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EXHIBIT 4.1

                    1997 Amendment No. 1 to Voting Agreement

         This  amendment  ("Amendment")  dated as of  December  5,  1997 to that
certain  Voting  Agreement  ("Voting  Agreement")  entered into  effective as of
October  31,  1996 by and among  Prime II  Management,  L.P.  ("Prime"),  as the
designated  agent  for the  parties  named  on  Annex 1  attached  thereto,  MCI
Telecommunications  Corporation,  Ronald A. Duncan, Robert M. Walp, and TCI GCI,
Inc.  Terms  used  herein and not  otherwise  defined  shall  have the  meanings
ascribed to them in the Voting Agreement.

Background:  The Prime Sellers  became  stockholders  of GCI on October 31, 1996
(the  "Acquisition  Date"),  and GCI had  agreed  to file and keep  effective  a
registration statement for a period of two years after the Acquisition Date with
respect to the Shares owned by the Prime  Sellers.  GCI has not  maintained  the
effectiveness of such registration statement, and in lieu of the registration of
such Shares by GCI at this time,  GCI and the parties  hereto who  currently are
Parties  (the  "Current  Parties") to the Voting  Agreement,  have agreed to the
withdrawal  of Prime and the Prime  Sellers as Parties to the Voting  Agreement,
all on the terms and conditions set forth herein.

         The Current  Parties have also agreed to the withdrawal of TCI GCI as a
Party to the Voting  Agreement in that it has sold all of the 590,043  shares of
common stock of the Company  which  constituted  the portion of the Shares which
TCI GCI held at the time of execution of the Voting Agreement.

         The Current Parties consist of the following:

                  (1)      MCI Telecommunications Corporation;
                  (2)      Ronald A. Duncan; and
                  (3)      Robert M. Walp

         In consideration  of the mutual  covenants and conditions  contained in
this Amendment, the Current Parties agree as follows:

         1.(a) Clause (1) of Section 1 of the Voting Agreement, which states the
number of Shares  held by Prime  (i.e.,  owned by the  Prime  Sellers)  that are
subject to the Voting  Agreement,  is hereby  deleted,  and the Shares  shown as
having been held by Prime and owned by the Prime  Sellers  are hereby  withdrawn
from the Voting  Agreement and Prime and each of the Prime Sellers  hereby cease
to be Parties to the Voting  Agreement.  Prime and Prime  Sellers no longer have
any rights or  obligations  under the Voting  Agreement,  except as  provided in
Paragraphs numbered 2 and 4 below.

         1.(b) Clause (5) of Section 1 of the Voting Agreement, which states the
number of Shares  held by TCI GCI that are  subject to the Voting  Agreement  is
hereby  deleted,  and the Shares shown as having been held by TCI GCI are hereby
withdrawn from the Voting Agreement,  and TCI GCI hereby ceases to be a Party to
the Voting Agreement.
TCI GCI no longer has any rights or obligations under the Voting Agreement.

         2.(a) Clause (C) of Section  2(a)(1) of the Voting  Agreement is hereby
deleted in its entirety and left intentionally blank.

         2.(b) Clause (D) of Section  2(a)(1) of the Voting  Agreement is hereby
amended  to read in its  entirety  as  follows:  "Prime  shall  be  entitled  to
recommend one Nominee for so long as that



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certain Management  Agreement ("Prime Management  Agreement")  between Prime and
GCI dated October 31, 1996 is in full force and effect, and not thereafter."

         2.(c) Section 2(a)(2) of the Voting  Agreement is hereby deleted in its
entirety and left intentionally blank.

         3.  Section  2(b) of the Voting  Agreement  is hereby  amended so as to
provide that for Nominees  allocated to Prime there would be only one Nominee in
Class III,  instead of one in Class II and one in Class III. Section 2(b) of the
Voting  Agreement is hereby further  amended by deleting the last phrase of that
section of the Voting  Agreement  providing for an allocation of Nominees to TCI
GCI.

         4.(a)  Section  5(b) of the  Voting  Agreement  is  hereby  amended  by
deleting the subitem (4) relating to shares held by TCI GCI.

         4.(b) Section 5(d) of the Voting Agreement is hereby amended to read in
its entirety as follows:  "Each Party shall vote for Prime's Nominee pursuant to
Section  2(a)(1)  above,  for so long as the Prime  Management  Agreement  is in
effect and  notwithstanding  the fact that such Party ceases to be a Party under
the Voting Agreement.

         5. The  proviso  in the  second  sentence  of  Section 6 of the  Voting
Agreement is hereby deleted.

         6.  Section 8 of the Voting  Agreement  is hereby  amended by  deleting
reference to Prime and to TCI GCI as Parties to the Voting Agreement.





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                  EXECUTED to be effective as of the date first above mentioned.

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



                                            By: /s/ William P. Glasgow
                                            Its: President


                                            MCI TELECOMMUNICATIONS CORPORATION


                                            By:  /s/ John W. Gerdelman
                                            Its:



                                            /s/
                                            RONALD A. DUNCAN



                                            /s/
                                            ROBERT M. WALP



                                            GENERAL COMMUNICATION, INC.



                                            /s/ John M. Lowber
                                            ---------------------------
                                            By: John M. Lowber
                                            Its: Sr V.P. and CFO





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