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EXHIBIT 99.25

                              PARTNERSHIP AGREEMENT

                  THIS PARTNERSHIP AGREEMENT  ("Agreement") is made effective as
of the 29th day of July,  1997,  by and  between  GCI FIBER CO.,  INC.,  of 2550
Denali Street, Suite 1000, Anchorage, AK 99503-2781 and FIBER HOLD CO., INC., of
2550 Denali Street,  Suite 1000,  Anchorage,  AK 99503-2781  (collectively,  the
"Partners" and individually, a "Partner").

         1.       NAME.
                  The parties  hereby form a  partnership  under the name Alaska
United Fiber System  Partnership,  as an Alaska General  Partnership,  under the
Alaska Uniform Partnership Act, A.S. 32.05 (the "Partnership").

         2.       TERM.
                  The Partnership shall commence on the 1st day of August, 1997,
and shall continue until terminated under the provisions of this Agreement.

         3.       PURPOSE.
                  The  Partnership's   purpose  is  limited  to  conducting  the
business  contemplated by the Fiber Construction  Agreements (as defined below),
which  include the  Construction  and Term Loan  Facility,  by and among  Credit
Lyonnais New York Branch,  NationsBank of Texas, N.A. and Toronto Dominion (USA)
Inc. (collectively, the "Fiber Construction Facility Banks"), as agents, certain
lenders and the Partnership ("Fiber Construction  Facility"),  for the financing
of an undersea  fiber optic cable  connecting  Anchorage,  Fairbanks and Juneau,
Alaska with the contiguous United States  ("System");  the Completion  Guarantee
between GCI Holdings,  Inc., and the  Partnership,  for the advancement of funds
for the construction of the System;  the Operating  Keep-Well




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Agreement between GCI Holdings,  Inc., and the Partnership,  for the advancement
of funds  for (i) any  operating  expenses,  including  interest  and  principal
payments on Indebtedness,  in excess of the Partnership's Revenues, and (ii) any
unpaid amount on the Fiber Construction  Facility when due at stated maturity or
upon acceleration,  the Operating Keep-Well Agreement between GCI Transport Co.,
Inc., and the Partnership, for the advancement of funds for the same purposes as
the Operating  Keep-Well  Agreement  with GCI Holdings,  Inc.; the Operating and
Maintenance  Contract between GCI Communication  Corp. and the Partnership,  for
the operation and maintenance of the System;  and the Lease Contract and related
guarantee by and among GCI  Communication  Corp.,  as lessee,  and GCI Holdings,
Inc.,  as  guarantor,  and the  Partnership,  as  lessor,  for a lease  of up to
forty-five  (45%)  percent of the  System's  output  capacity.  All of the above
agreements,  collectively,  comprise the "Fiber Construction Agreements," all as
set  forth  therein  and  as may  be  amended,  supplemented  or  modified  from
time-to-time.

         4.       LOCATION OF PRINCIPAL OFFICE.
                  (a) The principal  office of the business  shall be located at
Anchorage,  Alaska,  and the Partners may establish  additional  offices at such
other place or places as the Partners deem desirable.
                  (b) The registered agent for the Partnership  shall be Hartig,
Rhodes, Norman, Mahoney & Edwards, P.C., 717 K Street, Anchorage, AK 99501-3397.



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        5.       CAPITAL; PROFIT AND LOSS.
                  (a) It is  understood  and agreed that all working  capital of
the  Partnership  shall be  contributed  by the  Partners in  proportion  to the
respective interests of each in the capital accounts of the Partnership.

                  (b)  The original contribution of each Partner to the
Partnership capital is:
                           Fiber Hold Co., Inc.               $  500.00
                           GCI Fiber Co., Inc.                $  500.00
                           TOTAL:                             $1,000.00

                  (c) An individual capital account shall be maintained for each
Partner.  The capital  account shall consist of the Partner's  original  capital
contribution  increased by additional  contributions to capital and decreased by
its share of Partnership  losses and by  distributions to it in reduction of its
capital.
                  (d)  No  interest   shall  be  paid  to  any  Partner  on  any
contribution  to capital so long as the  contributions  are in proportion to its
interest in the Partnership.

                  (e) If any  Partner,  pursuant  to the  request  of the  other
Partners, contributes capital to the Partnership,  otherwise than as provided in
Section  5(b),  such  contribution   shall  be  considered  as  a  loan  to  the
Partnership,  and the contributing Partner shall be entitled to ten and one half
percent (10.5%)  interest,  or such other percent of interest as shall be agreed
upon in writing by the Partners, on such contributions, until such contributions
have been repaid.  Such loans shall be repaid by the Partnership  upon demand by
the  contributing  Partner.  If any  Partner is  required  by the  Partnership's
creditors to pay any of the Partnership's debts with such Partner's own separate
assets, thereby contributing capital to the Partnership,  it shall be considered
as being made



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pursuant to request of the other  Partners for the purpose of this Section.  All
such loans shall, at the contributing  Partner's  option, be evidenced by demand
notes.

                  (f) If  those  Partners  holding  a  majority  of the  capital
interests of the Partnership  agree that each Partner shall increase its capital
contribution  to  the  Partnership,  each  Partner  must  increase  its  capital
contribution or suffer a proportionate diminishment of its capital account.

                  (g) The Partnership's profits and losses shall be allocated to
the Partners in proportion to their respective capital accounts.

         6.       GENERAL MANAGER.
                  Once each year a General Manager of the  Partnership  shall be
elected by a vote of the  Partners  who own a majority  in interest of the total
capital  accounts of all  Partners.  The  General  Manager  shall have  physical
possession of the Partnership's books, records,  deeds and papers. It shall give
such  notices to the  Partners  as may from time to time be  required  or deemed
advisable  and  shall  perform  the   Partnership's   necessary   administrative
functions.

         7.       MEETINGS.
                  Regular meetings of the Partnership shall be held at least one
(1) time each year or more often as determined by the Partnership. Notice of the
time and  place of  these  regular  meetings  shall be given in  writing  by the
General  Manager to each  Partner at least three (3) days  before such  meeting.
Special  meetings may be called by the General  Manager on such notice as it may
determine.



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         8.       BOOKS AND RECORDS.
                  Adequate accounting records of all Partnership  business shall
be kept and these  shall be open to  inspection  by any of the  Partners  at all
reasonable  times.  The  Partnership  shall maintain its accounting  records and
shall report for income tax purposes on the accrual basis of accounting.  At the
end of each year,  the  General  Manager or its agent  shall  furnish a complete
accounting  of the  Partnership's  affairs to each  Partner,  together with such
appropriate  information  as may be required by each  Partner for the purpose of
preparing its income tax return for that year.

         9.       MANAGEMENT.
                  Each Partner  shall have an equal voice in the  management  of
the  Partnership's  business.  No Partner  shall  receive any  compensation  for
services rendered to the Partnership,  unless otherwise agreed in writing by all
the Partners.

         10.      ADDITIONAL PARTNERS.
                  Additional  persons may be admitted as Partners  only with the
unanimous consent of all Partners.

         11.      ANNUAL ACCOUNT AND VALUATION.
                  As soon as practicable after the end of each year, the General
Manager  shall  prepare  a  general  account  and  valuation,   considering  the
Partnership's  stock in trade,  credits,  property,  effects,  debts, assets and
liabilities,  and all transactions and matters usually comprehended in a general
account.  Such account and valuation shall be reviewed,  agreed to and signed by
all the  Partners,  and,  when so signed,  shall be binding on all the Partners,
except that, if any manifest error be detected and pointed out by any



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Partner to the others within thirty (30) days after such  signature,  such error
shall be promptly corrected.

                  Immediately  after the signing of such account and  valuation,
the Partners  shall vote on the withdrawal of all or any part of the net profits
of the business for the previous year.

         12.      WITHDRAWAL.
                  A  Partner  may  withdraw  from the  Partnership  upon  giving
written  notice to all other  Partners  in  accordance  with the  provisions  of
Section 20. Such  withdrawal  shall be effective  one hundred  twenty (120) days
from the date of  notice.  For a period  of  sixty  (60)  days  from the date of
notice, the other Partner shall have the option, on behalf of the Partnership or
on their own proportionate behalves, to purchase the Partnership interest of the
withdrawing  Partner.  The  exercise of such  option must be in writing.  If the
option is properly  exercised  closing shall take place one hundred twenty (120)
days  from the date of notice  to  withdraw  ("Closing  Date").  Payment  of the
Purchase  Price  (as  defined  in  Section  13)  shall be in cash.  If the other
Partners do not  exercise  such option to  purchase,  the  Partnership  shall be
terminated and dissolved in accordance with the provisions of Section 16.

         13.      PURCHASE PRICE.
                  (a)  The  purchase  price  of  a  Partner's  interest  in  the
Partnership  under Section 11 shall be equal to that Partner's  pro-rata  share,
based on its then-current  capital account balance) of the last valuation signed
and agreed to as provided in Section 11 ("Purchase Price"); said valuation shall
be final and binding on all Partners.




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                  (b) It is the  Partners'  intention  that all amounts  payable
under this Section to a withdrawing Partner shall be considered payments made in
liquidation of the interest of the  withdrawing  Partner in accordance  with ss.
736(b) of the Internal  Revenue Code and not payment of income under ss.  736(a)
of the Internal Revenue Code, as may be amended from time-to-time.

         14.      ALTERNATE PAYMENT OF PURCHASE PRICE UPON WITHDRAWAL.
                  The Purchase Price due from the Partnership or each purchasing
Partner, as the case may be ("Purchaser"),  at the election of the Purchaser and
in lieu of payment in full at the time of purchase of the withdrawing  Partner's
interest, may be paid to said withdrawing Partner as follows:

                  (a) Twenty percent (20%) in cash on the Closing Date;and,

                  (b) the balance by the  execution and delivery of a promissory
note dated as of the Closing Date, in the principal amount of the unpaid portion
of the Purchase Price, payable with interest at ten and one half percent (10.5%)
per annum,  in equal monthly  installments  over five (5) years from the Closing
Date.  Such note shall  provide  for the  privilege  of  prepayment  at any time
without  penalty,  and shall  recite that any  remaining  installments  shall be
accelerated  and due at the option of the holder if all or part of the principal
or  interest  due on such note  remains  unpaid for  fifteen  (15) days after it
becomes due.



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         15.      CONTINUATION.
                  If  the  Partnership  interest  of a  withdrawing  Partner  is
purchased in accordance with an option to purchase  granted under the provisions
of Section 12, the Partnership shall not terminate but shall continue,  after an
appropriate  adjustment  is  made  in the  capital  accounts  of  the  remaining
Partners, in accordance with the provisions of this Agreement.

         16.      DISSOLUTION.
                  The  Partnership may be dissolved and terminated upon the vote
or agreement  of Partners who own a majority of the amount of the  Partnership's
capital  accounts.  The  Partnership  shall be dissolved and terminated upon the
failure of the Partnership  and the remaining  Partners to exercise an option to
purchase granted under the provisions of Section 12. Upon such dissolution,  the
Partners shall promptly wind up the  Partnership's  affairs and by  distributing
all  remaining  assets in cash or in kind, or partly in cash and partly in kind,
to the Partners,  in the ratio of their respective  capital accounts on the date
of dissolution.

         17.      RESTRICTIONS ON PARTNERS.
                  No Partner, without the consent of all other Partners, shall:
                  (a) Sell,  assign,  mortgage,  grant a security  interest,  or
pledge its  interest in the  Partnership,  except in  connection  with the Fiber
Construction Agreements;

                  (b) Borrow or lend money on behalf of the Partnership,  except
as set forth in the Fiber Construction Agreements;




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                  (c) Assign, transfer, pledge, compromise, or release any claim
of the  Partnership  except for full payment;  or  arbitrate,  or consent to the
arbitration of any of its disputes or controversies;

                  (d) Use the  Partnership's  name,  credit, or property for any
purpose other than a proper Partnership purpose;

                  (e) Do any act  detrimental  to the  Partnership  business  or
which would make it impossible to carry on that business.

         18.      INDEMNITY.
                  The  Partnership  shall  indemnify  and hold  all  withdrawing
Partners harmless from all of the Partnership's obligations and debts where such
withdrawing  Partner  may be jointly or  severally  liable  thereon,  accrued or
incurred during the term of the Partnership.

         19.      BANKING.
                  All funds of the  Partnership  are to be deposited in its name
and in such checking account or accounts as shall be designated by a majority of
the Partners or by the General Manager,  if such authority shall be delegated to
it.

         20.      NOTICES.
                  All notices  required or permitted to be given under the terms
of this Agreement shall be made in writing personally delivered to the addressee
or sent by certified  mail,  postage  prepaid,  to the  addressee at the address
first listed above, or to such other address as a party,  from time to time, may
furnish in writing.





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         21.      AMENDMENTS.
                  This Agreement may be amended only upon the written consent of
all Partners.

         22.      SPECIAL PROVISIONS.
                  (a) The  Partnership  shall  not  engage  in any  dissolution,
liquidation,   merger,  consolidation  or  sale,  transfer,  assignment,  lease,
conveyance or other disposal of all or substantially  all of its property in any
one transaction or series of transactions as long as any indebtedness  under the
Fiber  Construction  Facility  remains  outstanding,  other  than  (a) any  such
transaction  with or  into  GCI,  Inc.,  or any of its  Restricted  Subsidiaries
otherwise  effected  in  accordance  with the terms of that  Indenture  of 1997,
between GCI, Inc., and the Bank of New York, as trustee  ("Indenture"),  (b) any
such transaction with or into another  Unrestricted  Subsidiary and (c) any such
transaction  which,  assuming  for  purposes  of this  clause (c) only that such
Unrestricted  Subsidiary  were a  Restricted  Subsidiary,  would comply with the
covenant  entitled  "Limitation  on Asset  Sales"  in the  Indenture;  provided,
however,  that any Net  Available  Cash  derived  therefrom  may also be used to
prepay, repay or purchase indebtedness under such Fiber Construction Facility.

                  As  used  herein,  "Restricted  Subsidiaries"  means  (i)  any
Subsidiary of GCI,  Inc.,  on or after the issue date for the  Indenture  notes,
unless such Subsidiary shall have been designated an Unrestricted  Subsidiary as
permitted or required  pursuant to the definition of  "Unrestricted  Subsidiary"
and (ii) an  Unrestricted  Subsidiary  which  is  redesignated  as a  Restricted
Subsidiary as permitted pursuant to the definition of "Unrestricted Subsidiary."




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                  "Subsidiary" of GCI, Inc., means any corporation, partnership,
joint venture,  association or other  business  entity,  whether now existing or
hereafter  organized  or  acquired,  of which at least a  majority  of the total
voting power of the voting stock is held by GCI, Inc.

                  "Unrestricted  Subsidiary"  means (a) GCI Transport Co., Inc.,
GCI Satellite  Co.,  Inc.,  GCI Fiber Co.,  Inc.,  Fiber Hold Co., Inc., and the
Partnership and (b) any Subsidiary of an Unrestricted Subsidiary.

                  "Net  Available  Cash" from an Asset Sale means cash  payments
received  therefrom  (including  any cash  payments  received by way of deferred
payment of principal pursuant to a note or installment  receivable or otherwise,
but only as and when received, but excluding any other consideration received in
the  form of  assumption  by the  acquiring  person  of  indebtedness  or  other
obligations  relating to such properties or assets or received in any other fees
and expenses incurred,  and all federal,  state,  provincial,  foreign and local
taxes required to be accrued as a liability under GAAP, as a consequence of such
Asset Sale,  and in each case net of all payments made on any  indebtedness  (a)
which is secured by any assets  subject to such Asset Sale, in  accordance  with
the terms of any lien upon or other security  agreement of any kind with respect
to such  assets,  or (b) which  must (1) by its  terms,  or in order to obtain a
necessary  consent to such Asset Sale  (except,  in the case of this clause (b),
indebtedness that is pari passu with or subordinated to the Indenture notes), or
(2) by applicable  law be repaid out of the proceeds  from such Asset Sale,  and
net of all  distributions  and other  payments  required  to be made to minority
interest  holders in  Subsidiaries  or joint  ventures as a result of such Asset
Sale.




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                  "Asset Sale" means any transfer,  conveyance,  sale,  lease or
other disposition (including,  without limitation,  dispositions pursuant to any
consolidation or merger or a sale and leaseback  transaction) by the Partnership
in any single  transaction  or series of  transactions  of (a) shares of capital
stock or other ownership interests in another person (including capital stock of
Unrestricted  Subsidiaries);  or (b)  any  other  property  of the  Partnership;
provided, however, that the term "Asset Sale" shall not include: (i) the sale or
transfer of temporary cash investments,  inventory, accounts receivable or other
property  (including,   without  limitation,   the  lease  of  excess  satellite
transponder  capacity  and the lease of excess  fiber  capacity) in the ordinary
course of business;  (ii) the liquidation of property  received in settlement of
debts  owing  to the  Partnership  as a result  of  foreclosure,  perfection  or
enforcement  of any lien or debt,  which debts were owing to the  Partnership in
the ordinary  course of business;  (iii) the sale or transfer of any property by
the Partnership or to any of the Restricted Subsidiaries;  (iv) a disposition in
the form of a restricted  payment  permitted to be made  pursuant to  "--Certain
Covenants--Limitation  on  Restricted  Payments"  in  the  Indenture;  or  (v) a
disposition  (taken together with any other dispositions in a single transaction
or series of related  transactions) with a fair market value and a sale price of
less than $5 million.

                  (b)  The  Partnership  shall  have  not be less  than  one (1)
outside  director on the board of directors of one (1) of its corporate  general
partners.



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         IN WITNESS WHEREOF, the Partners have signed this Partnership Agreement
effective as of the date first above written.


GCI FIBER CO., INC.                                  FIBER HOLD CO., INC.


By: /s/                                     By: /s/
Name: John M. Lowber                        Name: John M. Lowber
Its: Secretary/Treasurer                    Its: Secretary/Treasurer

STATE OF ALASKA            )
                           )ss
THIRD JUDICIAL DISTRICT    )

         The foregoing  instrument was acknowledged before me this 7-30, 1997 by
John M.  Lowber,  the  Secretary/Treasurer  of GCI Fiber  Co.,  Inc.,  an Alaska
corporation, on behalf of the corporation.



                                          /s/
                                         Notary Public for the State of Alaska
                                         My Commission Expires: January 17, 2001




STATE OF ALASKA            )
                           )ss
THIRD JUDICIAL DISTRICT    )

         The foregoing  instrument was acknowledged before me this 7-30, 1997 by
John M.  Lowber,  the  Secretary/Treasurer  of Fiber Hold Co.,  Inc.,  an Alaska
corporation, on behalf of the corporation.



                                         /s/
                                         Notary Public for the State of Alaska
                                         My Commission Expires: January 17, 2001




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