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EXHIBIT 99.23

                                     BYLAWS

                                       OF

                             GCI SATELLITE CO., INC.




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                                TABLE OF CONTENTS


ARTICLE I         OFFICES                                                    1

ARTICLE II        SHAREHOLDERS' MEETINGS                                     1
         Section 1.  Annual Meeting                                          1
         Section 2.  Special Meetings                                        1
         Section 3.  Place of Meeting                                        2
         Section 4.  Notice of Meeting                                       2
         Section 5.  Closing of Transfer Books or Fixing of Record Date      2
         Section 6.  Voting Lists                                            3
         Section 7.  Quorum                                                  3
         Section 8.  Proxies                                                 3
         Section 9.  Voting of Shares.                                       3
         Section 10.  Voting of Shares by Certain Holders                    4
         Section 11.  Informal Action by Shareholders                        4

ARTICLE III       BOARD OF DIRECTORS                                         4
         Section 1.  General Powers                                          4
         Section 2.  Number, Tenure and Qualifications                       4
         Section 3.  Regular Meetings                                        5
         Section 4.  Special Meetings                                        5
         Section 5.  Quorum                                                  5
         Section 6.  Manner of Acting                                        5
         Section 7.  Attendance at Meetings                                  5
         Section 8.  Vacancies                                               6
         Section 9.  Compensation                                            6
         Section 10.  Presumption of Assent                                  6
         Section 11.  Removal of Directors                                   6
         Section 12.  Resignation                                            6
         Section 13.  Voting by Interested Directors                         7
         Section 14.  Action by Directors Without a Meeting                  7

ARTICLE IV        OFFICERS                                                   7
         Section 1.  Number                                                  7
         Section 2.  Election and Term of Office.                            7
         Section 3.  Removal                                                 7
         Section 4.  Vacancies                                               7
         Section 5.  President                                               8
         Section 6.  Vice Presidents                                         8
         Section 7.  The Secretary                                           8



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         Section 8.  The Treasurer                                           9
         Section 9.  Assistant Secretaries and Assistant Treasurers          9
         Section 10. Salaries                                                9

ARTICLE V         LIMITATION OF LIABILITY AND INDEMNIFICATION OF DIRECTORS,
                  OFFICERS AND AGENTS OF THE CORPORATION                     9
         Section 1.  Limitation of Liability                                 9
         Section 2.  Right of Indemnification                                10
         Section 3.  Rights Cumulative                                       10

ARTICLE VI        CONTRACTS, LOANS, CHECKS, DEPOSITS AND COMPENSATION        11
         Section 1.  Contracts                                               11
         Section 2.  Loans                                                   11
         Section 3.  Checks, Drafts, etc                                     11
         Section 4.  Deposits                                                11

ARTICLE VII       CERTIFICATES FOR SHARES AND THEIR TRANSFER                 11
         Section 1.  Certificates for Shares                                 11
         Section 2.  Transfer of Shares.                                     12

ARTICLE VIII  TAXABLE YEAR AND ACCOUNTING PERIOD                             12

ARTICLE IX  DIVIDENDS                                                        12

ARTICLE X  CORPORATE SEAL                                                    12

ARTICLE XI  WAIVER OF NOTICE                                                 13

ARTICLE XII  AMENDMENTS                                                      13

ARTICLE XIII  EXECUTIVE COMMITTEE                                            13
         Section 1.  Appointment                                             13
         Section 2.  Authority                                               13
         Section 3.  Tenure and Qualifications                               13
         Section 4.  Meetings                                                13
         Section 5.  Quorum                                                  14
         Section 6.  Action Without a Meeting                                14
         Section 7.  Vacancies                                               14
         Section 8.  Resignations and Removal                                14
         Section 9.  Procedure                                               14


ARTICLE XIV  CONDUCT OF MEETINGS                                             15




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                                    ARTICLE I
                                    OFFICES

         The  principal  office of GCI Satellite  Co., Inc. (the  "Corporation")
shall be located  in  Anchorage,  Alaska.  The  Corporation  may have such other
offices, either within or without the State of Alaska, as the Board of Directors
may  designate  or as the business of the  Corporation  may require from time to
time.

         The  registered  office  of the  Corporation  required  by  the  Alaska
Corporations  Code to be  maintained in the State of Alaska may be, but need not
be, identical with the principal office in the State of Alaska,  and the address
of the  registered  office  may be  changed  from  time to time by the  Board of
Directors.

                                   ARTICLE II
                             SHAREHOLDERS' MEETINGS

         Section 1. Annual Meeting. The annual meeting of the Shareholders shall
be held in the month of June of each year, for the purpose of electing Directors
and for the  transaction  of such other business as may come before the meeting.
If the election of  Directors  shall not be held on the day  designated  for the
annual meeting of the Shareholders,  or at any adjournment thereof, the Board of
Directors  shall  cause  the  election  to be held at a special  meeting  of the
Shareholders as soon thereafter as it conveniently may be held.

                  (a) Meetings of the Shareholders shall be presided over by the
President  or by any officer or  Director or person  selected at any time by the
President to act as  Chairman,  or if he is not present or available or makes no
selection,  then by the  Chairman  of the Board of  Directors.  If  neither  the
President nor the Chairman of the Board of Directors is present and no selection
has been made,  a Chairman  should be chosen by a majority  in  interest  of the
Shareholders  present in person or by proxy at the meeting and  entitled to vote
thereat.

                  (b) The Secretary of the meeting shall be the Secretary of the
Corporation or an Assistant  Secretary,  or if none of such officers is present,
any person appointed by the Chairman of the meeting.

         Section 2. Special  Meetings.  Special meetings of the Shareholders for
any purpose or purposes,  unless otherwise  prescribed by statute, may be called
by the  President  or by the  Board of  Directors,  and  shall be  called by the
President  at the request of the holders of not less than  one-tenth  of all the
outstanding shares of the corporation entitled to vote at the meeting.




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         Section 3. Place of Meeting.  The Board of Directors  may designate any
place,  either  within or without  the State of Alaska,  as the place of meeting
called by the Board of Directors.  A waiver of notice signed by all Shareholders
entitled to vote at a meeting may designate any place,  either within or without
the State of  Alaska,  as the  place  for the  holding  of such  meeting.  If no
designation is made, or if a special meeting be otherwise  called,  the place of
meeting shall be the principal office of the Corporation in the State of Alaska.

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

         Section 5. Closing of Transfer  Books or Fixing of Record Date. For the
purpose  of  determining  Shareholders  entitled  to notice of or to vote at any
meeting of Shareholders or any adjournment thereof, or Shareholders  entitled to
receive  payment  of a  dividend,  or  in  order  to  make  a  determination  of
Shareholders  for any  other  proper  purpose,  the  Board of  Directors  of the
Corporation  may  provide  that the stock  transfer  books shall be closed for a
stated  period but not to exceed,  in any case,  seventy (70) days. If the stock
transfer  books  shall be closed  for the  purpose of  determining  Shareholders
entitled to notice of or to vote at a meeting of Shareholders,  such books shall
be closed for at least twenty (20) days immediately preceding such meeting.

         Instead of closing the stock transfer books, the Board of Directors may
fix a date as the record date for any such  determination of Shareholders.  This
record date shall be not more than sixty (60) days,  and in case of a meeting of
Shareholders  not less than  twenty  (20)  days,  prior to the date on which the
particular  action requiring such  determination of Shareholders is to be taken.
If the stock  transfer  books are not closed and no record date is fixed for the
determination  of Shareholders  entitled to notice of or to vote at a meeting of
Shareholders,  or Shareholders  entitled to receive  payment of a dividend,  the
date on  which  notice  of the  meeting  is  mailed  or the  date on  which  the
resolution  of the Board of Directors  declaring  the dividend is adopted is, as
the case may be, the record date for the  determination of Shareholders.  When a
determination  of  Shareholders  entitled to vote at any meeting of Shareholders
has been made as provided in this section, such determination shall apply to any
adjournment  thereof  except where the  determination  has been made through the
closing  of the stock  transfer  books and the  stated  period  of  closing  has
expired.



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         Section 6. Voting Lists.  At least twenty (20) days before each meeting
of the  Shareholders,  the officer or agent having charge of the stock  transfer
books  for  shares  of  the  Corporation  shall  make  a  complete  list  of the
Shareholders entitled to vote at each meeting of Shareholders or any adjournment
thereof,  arranged in alphabetical  order, with the address of and the number of
shares held by each. The list shall be kept on file at the registered  office of
the  corporation  and is subject to inspection by a Shareholder  or the agent or
attorney  of a  Shareholder  at any time during the usual  business  hours for a
period of twenty (20) days before the  meeting.  Such list shall be produced and
kept  open at the time and place of the  meeting  and  shall be  subject  to the
inspection of any Shareholder during the whole time of the meeting.

         Section  7.  Quorum.  A  majority  of  the  outstanding  shares  of the
Corporation  entitled  to  vote,  represented  in  person  or  by  proxy,  shall
constitute a quorum at a meeting of  Shareholders.  If a quorum is present,  the
affirmative  vote of the  majority  of shares  represented  at the  meeting  and
entitled to vote on the subject matter is the act of the Shareholders unless the
vote of a  greater  number or voting by class is  required  by the  articles  of
incorporation, bylaws or the Alaska Corporations Code.

         The  Shareholders  present at a duly organized  meeting may continue to
transact business until  adjournment,  notwithstanding  the withdrawal of enough
Shareholders  to leave  less than a  quorum,  if any  action  taken  other  than
adjournment is approved by at least a majority of shares  required to constitute
a quorum.

         If less than a majority of the outstanding  shares are represented at a
meeting,  a majority of the shares so  represented  may adjourn the meeting from
time to time without further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified.

         Section 8. Proxies. At all meetings of Shareholders,  a Shareholder may
vote in person or by proxy executed in writing by the Shareholder or by his duly
authorized attorney in fact. Such proxy shall be filed with the Secretary of the
Corporation  before or at the time of the  meeting.  A proxy  continues  in full
force and effect until  revoked by the person  executing it,  however,  no proxy
shall be valid after eleven (11) months from the date of its  execution,  unless
such proxy qualifies as an irrevocable proxy as defined within AS 10.06.418(e).

         Section 9. Voting of Shares. An outstanding share, regardless of class,
is  entitled  to one vote on each  matter  submitted  to a vote at a meeting  of
Shareholders,   except  as  may  be  otherwise   provided  in  the  articles  of
incorporation.




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         Section 10.  Voting of Shares by Certain Holders.

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

         (b) Shares held by an administrator,  executor, guardian or conservator
may be voted by such person, either in person or by proxy, without a transfer of
such shares into his name. Shares standing in the name of a trustee may be voted
by the trustee,  either in person or by proxy,  but no trustee shall be entitled
to vote shares held by him without a transfer of such shares into his name.

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

         (d) A  Shareholder  whose shares are pledged  shall be entitled to vote
such shares until the shares have been transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote the shares so transferred.

         (e) Neither  treasury  shares,  nor shares of its own stock held by the
Corporation in a fiduciary capacity, nor shares held by another corporation if a
majority of the shares  entitled to vote for the  election of  directors  of the
other  corporation  is held by the  Corporation,  may be voted at a  meeting  or
counted in determining the total number of outstanding shares.

         Section 11. Informal Action by Shareholders.  Any action required to be
taken at a meeting of the  Shareholders,  or any other action which may be taken
at a meeting  of the  Shareholders,  may be taken  without a meeting  by written
consent, identical in content setting out the action taken, signed by all of the
Shareholders entitled to vote on the action.

                                   ARTICLE III
                               BOARD OF DIRECTORS

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

         Section 2. Number,  Tenure and Qualifications.  The number of Directors
of the Corporation shall be not less than one (1) nor more than nine (9); unless
the  Corporation,  now or at any  time  in the  future,  has  three  (3) or more
Shareholders in which case the  Corporation  shall have not fewer than three (3)
directors; or unless the Corporation has


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only two (2) Shareholders, in which case the Corporation shall have at least two
(2) directors.  Each Director shall hold office until the next annual meeting of
Shareholders  and until his  successor  shall have been  elected and  qualified.
Directors  need not be residents of the State of Alaska or  Shareholders  of the
Corporation. The initial number of Directors shall be four (4).

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

         Section 4.  Special Meetings.

         (a)  Special  meetings of the Board of  Directors  may be called by the
Chairman of the Board,  the President,  a Vice  President,  the Secretary,  or a
Director  or such  person  authorized  to call the  meeting may fix the time and
place for holding the meeting, either inside or outside the State of Alaska.

         (b) Notice of any special meeting shall be given at least ten (10) days
prior thereto by written notice delivered  personally or mailed to each Director
at his business  address,  or at least seventy-two (72) hours before the meeting
by  electronic  means,  personal  messenger,   or  comparable   person-to-person
communication.  If mailed by certified  mail,  such notice shall be deemed to be
delivered  when  deposited in the United  States mail properly  addressed,  with
postage  thereon  prepaid.  Any Director  may waive  notice of any meeting.  The
attendance  of a Director at a meeting  shall  constitute  a waiver of notice of
such meeting,  except where a Director attends a meeting for the express purpose
of  objecting  to the  transaction  of any  business  because the meeting is not
lawfully  called or  convened.  Neither the  business to be  transacted  nor the
purpose of, any  regular or special  meeting of the Board of  Directors  need be
specified in the notice or waiver of notice of such meeting.

         Section 5.  Quorum.  A majority of the  presently  qualified  Directors
shall  constitute a quorum for the transaction of business at any meeting of the
Board of Directors,  but if less than such  majority is present at a meeting,  a
majority of the  Directors  present  may  adjourn the meeting  from time to time
without  further  notice;  provided,  further,  that  where  there  are only two
Directors, both shall be necessary to constitute a quorum.

         Section 6. Manner of Acting.  The act of the majority of the  Directors
present at a meeting at which a quorum is present  shall be the act of the Board
of Directors.

         Section 7. Attendance at Meetings. The Board of Directors may conduct a
meeting of the Board by communicating simultaneously with each other by means of



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conference telephones or similar  communications  equipment and any action taken
at such  meeting  shall  not be  invalidated  by  reason  of the  fact  that the
respective  members of the Board were not assembled together in one place at the
time of taking such action or conducting such business.

         Section  8.  Vacancies.  Where a vacancy  created  by the  removal of a
Director is pursuant to AS 10.06.460 or 10.06.463,  such vacancies  occurring on
the Board may be filled only by a vote of the  Shareholders.  Any other  vacancy
occurring in the Board of Directors may be filled by the  affirmative  vote of a
majority of the  remaining  Directors  though less than a quorum of the Board of
Directors.  A  Director  elected  to fill a  vacancy  shall be  elected  for the
unexpired term of his  predecessor in office.  Any  directorship to be filled by
reason of an  increase in the number of  Directors  may be filled by election by
the Board of  Directors  for a term of  office  continuing  only  until the next
election of Directors  by the  Shareholders.  In no case may a vacancy  continue
longer than six (6) months or until the next annual  meeting,  whichever  occurs
first.

         Section 9. Compensation.  By resolution of the Board of Directors, each
Director may be paid his or her expenses,  if any, of attendance at each meeting
of the Board of  Directors,  and may be paid a stated  salary as  Director  or a
fixed sum for  attendance  at each meeting of the Board of Directors or both. No
such payment  shall  preclude any Director from serving the  Corporation  in any
other capacity and receiving compensation therefor.

         Section 10. Presumption of Assent. A Director of the Corporation who is
present at a meeting of the Board of Directors at which action on any  corporate
matter is taken shall be presumed to have  assented to the action  taken  unless
his/her  dissent shall be entered in the minutes of the meeting or unless he/she
shall  file a written  dissent  to such  action  with the  person  acting as the
secretary of the meeting  before the  adjournment  thereof or shall forward such
dissent by registered mail to the Secretary of the Corporation immediately after
the  adjournment  of the  meeting.  Such right to  dissent  shall not apply to a
Director who voted in favor of such action.

         Section 11.  Removal of Directors.  Any Director may be removed with or
without cause, at any time, by a vote of the Shareholders  holding a majority of
the shares then issued and  outstanding,  at any special meeting called for that
purpose, or at the annual meeting.  Except as otherwise prescribed by statute, a
Director may be removed for cause by a vote of the majority of the entire board.
Prior to vote by the Board on the question of removal of any Director for cause,
such Director must be given written notice of the reasons for such action.

         Section 12.  Resignation.  A Director may resign  effective upon giving
written notice to the Chairman of the Board,  the President,  the Secretary,  or
the Board of Directors of the  Corporation,  unless the notice specifies a later
time for the effectiveness of the


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resignation.  If the  resignation is effective at a future time, a successor may
be elected to take office when the resignation becomes effective.

         Section 13. Voting by Interested  Directors.  No Director may vote upon
any matter in which he has an adverse or personal interest, unless such interest
has been fully  disclosed to the Board of Directors  and the Board of Directors,
by majority  of vote  without  the  interested  Director  voting,  permits  such
interested Director to vote.

         Section 14. Action by Directors  Without a Meeting.  Action required or
permitted to be taken by the Board or a committee designated by the Board may be
taken without a meeting on written consents,  identical in consent,  setting out
the action  taken and signed by all the  members of the Board or the  committee.
The written consents shall be filed with the minutes. The consents have the same
effect as an unanimous vote.

                                   ARTICLE IV
                                    OFFICERS

         Section  1.  Number.  The  officers  of  the  Corporation  shall  be  a
President,  one or more Vice  Presidents (the number thereof to be determined by
the Board of  Directors),  a Secretary,  and a Treasurer,  each of whom shall be
elected by the Board of Directors. Such other officers and assistant officers as
may be deemed  necessary  may be elected or appointed by the Board of Directors.
Any two (2) or more offices may be held by the same  person,  except the offices
of President and Secretary.

         Section 2. Election and Term of Office. The officers of the Corporation
to be elected by the Board of Directors  shall be elected  annually by the Board
of  Directors  at the first  meeting of the Board of  Directors  held after each
annual  meeting of the  Shareholders.  If the election of officers  shall not be
held at such  meeting,  such  election  shall  be  held  as soon  thereafter  as
convenient.  Each officer shall hold office until his successor  shall have been
duly  elected and shall have  qualified,  or until his death,  or until he shall
resign or shall have been removed in the manner hereinafter provided.

         Section 3. Removal. Any officer or agent may be removed by the Board of
Directors whenever in its judgment the best interests of the Corporation will be
served  thereby,  but such  removal  shall be without  prejudice to the contract
rights, if any, of the person so removed.  Election or appointment of an officer
or agent shall not of itself create contract rights.

         Section  4.  Vacancies.  A  vacancy  in any  office  because  of death,
resignation,  removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.




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         Section 5. President.  The President  shall be the principal  executive
officer  of the  Corporation  and,  subject  to the  control  of  the  Board  of
Directors,  shall in general  supervise  and  control  all of the  business  and
affairs of the Corporation.  He shall, when present,  preside at all meetings of
the Shareholders and of the Board of Directors.  He may sign, with the Secretary
or any  other  proper  officer  of the  Corporation  authorized  by the Board of
Directors,  certificates  for shares of the Corporation,  any deeds,  mortgages,
bonds,  contracts,  or  other  instruments  which  the  Board of  Directors  has
authorized  to be  executed,  except in cases where the  signing  and  execution
thereof  shall be  expressly  delegated by the Board of  Directors,  or by these
Bylaws to some other officer or agent of the  Corporation,  or shall be required
by law to be otherwise  signed or  executed;  and in general  shall  perform all
duties  incident  to the office of  President  and such  other  duties as may be
prescribed by the Board of Directors from time to time.

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

         Section 7.  The Secretary.  The Secretary shall:

         (a) keep the minutes of the proceedings of the  Shareholders and of the
Board of Directors in one or more books provided for that purpose;

         (b) see  that  all  notices  are  duly  given  in  accordance  with the
provisions of these Bylaws or as required by law;

         (c) be  custodian  of the  corporate  records  and of the  seal  of the
Corporation and see that the seal of the Corporation is affixed to all documents
the  execution  of which on  behalf  of the  Corporation  under its seal is duly
authorized;

         (d) keep a register  of the post  office  address  of each  Shareholder
which shall be furnished to the Secretary by such Shareholder;

         (e) sign with the  President,  or a Vice  President,  certificates  for
shares of the  Corporation,  the issuance of which shall have been authorized by
resolution of the Board of Directors;

         (f) have general charge of the stock transfer books of the Corporation;
and



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         (g) in  general  perform  all  duties  incident  to the  office  of the
Secretary  and such other  duties as from time to time may be assigned to him by
the President or by the Board of Directors.

         Section 8.  The Treasurer.  The Treasurer shall:

         (a) have  charge and  custody of and be  responsible  for all funds and
securities of the Corporation;

         (b)  receive  and give  receipts  for  moneys  due and  payable  to the
Corporation from any source whatsoever,  and deposit all such moneys in the name
of the Corporation in such banks, trust companies or other depositories as shall
be selected; and

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

         Section  9.  Assistant  Secretaries  and  Assistant   Treasurers.   The
Assistant Secretaries,  when authorized by the Board of Directors, may sign with
the President or a Vice President certificates for shares of the Corporation the
issuance of which shall have been  authorized  by a  resolution  of the Board of
Directors.  The  Assistant  Treasurers  shall,  if  required  by  the  Board  of
Directors,  give bonds for the  faithful  discharge of their duties in such sums
and with such sureties as the Board of Directors shall determine.  The Assistant
Secretaries and Assistant Treasurers,  in general,  shall perform such duties as
shall be assigned to them by the Secretary or the Treasurer, respectively, or by
the President of the Board of Directors.

         Section 10. Salaries.  The salaries of the officers shall be fixed from
time to time by the Board of Directors  and no officer  shall be prevented  from
receiving  such  salary by reason of the fact that he is also a Director  of the
Corporation.

                                    ARTICLE V
     LIMITATION OF LIABILITY AND INDEMNIFICATION OF DIRECTORS, OFFICERS AND
                           AGENTS OF THE CORPORATION

         Section 1.  Limitation of  Liability.  No person shall be liable to the
Corporation for any loss or damage suffered by it on account of any action taken
or omitted to be taken in good faith,  as a Director,  member of a Committee  or
Officer of the Corporation,  if such person exercised or used the same degree of
care and skill,  including  reasonable  inquiry,  as a prudent person would have
exercised or used under the circumstances in the conduct



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<PAGE>
of his/her own affairs.  Without  limitation on the  foregoing,  any such person
shall be deemed to have  exercised or used such degree of care and skill if such
action  were taken or omitted in  reliance  in good faith upon advice of counsel
for  the  Corporation,  or  the  books  of  account  or  other  records  of  the
Corporation,  or reports or information  made or furnished to the Corporation by
any officials,  accountants,  engineers, agents or employees of the Corporation,
or  by  an  independent  Certified  Public  Accountant  or  auditor,   engineer,
appraiser,  or other  expert  employed  by the  Corporation  and  selected  with
reasonable  care by the  Board  of  Directors,  by any such  committee  or by an
authorized officer of the Corporation.

         Section  2.  Right  of  Indemnification.  Each  Director,  member  of a
Committee,  Officer,  Agent and  Employee  of the  Corporation,  and each former
director, member of a committee, officer, agent and employee of the Corporation,
and any person who may have served at its request as a director,  officer, agent
or employee of another Corporation in which it is a creditor,  and his heirs and
personal representative shall be indemnified by the Corporation against all loss
or damage suffered and all costs and expenses imposed upon or incurred by him in
connection with or arising out of any action, suit or proceedings (whether civil
or criminal in nature) in which he may be  involved,  to which he may be a party
by reason  of being or having  been (or his  personal  representative  or estate
having been) such director,  member of a committee,  officer, agent or employee,
except in relation  to matters as to which he shall be adjudged in such  action,
suit or proceeding to be liable for  negligence or misconduct in  performance of
his duty;  provided,  however,  that the Corporation  shall be given  reasonable
notice of the institution of such action, suit or proceedings;  and in the event
the same shall be settled in whole or in part,  the  Corporation  or its counsel
shall consent to such  settlement if it be determined by its counsel or found by
a majority  of the Board of  Directors  then in office and not  involved in such
controversy, that such settlement is to the best interest of the Corporation and
that the person to be indemnified  was not guilty of negligence or misconduct in
performance of duty.

                  Indemnification (unless ordered by the court) shall be made by
the  Corporation  only as authorized  in the specific case upon a  determination
that  indemnification  is  proper in the  circumstances  because  the  director,
officer,  employee  or  committee  member  has met the  applicable  standard  of
conduct.  This determination  shall be made (a) by the Board of Directors,  by a
majority  vote of a quorum  consisting  of directors who were not parties to the
action or proceeding;  or (b) by independent legal counsel in a written opinion,
either  (i)  if  such a  quorum  is not  obtainable,  or  (ii)  if a  quorum  of
disinterested  directors so requests such a written opinion;  or (c) by approval
of the outstanding shares.

         Section 3. Rights  Cumulative.  The  provisions of this Article V shall
not be deemed  exclusive or in limitation  of, but shall be cumulative of and in
addition to any other limitations of liability, indemnities, and rights to which
such  Director,  member of a  Committee,  Officer,  Agent or other person may be
entitled under Alaska Statute, these



                                      -10-
<PAGE>
Bylaws or pursuant to any  agreement or  resolution of the Board of Directors or
of the Shareholders, or otherwise.

                                   ARTICLE VI
               CONTRACTS, LOANS, CHECKS, DEPOSITS AND COMPENSATION

         Section 1. Contracts.  The Board of Directors may authorize any officer
or officers,  agent or agents, to enter into any contract or execute and deliver
any  instrument  in the  name of and on  behalf  of the  Corporation,  and  such
authority may be general or confined to specific instances.

         Section  2.  Loans.  No loans  shall be  contracted  on  behalf  of the
Corporation and no evidences of indebtedness  shall be issued in its name unless
authorized  by a resolution  of the Board of  Directors.  Such  authority may be
general or confined to specific instances.

         Section 3. Checks,  Drafts, etc. All checks, drafts or other orders for
the payment of money,  notes or other  evidences of  indebtedness  issued in the
name of the corporation,  shall be signed by such officer or officers,  agent or
agents  of the  Corporation  and in such  manner  as shall  from time to time be
determined by resolution of the Board of Directors.

         Section  4.  Deposits.  All  funds  of the  Corporation  not  otherwise
employed shall be deposited  from time to time to the credit of the  Corporation
in such banks,  trust companies or other  depositories as the Board of Directors
may select.

                                   ARTICLE VII
                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

         Section 1. Certificates for Shares. Certificates representing shares of
the  Corporation  shall be in such form as shall be  determined  by the Board of
Directors.  Such  certificates  shall  be  signed  by  the  President  or a Vice
President  and by the  Secretary or an Assistant  Secretary  and sealed with the
corporate  seal or a facsimile  thereof.  The signatures of such officers upon a
certificate may be facsimiles if the certificate is  countersigned by a transfer
agent or registered by a registrar other than the  Corporation  itself or one of
its employees.  All certificates  for shares shall be consecutively  numbered or
otherwise  identified.  The name and address of the person or entity to whom the
shares  represented  thereby are  issued,  with the number of shares and date of
issue,  shall be entered on the stock  transfer  books of the  Corporation.  All
certificates  surrendered to the  Corporation for transfer shall be canceled and
no new  certificate  shall be issued  until the  former  certificate  for a like
number of shares shall have been  surrendered and canceled;  except that in case
of a lost,  destroyed or mutilated  certificate a new one may be issued therefor
upon such terms and indemnity to the  Corporation  as the Board of Directors may
prescribe.




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<PAGE>
         All  shares  issued by the  Corporation  shall  contain a legend on the
certificates stating substantially the following:

                           The shares  represented by this  certificate have not
                           been registered under any federal or state securities
                           law. They have been acquired for  investment  and may
                           not be transferred without an effective  registration
                           statement  pursuant  to such  laws or an  opinion  of
                           counsel   satisfactory   to  the   corporation   that
                           registration is not required.

         Section  2.  Transfer  of  Shares.   Transfer  of  any  shares  of  the
Corporation  shall be done in  compliance  with all  federal,  state  and  local
securities laws, and any transfer of in violation  thereof is void.  Transfer of
shares of the Corporation  shall be made only on the stock transfer books of the
Corporation by the holder of record thereof or by its legal representative,  who
shall furnish proper  evidence of authority to transfer filed with the Secretary
of the  Corporation,  and on surrender for  cancellation  of the certificate for
such shares. The entity or person in whose name shares stand on the books of the
Corporation  shall be deemed by the  Corporation to be the owner thereof for all
purposes.

                                  ARTICLE VIII
                       TAXABLE YEAR AND ACCOUNTING PERIOD

         The taxable year and accounting  period of the Corporation  shall begin
on January 1 and end on December 31,  unless  changed by resolution of the Board
of Directors.

                                   ARTICLE IX
                                   DIVIDENDS

         The  Board  of  Directors  may  from  time  to  time  declare,  and the
Corporation may pay, dividends on its outstanding shares in cash,  property,  or
its own shares,  except when the Corporation is insolvent,  or when the dividend
would  render the  Corporation  insolvent,  or when the  dividend is contrary to
restrictions contained in the Articles of Incorporation.


                                    ARTICLE X
                                 CORPORATE SEAL

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




                                      -12-
<PAGE>
                                   ARTICLE XI
                                WAIVER OF NOTICE

         Whenever  any  notice is  required  to be given to any  Shareholder  or
Director of the  Corporation  under the  provisions of these Bylaws or under the
provisions  of the  Articles of  Incorporation  or under the  provisions  of the
Alaska  Corporation  Code, a waiver thereof in writing,  signed by the person or
persons  entitled  to such  notice,  whether  before  or after  the time  stated
therein, shall be deemed equivalent to the giving of such notice.

                                   ARTICLE XII
                                   AMENDMENTS

         Except as may be provided in the Articles, these Bylaws may be altered,
amended or repealed  and new Bylaws may be adopted by the Board of  Directors at
any regular or special meeting of the Board of Directors.

                                  ARTICLE XIII
                              EXECUTIVE COMMITTEE

         Section 1. Appointment.  The Board of Directors,  by resolution adopted
by a majority of the full board, may designate two (2) or more of its members to
constitute an Executive  Committee.  The  designation  of such committee and the
delegation  thereto of  authority  shall not  operate  to  relieve  the Board of
Directors, or any member thereof, of any responsibility imposed by law.

         Section  2.  Authority.  Except  as  limited  by  the  Articles  or  AS
10.06.468,  the  Executive  Committee,  when the  Board of  Directors  is not in
session,  shall  have and may  exercise  all of the  authority  of the  Board of
Directors except to the extent,  if any, that such authority shall be limited by
the resolution appointing the Executive Committee.

         Section 3.  Tenure and  Qualifications.  Each  member of the  Executive
Committee  shall hold office until the next regular  annual meeting of the Board
of Directors  following his designation and until his successor is designated as
a member of the Executive Committee and is elected and qualified.

         Section 4. Meetings. Regular meetings of the Executive Committee may be
held without notice at such times and places as the Executive  Committee may fix
from time to time by resolution. Special meetings of the Executive Committee may
be  called by any  member  thereof  upon not less  than  five (5) days'  notice,
stating the place, date and hour of the meeting,  which notice may be written or
oral,  and if mailed by certified  mail,  shall be deemed to be  delivered  when
deposited in the United  States mail  addressed  to the member of the  Executive
Committee at his business address,  postage prepaid. Any member of the Executive
Committee may waive notice of any meeting, and no notice of


                                      -13-
<PAGE>
any  meeting  need be given to any member  thereof  who  attends in person.  The
notice of a  meeting  of the  Executive  Committee  need not state the  business
proposed to be transacted at the meeting.

         Section 5. Quorum. A majority of the members of the Executive Committee
shall  constitute  a quorum  for the  transaction  of  business  at any  meeting
thereof,  and  action  of the  Executive  Committee  must be  authorized  by the
affirmative  vote of a majority of the  members  present at a meeting at which a
quorum is present.

         Section 6.  Action  Without a Meeting.  Any action that may be taken by
the Executive Committee at a meeting may be taken without a meeting if a consent
in writing,  setting forth the action so to be taken,  shall be signed by all of
the members of the Executive Committee before such action be taken further.  The
Executive   Committee   can   validly   conduct  a  meeting   by   communicating
simultaneously  with each  other by means of  conference  telephones  or similar
communications equipment.

         Section 7.  Vacancies.  Any vacancy in the  Executive  Committee may be
filled by a resolution adopted by a majority of the full Board of Directors.

         Section  8.  Resignations  and  Removal.  Any  member of the  Executive
Committee  may be removed  at any time,  with or without  cause,  by  resolution
adopted  by a  majority  of the  full  Board of  Directors.  Any  member  of the
Executive  Committee  may resign  from the  Executive  Committee  at any time by
giving  written  notice to the  President or Secretary of the  Corporation  and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

         Section 9. Procedure.  The Executive  Committee shall elect a presiding
officer from its members and may fix its own rules of procedure  which shall not
be  inconsistent  with  these  Bylaws.  It shall  keep  regular  minutes  of its
proceedings and report the same to the Board of Directors for its information at
the meeting thereof held next after the proceedings shall have been taken.




                                      -14-
<PAGE>
                                   ARTICLE XIV
                              CONDUCT OF MEETINGS

         All  meetings  conducted  under  these  Bylaws  shall  be  governed  in
accordance with Roberts Rules of Order.

         We, the  undersigned,  hereby  certify  that the  foregoing  Bylaws for
governing the operation and  management of GCI Satellite  Co.,  Inc.,  were duly
adopted  by  the  Directors  by  unanimous  written  consent,  effective  as  of
July 29, 1997.




                                                     /s/
                                                     John M. Lowber, Secretary
APPROVED:


/s/
Ronald A. Duncan, President




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