Complaints - The Audit Committee, from time to time, when it
                  shall receive a Complaint, i.e., an inquiry or complaint or
                  when the committee independently shall decide in accordance
                  with this charter, shall review and make a determination and
                  recommend appropriate action to be taken by the Board on the
                  Complaint, subject to the following -

                  o   Specific Meaning - In this context, "Complaint" shall mean
                      any one or more of the following involving an officer,
                      director, or employee of the Company or any of its
                      directly or indirectly wholly-owned subsidiaries
                      ("Employee" or, where the subject of the Complaint is
                      limited to a director on the board of directors of one or
                      more of those entities, "Director") -

                           o   Allegation of illegal activity or unethical
                               behavior-related violation of the Ethics Code by
                               an Employee pertaining to a Company accounting,
                               internal control on accounting, or audit matter
                               ("Accounting Violation").

                           o   A confidential, anonymous or other submission by
                               an Employee of concern regarding an alleged
                               Company questionable accounting or audit practice
                               ("Questionable Accounting Practice").

                           o   Allegation of illegal activity or unethical
                               behavior-related violation of the Ethics Code by
                               an Employee pertaining to a matter other than an
                               Accounting Violation ("Unethical Conduct").

              o   Procedure - The following shall constitute the Company's
                  procedure for receipt, retention and treatment of Complaints
                  regarding Accounting Violations, Questionable Accounting
                  Practices or Unethical Conduct -

                  o   Specific Allegations - Topics that may be addressed in
                      Complaints must relate to specific alleged Accounting
                      Violations, Questionable Accounting Practices or Unethical
                      Conduct.

                  o   Accounting Violations and Questionable Accounting
                      Practices - A Complaint regarding Accounting Violations or
                      Questionable Accounting Practices must be directed to the
                      Audit Committee for response or investigation. Topics that
                      may be addressed in such Complaints include, but are not
                      limited to the following -


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                           o   Allegations of fraud or deliberate error in the
                               preparation of the Company financial statements.

                           o   Allegations of fraud or deliberate error in the
                               review or audit of Company financial statements.

                           o   Allegations of fraud or deliberate error in
                               maintaining Company financial records.

                           o   Deficiencies in internal control, or violations
                               of internal control policies.

                           o   False statements by a senior officer or
                               accountant regarding matters included in
                               financial reports or records.

                           o   False statements made to independent auditors.

                           o   Other information that can have a material impact
                               on the fairness of the Company's financial
                               statements.

                  o   Director Unethical Conduct Complaint - A Complaint
                      regarding Unethical Conduct by a Director must be directed
                      to the following committee for response and investigation,
                      if any, as conditioned -

                           o   Audit Committee, should the Complaint relate to
                               an Accounting Violation by an Employee, with a
                               copy of the Complaint delivered to the chair of
                               the Nominating and Corporate Governance
                               Committee.

                           o   Nominating and Corporate Governance Committee,
                               should the Complaint relate to Unethical Conduct
                               by the Director which does not involve an
                               Accounting Violation, with a copy of the
                               Complaint delivered to the chair of the Audit
                               Committee.

                           o   Audit Committee and Nominating and Corporate
                               Governance Committee, should the Complaint relate
                               to both an Accounting Violation by an Employee,
                               and Unethical Conduct by the Director which does
                               not involve an Accounting Violation.

                  o   Employee (Not Director) Unethical Conduct - A Complaint
                      regarding Unethical Conduct by an Employee who is not a
                      Director must be directed to the Employee's supervisor or
                      the Chief Financial Officer for response or investigation.
                      Should the Complaint be submitted to the Employee's
                      supervisor, a copy must be directed to the Chief Financial
                      Officer, unless the Complaint pertains to that officer, in
                      which case the copy must be directed to the Company's
                      Chief Executive Officer ("Chief Executive Officer").

                  o   Written Complaint - A Complaint must be in writing,
                      contain sufficient detail to provide a basis for the
                      investigator to make an independent determination as to
                      whether an Accounting Violation, Questionable Accounting
                      Practice or Unethical Conduct has occurred.

                  o   Signature, Date - A Complaint must be signed and dated by
                      the complainant-Employee in the case of an Accounting
                      Violation or Unethical Conduct-related Complaint.

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                  o   Signature Not Required on Confidential or Anonymous
                      Questionable Accounting Practice Complaint - A
                      Questionable Accounting Practice-related Complaint need
                      not be signed, should the complainant be seeking
                      confidential or anonymous treatment of the Complaint.
                      However, it must be dated.

                  o   Delivery of a Complaint To a Committee - A Complaint
                      directed to the Audit Committee or the Nominating and
                      Corporate Governance Committee must be addressed and
                      mailed or otherwise delivered to the chair of the
                      appropriate committee at the Company's corporate offices
                      as follows -

                       CONFIDENTIAL                       CONFIDENTIAL
                       ATTN: Chair, Audit     or          ATTN: Chair,
                       Committee                          Nominating and
                       (Complaint)                        Corporate Governance
                       General Communication,             Committee (Complaint)
                        Inc.                              General Communication,
                       (Complaint)                        Inc.
                       2500 Denali Street,                2500 Denali Street,
                       Suite 1000                         Suite 1000
                       Anchorage, Alaska  99503           Anchorage, Alaska
                                                          99503

                  o   Delivery of a Complaint To the Chief Financial Officer - A
                      Complaint directed to the Chief Financial Officer must be
                      addressed and mailed or otherwise delivered to that
                      officer at the Company's corporate offices as follows -

                           CONFIDENTIAL
                           ATTN:  Chief Financial Officer (Complaint)
                           General Communication, Inc.
                           2500 Denali Street, Suite 1000
                           Anchorage, Alaska 99503

                  o   Other Forms of Delivery - The Chief Financial Officer, in
                      conjunction with the chairs of the Audit Committee and the
                      Nominating and Corporate Governance Committee, shall
                      review and, in the event they shall reach consensus,
                      recommend to the Board other possible means by which a
                      complainant shall deliver a Complaint to the Company,
                      including, but not limited to, an internet address or a
                      toll-free telephone number.

                  o   Complaint Filing System - The Chief Financial Officer, in
                      conjunction with the chairs of the Audit Committee and the
                      Nominating and Corporate Governance Committee, shall
                      establish a procedure compatible with the charters of both
                      committees and the Ethics Code and providing for the
                      corresponding investigator of a Complaint to log the
                      Complaint into a filing system specifically established to
                      retain, process, and otherwise provide for the treatment
                      of Complaints ("Complaint Filing System").

                           o   The Complaint Filing System will be used by each
                               of these three investigators in the separate
                               duties of each in addressing a Complaint.

                  o   Processing of a Complaint - The recipient (investigator)
                      of the Complaint will log the Complaint into the Complaint
                      Filing System, subject to the following -

                           o   Should the Complaint be in the nature of an
                               allegation of an Accounting Violation, a
                               Questionable Accounting Practice or Unethical
                               Conduct, the investigator must determine, based
                               upon the information provided in the

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                               Complaint and independent investigation which the
                               investigator, in the investigator's sole
                               discretion, deems appropriate given the nature of
                               the Complaint, whether there is a reasonable
                               basis for the allegation made in the Complaint,
                               investigate the Complaint, decide whether to hold
                               a hearing on the matter and, should the
                               investigator choose to hold such a hearing, give
                               notice of, and hold the hearing on, the
                               Complaint, request witnesses to appear at the
                               hearing, and otherwise gather evidence necessary
                               for the investigator to render a determination on
                               the Complaint and submit a written determination
                               to, and recommend appropriate action by, the
                               Board.

                           o   Should the Complaint be in the nature of a
                               Questionable Accounting Practice where the
                               Complaint is unsigned or where the complainant
                               has otherwise indicated the Complaint is
                               presented as a confidential, anonymous submission
                               to the investigator, the investigator must
                               determine, based upon the information provided in
                               the Complaint and independent investigation which
                               the investigator, in the investigator's sole
                               discretion, deems appropriate given the nature of
                               the Complaint, whether there is a reasonable
                               basis for the allegation made in the Complaint,
                               render a determination on the Complaint and
                               submit a written determination to, and recommend
                               appropriate action by, the Board.

                           o   Should the Complaint be in the nature of an
                               inquiry without allegation of an Accounting
                               Violation, Questionable Accounting Practice or
                               Unethical Conduct, the recipient may either
                               respond directly to the complainant or, in the
                               recipient's sole discretion, recommend to the
                               Board appropriate action.

                           o   The investigator will, regardless of the nature
                               of the Complaint, seek to process it in a timely
                               manner.

                           o   The investigator shall be informed of the receipt
                               of Complaints at least on a weekly basis. In the
                               event the Complaint shall be directed to a
                               committee, the chair of the committee shall be
                               informed of the receipt of the Complaint within
                               not more than two business days.

                           o   A Complaint pertaining to one or more executive
                               officers or Directors must receive especially
                               timely review by the corresponding investigator.

                           o   Each investigator will decide, upon initial
                               review of a Complaint, whether a formal
                               investigation shall be initiated and the extent
                               of it, including who shall carry out the
                               investigation, and the resources which shall be
                               deemed necessary to carry it out.

                           o   All signed Complaints will be acknowledged as
                               received by the investigator. In the event the
                               signed Complaint shall be directed to a
                               committee, the chair of the committee, or the
                               chair's designee shall acknowledge receipt of the
                               Complaint.

                           o   In the event the investigator shall conclude a
                               Complaint as not one subject to the scope of the
                               investigator's responsibilities under a committee
                               charter or otherwise but as one raising
                               legitimate issues, the

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                               investigator shall forward the matter to the
                               Chief Financial Officer for direct action or
                               referral to the appropriate person for review and
                               action.

                  o   Annual Status Report - The Audit Committee, the Nominating
                      and Corporate Governance Committee, and the Chief
                      Financial Officer as investigators of Complaints, will at
                      least annually each provide reports to the Board on the
                      status of Complaints received during the year, including,
                      but not limited to, a brief description of each, the
                      status of each, and recommended action, if any, on each by
                      the Board (affirmative relief or closure of a file on a
                      Complaint for which the investigator has not received
                      additional requested information from the complainant
                      within a reasonable time which the investigator deems
                      necessary to make a determination in the matter).

                  o   Retention of Closed File - A Complaint file, once closed,
                      will be retained for a time period of 10 years and in
                      accordance with the Company's appropriate records
                      retention policy, after which it will be destroyed. Unless
                      specifically provided otherwise in that policy, the Chief
                      Financial Officer or the officer's designee is the
                      custodian of a closed Complaint file.

                  o   Confidential Treatment - An investigator will be
                      particularly sensitive to the confidential nature of
                      Complaints, especially ones where the complainant has made
                      the Complaint through a confidential or anonymous
                      submission. Complaint files will not be available
                      generally to Employees except with the permission of the
                      investigator and only in accordance with the Company's
                      policy on confidential records, if any, pertaining to the
                      subject matter of the Complaint.

                  o   Committee Review - In the event the investigator shall be
                      the Audit Committee or the Nominating and Corporate
                      Governance Committee, a Complaint shall be reviewed
                      initially by the chair, or the chair's designee, and an
                      initial analysis submitted to the committee. Any formal
                      action taken by the committee on the Complaint must be at
                      a duly scheduled meeting at which at least a quorum of its
                      members is present, and a determination on the Complaint
                      must be by vote of at least a majority of the committee
                      present, subject further to the procedural requirements of
                      the Bylaws.

                  o   Other Procedures - The Audit Committee shall adopt such
                      other procedures, subject to prior Board approval, as may
                      be necessary to carry out the committee's responsibilities
                      in addressing Complaints, Auditor Disagreements, and other
                      matters addressed in this section.

              o   Other Complaint-Related Matters - The Audit Committee shall
                  address other Complaint-related matters as designated by the
                  Board.

              o   Disagreements - The Audit Committee, when it shall receive
                  notice of, or when the committee independently shall become
                  aware of, an Auditor Disagreement, i.e., a disagreement
                  between Company management and the External Auditor regarding
                  financial reporting, shall, in accordance with this charter,
                  review and resolve the Auditor Disagreement.

                  o   Timely Review - In this context, the Audit Committee shall
                      review the Auditor Disagreement in a timely fashion and
                      provide a written determination with supporting argument
                      for it, and the determination of the Audit Committee
                      regarding the Auditor Disagreement shall be final.

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Addressing Attorney Reports

         The Audit Committee shall address an Attorney Report, i.e., a report of
evidence of a securities violation or other infraction involving the Company
subject to the following:

              o   Report Required - An attorney retained by, or otherwise
                  employed by, the Company and appearing and practicing before
                  the SEC on behalf of the Company who becomes aware of evidence
                  of a suspected material violation of securities law
                  ("Reporting Attorney") is required to submit an Attorney
                  Report to the Company's Senior Vice President-Regulatory
                  Affairs ("Chief Legal Counsel"), or if the matter relates to
                  the Chief Legal Counsel, to the Company's Chief Executive
                  Officer ("Chief Executive Officer") for appropriate response
                  (collectively, the Chief Legal Counsel or the Chief Executive
                  Officer, "recipient") and subject to the following -

                  o   Appearing and Practicing - An attorney is deemed to be
                      "appearing and practicing before the SEC" in the
                      representation of the Company, and therefore subject to
                      the provisions of this section on Attorney Reports, if the
                      attorney performs specific services (representing the
                      Company before the SEC, transacting business with the SEC
                      including communications in any form filed with the SEC,
                      or advising the Company on a filing with the SEC), but
                      only if the attorney provides those services in an
                      attorney-client capacity.

                  o   Material Violation - A "material violation" includes a
                      material violation of federal or state securities law, a
                      material breach of fiduciary duty arising under federal or
                      state law, or a similar violation of any federal or state
                      law by an officer, director, employee or agent of the
                      Company.

                  o   Content - The Attorney Report must contain details of the
                      suspected material violation and the relevant evidence
                      regarding the material violation.

              o   Appropriate Response - The recipient of the Attorney Report
                  must inquire into evidence contained in the report, and,
                  unless the recipient reasonably believes no material violation
                  has occurred, is ongoing, or is about to occur, the recipient
                  must take steps to initiate an appropriate response, i.e.,
                  take all reasonable steps to cause the Company to adopt an
                  appropriate response and subject further to the following -

                  o   Referral To Audit Committee - The recipient may choose not
                      to make a determination on the matter or refer the
                      Attorney Report to the Audit Committee, in which case the
                      committee is responsible to inquire into the evidence and,
                      if necessary, formulate an appropriate response.

                  o   Notice To Reporting Attorney - The recipient must within a
                      reasonable time advise the Reporting Attorney as to what
                      the recipient has done regarding the report.

                  o   Receipt of Appropriate Response - Should the Reporting
                      Attorney receive what that attorney believes to be an
                      appropriate response within a reasonable time, the
                      responsibility of that attorney as to the Attorney Report
                      is complete.

                  o   No Appropriate Response - Should the Reporting Attorney
                      not receive an appropriate response within a reasonable
                      time, that attorney must report the

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                      evidence directly to the Audit Committee. Once that report
                      is made to that committee, the responsibility of the
                      Reporting Attorney is complete.

                  o   Specific Meaning - The "appropriate response" requirement
                      is met if, after receiving a response, the Reporting
                      Attorney reasonably believes that no material violation
                      occurred, is ongoing, or is about to occur, the Company
                      has adopted appropriate preventative or remedial measures,
                      or the matter has been referred to an attorney with the
                      consent of the Board, the Audit Committee, or the Chief
                      Legal Officer, who has investigated the evidence and the
                      Company has implemented any remedial recommendations made
                      by the attorney, or the Company has been advised by that
                      attorney that the attorney may assert a colorable defense
                      with regard to the evidence of a material violation.

              o   Other Procedures - The Audit Committee shall adopt such other
                  procedures, subject to prior Board approval, as may be
                  necessary to carry out the committee's responsibilities in
                  addressing Attorney Reports.

Reviewing Related-Party Transactions

         The Audit Committee shall be responsible, in the context of Related
Party Transactions, for the following:

              o   Review - The Audit Committee shall review all Related Party
                  Transactions for possible conflict of interest situations on
                  an ongoing basis.

                  o   Scope of Related Party Transactions - A Related Party
                      Transaction is a transaction required to be disclosed
                      pursuant to Item 404 of Regulation S-K adopted by the SEC.

              o   Approval - All Related Party Transactions must be approved by
                  the Audit Committee.

Preparing Annual Plans

         The Audit Committee, with responses from management and other key
committee advisors, shall develop an Annual Plan, i.e., a plan for Company
audit-related matters addressing the Primary Responsibilities detailed in this
charter. The Annual Plan shall be reviewed and approved by the full Board.

Preparing Shareholder Reports

         The Audit Committee shall make available to shareholders a Shareholder
Report, i.e., a summary report on the scope of its activities. The Shareholder
Report may be identical to the report that appears in the Company's annual
report.

Accepting External Auditor Reports

         External Auditor Reports shall be subject to the following:

              o   Receipt of Report - The Audit Committee shall receive External
                  Auditor Reports directly from the External Auditor. The
                  External Auditor Reports shall be submitted at least annually
                  as shall be requested by the Audit Committee.

              o   Content of Report - The External Auditor Report shall include
                  the following:

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                  o   Staffing, Scope - Audit staffing and supervision, and
                      scope of audit.

                  o   Critical Accounting Policies - Critical accounting
                      policies and practices, alternative accounting treatments,
                      the reasons for selecting such policies, and their impact
                      on the fairness of the Company's financial statements.

                  o   Significant Estimates - Significant estimates made by
                      management in the preparation of financial reports.

                  o   Communications - Nature and content of communications
                      between the External Auditor and Company management.

                  o   Off-Balance Sheet Transactions - Off-balance sheet
                      transactions, joint ventures, contingent liabilities, or
                      derivative transactions, and their impact on the fairness
                      of financial statements.

                  o   External Auditor Proposed Adjustments - External Auditor
                      proposed adjustments, including those recorded by
                      management and those not recorded by management.

                  o   Difficulties with Management - Difficulties encountered
                      with management during the audit.

                  o   Disagreements with Management - Disagreements with
                      management regarding accounting and reporting issues.

                  o   Legal Matters - Material legal matters that may impact the
                      financial statements.

                  o   Overall Fairness - External Auditor's opinion on the
                      overall fairness of the financial statements.

              o   Written Record - The Audit Committee shall keep a written
                  record of all communications with the External Auditor. The
                  Audit Committee may request that the External Auditor put its
                  comments in writing.

              o   Deadline for Report - The Audit Committee must receive a
                  complete report from the External Auditor on the matters
                  addressed in the External Auditor Report prior to completion
                  of the annual audit.

              o   Regular Communications - The Audit Committee shall maintain
                  regular communications with the External Auditor on the topics
                  addressed in the External Auditor Report in connection with
                  Company quarterly reports and other Company financial reports.

Conducting Audit Committee Performance Evaluations

         The Audit Committee shall each year conduct an Audit Committee
Performance Evaluation, i.e., it shall review, discuss, and assess its own
performance as well as the committee's purpose and responsibilities, seeking
responses from senior management, the full Board, and others. Changes, if any,
in the Audit Committee's purpose or responsibilities or, generally, changes to
this charter shall be recommended to the full Board for approval.

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                                  Other Matters

         The foregoing provisions of this charter are not intended to be
exhaustive. The Audit Committee may, in addition, perform such other functions
as may be necessary or appropriate for the performance of its purposes and
responsibilities.

         Nothing in this charter is intended to, and must not be construed as,
creating any responsibility or liability of the members of the Audit Committee
except to the extent otherwise provided under applicable Alaska law which
continues to set the legal standard for the conduct of the committee members.

         ADOPTED by the board of directors of General Communication, Inc.as of
this 3rd day of February, 2005.



                                                     /s/
                                                     John M. Lowber
                                                     Secretary

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