<PAGE>
EXHIBIT 3.1

                       RESTATED ARTICLES OF INCORPORATION

                                       OF

                           GENERAL COMMUNICATION, INC.


                  The following are the Restated  Articles of  Incorporation  of
General  Communication,  Inc.,  adopted  by  the  Board  of  Directors  of  that
corporation  by a unanimous  vote at a meeting held on January 30, 1998, and are
executed  by that  corporation  through  its  president  and its  secretary  and
verified by its secretary.  These Restated  Articles of Incorporation  correctly
set forth,  without change,  all of the operative  provisions of the Articles of
Incorporation  as  amended  up to that  time,  and these  Restated  Articles  of
Incorporation   supersede  the  original   Articles  of  Incorporation  and  all
amendments to them.

                                    ARTICLE I

                  The name of the corporation is General Communication, Inc.
("Corporation").


                                   ARTICLE II

                  The duration of this Corporation shall be perpetual.


                                   ARTICLE III

                  The  Corporation  is organized for the purposes of transacting
any and all lawful business for which corporations may be incorporated under the
Alaska Corporations Code (AS 10.06).


                                   ARTICLE IV


                  (a) The total number of shares of stock which the  Corporation
shall have  authority to issue is one hundred eleven million shares divided into
the following classes:

                           (i) One  hundred  million  shares  of  Class A Common
                               Stock;




RESTATED ARTICLES OF INCORPORATION (1998)                              Page 1
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                           (ii) Ten million shares of Class B Common Stock; and

                           (iii) One million shares of Preferred Stock.

                  (b) Each share of Class A Common  Stock shall be  identical in
all respects with the Class B Common  Stock,  except that each holder of Class A
Common  Stock  shall be  entitled to one vote for each share of such stock held,
and each holder of Class B Common  Stock shall be entitled to ten votes for each
share of such stock held.

                  (c)  The  Board  of  Directors  is   authorized,   subject  to
limitations  prescribed  by law and to the  provisions  of this  Article  IV, to
provide  for the  issuance of  Preferred  Stock from time to time in one or more
series  with such  distinctive  serial  designations,  rights,  preferences  and
limitations  of the shares of each such series as the Board of  Directors  shall
establish.  The authority of the Board of Directors  with respect to each series
shall, to the extent allowed by law,  include the authority to establish and fix
the following:

                           (i) the number of shares  initially  constituting the
         series and the distinctive designation of that series;

                           (ii) The extent,  if any,  to which the series  shall
         have  voting  rights,  whether  none,  full,  fractional  or  otherwise
         limited,  subject,  however,  to the  limitation  that  at the  time of
         creation  of any  particular  series of  Preferred  Stock,  the  voting
         rights,  if any, of that particular series of Preferred Stock, plus the
         total voting  rights then  authorized  for all other  Preferred  Stock,
         shall not exceed five  percent of the  aggregate  voting  rights of all
         Class A Common Stock and Class B Common Stock issued and outstanding at
         that time;

                           (iii) Whether  entitled to receive  dividends  (which
         may be  cumulative  or  noncumulative)  at such rate or rates,  on such
         conditions,  and at such times and payable in preference to, or in such
         relation to, the dividends payable on any other class or classes or any
         other  series of the same or any other class or classes of stock of the
         Corporation;

                           (iv) The rights of the  shares of that  series in the
         event of voluntary or involuntary  liquidation,  dissolution or winding
         up of the Corporation, or upon any distribution of its assets;

                           (v)  Whether the shares  have  conversion  privileges
         and, if so, the terms and  conditions  of such  conversion  privileges,
         including provision,  if any, for adjustment of the conversion rate and
         for payment of



RESTATED ARTICLES OF INCORPORATION (1998)                              Page 2
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         additional  amounts by holders of  Preferred  Stock of that series upon
         exercise of such conversion privileges;

                           (vi)  Whether or not the shares of that series  shall
         be  redeemable,  and, if so, the price at and the terms and  conditions
         upon which such shares  shall be  redeemable,  and whether  that series
         shall have a sinking fund for the  redemption  or purchase of shares of
         that series, and, if so, the terms and amount of such sinking fund;

                           (vii)  That the  Corporation,  through  a  resolution
         adopted by its Board of Directors,  may agree that, upon the occurrence
         and  during  the  continuation  of an  event  of  noncompliance  by the
         Corporation  as  defined  in the  terms  of an  agreement  under  which
         Preferred   Stock  or  a  series  of  Preferred  Stock  is  issued  and
         outstanding,  the then holders of the issued and outstanding  shares of
         that stock will have the exclusive right to elect additional  directors
         to the Board of Directors,  and each director so elected will thereupon
         become an additional  director of the  Corporation,  and the authorized
         directors of the Corporation will thereupon be automatically  increased
         by the number of added directors;  provided that under no circumstances
         will the right granted  through this Article IV to so elect  additional
         directors extend beyond two additional directors at any one time;

                           (viii)  That the  Corporation,  through a  resolution
         adopted  by its Board of  Directors,  may  agree  with the  holders  of
         Preferred  Stock issued or to be issued and outstanding  that,  without
         the  consent  of the  holders of at least  two-thirds  of the number of
         shares of that Preferred  Stock,  the Corporation  will not: (A) effect
         any changes in the rights,  privileges or preferences of that Preferred
         Stock;  (B)  create,  designate  or issue any class or series of senior
         securities  (any  class or series of capital  stock of the  Corporation
         ranking senior to that Preferred Stock) or parity securities (any class
         or series of capital stock entitled to receive  payment of dividends on
         a parity with that  Preferred  Stock or entitled to receive assets upon
         liquidation,   dissolution   or  winding  up  of  the  affairs  of  the
         Corporation on a parity with that Preferred  Stock),  in respect of the
         right to receive dividends or in respect of the right to participate in
         any distribution  upon liquidation,  dissolution,  or winding up of the
         affairs  of the  Corporation;  or (C)  approve  any other  action  with
         respect to which, under applicable law, the vote of the holders of that
         Preferred  Stock as a separate  series or class is  required;  and such
         consents will either be given in writing or by vote at a meeting called
         for that purpose at which the holders of that Preferred Stock will vote
         as a series or class; and





RESTATED ARTICLES OF INCORPORATION (1998)                              Page 3
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                           (ix)   Such   other    preferences    and    relative
         participating,  optional or other special rights,  and  qualifications,
         limitations or restrictions thereof.


                  (d)  Notwithstanding  the  fixing  of  the  number  of  shares
constituting  a  particular  series  upon the  issuance  thereof,  the  Board of
Directors  may, at any time  thereafter,  authorize  the issuance of  additional
shares of the same series or may reduce the number of shares  constituting  such
series,  provided  that such number shall not be reduced to less than the number
of shares of such series then issued and outstanding.

                  (e) The Board of Directors is expressly authorized to vary the
provisions  relating to the  foregoing  matters  between  the various  series of
Preferred Stock, but in all other respects the shares of each series shall be of
equal rank with each other, regardless of series. All Preferred Stock of any one
series  shall be identical  in all  respects,  except as to the dates from which
dividends shall be cumulative, if such dividends are provided.

                  (f) Except as may be  determined  by the Board of Directors of
the Corporation pursuant to paragraph (c) of this Article IV with respect to the
Preferred Stock, and except as otherwise  expressly  required by the laws of the
state of Alaska, as then in effect,  the holders of the Class A Common Stock and
the  holders of the Class B Common  Stock  shall vote with the holders of voting
shares of the Preferred Stock, if any, as one class with respect to the election
of  directors  and  with  respect  to  all  other  matters  to  be  voted  on by
stockholders of the Corporation.

                  (g) Except as otherwise expressly required by law, any and all
rights,  titles,  interests  and claims in or to any  dividends  declared by the
Corporation  whether in cash,  stock or  otherwise,  which are  unclaimed by the
shareholder  entitled  thereto  for a period  of six  years  after  the close of
business  on the payment  date,  shall be and be deemed to be  extinguished  and
abandoned;  and such unclaimed  dividends in the possession of the  Corporation,
its transfer agents or other agents or  depositories,  shall at such time become
the absolute  property of the Corporation,  free and clear of any and all claims
of any person whatsoever.

                  (h) Each share of Class B Common  Stock shall be  convertible,
at the option of the holder thereof,  into one share of Class A Common Stock. To
exercise  the  conversion  option,  a holder of Class B shares must  deliver the
certificate or certificates  representing  the shares of Class B Common Stock to
be converted,  duly endorsed in blank, to the Secretary of the Corporation,  and
at the same time,  notify the Secretary in writing of such holder's desire to so
convert and instruct  the  Secretary as to the number of shares he or she wishes
converted.  Upon receipt by the  Secretary  of the  foregoing  certificates  and
instructions,  the  Corporation  shall  cause to be issued to the  holder of the




RESTATED ARTICLES OF INCORPORATION (1998)                              Page 4
<PAGE>
Class B Common Stock one share of Class A Common Stock for each share of Class B
Common Stock  requested to be converted,  issuing and  delivering to such holder
certificates  for shares of Class A Common Stock issued upon such conversion and
all shares of Class B Common Stock remaining unconverted, if any, represented by
such  certificates.  A number  of shares  of Class A Common  Stock  equal to the
number of shares of Class B Common Stock  outstanding  shall, from time to time,
be set aside and reserved for issuance upon  conversion of Class B Common Stock.
Class A Common Stock shall not be convertible into Class B Common Stock.

                  (i) At each election for directors, every shareholder entitled
to vote at such election will have the right to vote in person or by proxy,  the
number of shares  owned by that  shareholder  for as many  persons  as there are
directors to be elected and for whose election that  shareholder  has a right to
vote, and such a shareholder will not be allowed to cumulate that  shareholder's
votes.

                  (j)  The  Corporation  will  have  the  power  to  redeem  and
otherwise buy back a portion or all of any or all classes or series of shares of
its  stock as  allowed  by law,  including  AS  10.06.325,  and as the  Board of
Directors, in its sole discretion, will deem advisable.


                                    ARTICLE V


                  (a) The governing body of this Corporation shall be a Board of
Directors. The number of directors shall be determined in the manner provided in
the Bylaws of the Corporation;  provided,  however, that the number of directors
shall not be less than three nor more than twelve.

                  (b) Upon the  establishment  of the Board of  Directors of the
Corporation as having three or more members ("Class  Date"),  that board will be
divided  into three  classes:  Class I, Class II and Class III.  Each such class
will  consist,  as nearly as  possible,  of one-third of the whole number of the
Board of Directors.  Directors in office on the Class Date will be divided among
such classes and in such manner,  consistent with the provisions of this Article
V, as the Board of Directors  may determine by  resolution.  The initial Class I
directors  so  determined   shall  serve  until  the  next  annual   meeting  of
stockholders  of the  Corporation  following  such date.  The  initial  Class II
directors  so  determined  shall  serve  until  the  second  annual  meeting  of
stockholders  of the  Corporation  following  such date.  The initial  Class III
directors  so  determined   shall  serve  until  the  third  annual  meeting  of
stockholders  of the  Corporation  following such date. In the case of each such
class, such directors shall serve,  subject to their earlier death,  resignation
or removal in accordance with these Articles of Incorporation, the Bylaws of the
Corporation  and  the  laws of the  State  of  Alaska,  until  their  respective




RESTATED ARTICLES OF INCORPORATION (1998)                              Page 5
<PAGE>
successors  shall be  elected  and shall  qualify.  At each  annual  meeting  of
stockholders  after the date of such  filing,  the  directors  chosen to succeed
those whose terms shall have expired  shall be elected to hold office for a term
to expire at the third  succeeding  annual meeting of  stockholders  after their
election  and,  subject  to their  earlier  death,  resignation  or  removal  in
accordance with these Articles of  Incorporation,  the Bylaws of the Corporation
and the laws of the State of Alaska, until their respective  successors shall be
elected and shall qualify.  If the number of directors is changed,  any increase
or  decrease  shall be  apportioned  among such  classes so as to  maintain  all
classes as equal in number as possible,  and any additional  director elected to
any class shall hold office for a term which  shall  coincide  with the terms of
the  other  directors  in such  class.  Any  vacancy  occurring  on the Board of
Directors  caused by death,  resignation,  removal or  otherwise,  and any newly
created  directorship  resulting  from an increase in the number of directors on
that  Board,  may be filled  by the  directors  then in  office,  although  such
directors  are less  than a  quorum,  or by the sole  remaining  director.  Each
director  chosen to fill a vacancy  or newly  created  directorship  shall  hold
office until the next election of the class for which such  director  shall have
been  chosen and,  subject to that  director's  earlier  death,  resignation  or
removal in accordance  with these Articles of  Incorporation,  the Bylaws of the
Corporation and the laws of the State of Alaska, until that director's successor
shall be duly elected and shall qualify.

                  (c) The Corporation shall have the power to issue and sell any
stock, in exchange for such  consideration  (whether cash,  services,  assets or
stock  of or any  interest  in any  business,  or any  other  property,  real or
personal,  whatsoever) as the Board of Directors, in its sole discretion,  shall
deem advisable.  Any stock so issued or sold by the Corporation  shall be deemed
fully paid and non-assessable.


                                   ARTICLE VI


                  The capital stock of this Corporation shall not be assessable.
It shall be issued as fully paid, and the private  property of the  stockholders
shall  not  be  liable  for  the  debts,  obligations  or  liabilities  of  this
Corporation.


                                   ARTICLE VII


                  No  shareholder of the  Corporation  shall have any preemptive
right to subscribe for, purchase or receive, or to be offered the opportunity to
subscribe  for,  purchase  or  receive,  any part of any  shares of stock of the
Corporation  of any class,  whether  now or  hereafter  authorized  and  whether
unissued  shares or not, at any time issued or sold by the  Corporation,  or any
part of any options,  warrants,  rights, bonds,



RESTATED ARTICLES OF INCORPORATION (1998)                              Page 6
<PAGE>
debentures or other  evidences of  indebtedness  or any other  securities of the
Corporation  convertible  into,  exchangeable  or exercisable  for, or otherwise
entitling the holder  thereof to purchase or receive,  any such shares.  Any and
all of such  shares,  options,  warrants,  rights,  bonds,  debentures  or other
evidences of  indebtedness or other  securities of the  Corporation  convertible
into, exchangeable or exercisable for, or otherwise entitling the holder thereof
to  purchase or  receive,  any such shares may be issued and  disposed of by the
Board of  Directors on such terms and for such  consideration,  so far as may be
permitted  by  applicable  law,  and to such person or persons,  as the Board of
Directors in its absolute discretion may deem advisable.


                                  ARTICLE VIII


                  The Corporation shall indemnify,  to the full extent permitted
by, and in the manner permissible under, the laws of the State of Alaska and any
other  applicable  laws,  any person made or threatened to be made a party to an
action or proceeding,  whether criminal, civil, administrative or investigative,
other  than an action by or in the  right of the  Corporation,  by reason of the
fact that the person is or was a  director,  officer,  employee or agent of this
Corporation or is or was serving at the request of the Corporation as a director
or  officer,  employee  or  agent of  another  corporation,  partnership,  joint
venture,  trust, or other enterprise.  The foregoing  provisions of this Article
VIII will be deemed to be a contract  between this Corporation and each director
and officer who serves in such  capacity at any time while this  Article VIII is
in effect,  and any repeal or modification of this Article VIII shall not affect
any rights or  obligations  then existing with respect to any statement of facts
then or theretofore  existing or any action,  suit or proceeding  theretofore or
thereafter  brought based in whole or in part upon any such  statement of facts.
The foregoing  rights of  indemnification  shall not be deemed  exclusive of any
other rights to which any director or officer or his legal representative may be
entitled apart from the provisions of this Article VIII.


                                   ARTICLE IX

                  As of the date of these  Restated  Articles of  Incorporation,
the Corporation had no alien affiliates.


                                    ARTICLE X

                  Only the  Board  of  Directors  is  expressly  authorized  and
empowered to adopt, alter, amend or repeal any provision or all of the Bylaws of
this Corporation, to the exclusion of the outstanding shares of the Corporation.





RESTATED ARTICLES OF INCORPORATION (1998)                              Page 7
<PAGE>


                                   ARTICLE XI

                  By the affirmative vote of at least 75% of the directors,  the
Board of Directors  may designate an Executive  Committee,  all of whose members
shall be  directors,  to manage and operate the  affairs of the  Corporation  or
particular properties or enterprises of the Corporation.  Subject to limitations
provided by the laws of the State of Alaska, said committee shall have the power
to  perform  or  authorize  any act that  could be done or  accomplished  by the
majority action of all the directors of the Corporation.  The Board of Directors
may by resolution  establish other  committees  than an Executive  Committee and
shall specify with particularity the powers and duties of any such committees.


                                   ARTICLE XII

                  Notwithstanding  the Corporation's  incorporation prior to the
effective date of the Alaska  Corporations  Code, the  Corporation  elects to be
governed  by the  provisions  of the  Alaska  Corporations  Code  not  otherwise
applicable to it because the  Corporation  existed at the effective date of that
code and, in  particular,  the voting  provisions of AS 10.06.504 - 10.06.506 of
that code  pertaining to the procedure to amend  articles of  incorporation  and
class voting on amendments to those articles.


                  IN WITNESS  WHEREOF,  the  Corporation  through its  corporate
officers hereby  executes these Restated  Articles of  Incorporation  of General
Communication, Inc. on this 12th day of February, 1998.

                                                     GENERAL COMMUNICATION, INC.



                                                     By:   /s/
                                                              Ronald A. Duncan
                                                              President



                                                     By:   /s/
                                                              John M. Lowber
                                                              Secretary




RESTATED ARTICLES OF INCORPORATION (1998)                              Page 8
<PAGE>




STATE OF ALASKA            )
                           ) ss.
THIRD JUDICIAL DISTRICT    )

                  BEFORE ME, the undersigned authority, personally appeared JOHN
M. LOWBER, who, first by me being duly sworn,  deposes and states that he is the
secretary  of  General  Communication,  Inc.,  that he has  read the  above  and
foregoing RESTATED ARTICLES OF INCORPORATION OF GENERAL COMMUNICATION,  INC. and
knows the contents therein;  and that each and all of said facts and matters are
true and correct to the best of his information and belief.



                                       /s/
                                 John M. Lowber




                  SUBSCRIBED  AND SWORN to before me this 12th day of  February,
1998.


                                       /s/
                                      Notary Public in and for Alaska
                                      My Commission Expires: January 17, 2001




RESTATED ARTICLES OF INCORPORATION (1998)                              Page 9


<PAGE>

                    WOHLFORTH, ARGETSINGER, JOHNSON & BRECHT
                           A PROFESSIONAL CORPORATION
JULIUS J. BRECHT                                                    TELEPHONE
CHERYL RAWLS BROOKING                                            (907) 276-6401
CYNTHIA L. CARTLEDGE
BARBARA J. DREYER                 ATTORNEYS AT LAW
ROBERT M. JOHNSON
BRADLEY E. MEYEN             900 WEST 5TH AVENUE, SUITE 600         FACSIMILE
KENNETH E. VASSAR                                                (907) 276-5093
ERIC E. WOHLFORTH            ANCHORAGE, ALASKA 99501-2048



    OF COUNSEL
PETER ARGETSINGER



                                 March 16, 1998



John M. Lowber                                                Via Hand-Delivery
Senior Vice President and
  Chief Financial Officer
General Communication, Inc.
2550 Denali Street, Suite 1000
Anchorage, Alaska  99503

         Re:      Restated Certificate of Incorporation and Replacement
                  Certificate of Amendment for General Communication, Inc.;
                  Our File No. 0618.0201

Dear John:

         As we discussed in our telephone conversation of this date, please find
enclosed the following documents:

         1.       Restated Certificate of Incorporation for General
                  Communication, Inc., dated February 27, 1998;

         2.       Restated  Articles of Incorporation of General Communication,
                  Inc. filed for record, February 27, 1998; and

         3.       Certificate of Amendment for General Communication, Inc. dated
                  December 12, 1997.

         The Restated Certificate of Incorporation and the accompanying
Restated Articles of Incorporation with the date stamp of February 27, 1998
by the Alaska Department of Commerce and Economic Development are in response
to the filing by the Company through my letter dated February 26, 1998. The
Restated Certificate of Incorporation and the accompanying Restated
Articles of Incorporation should reflect the current restatement of the
Articles of Incorporation of the Company. The Restated Certificate of
Incorporation and the accompanying Restated Articles of Incorporation should
be held in the Company's corporate file.

<PAGE>



John M. Lowber
Senior Vice President and Chief Financial Officer
General Communication, Inc.
Re:  Restated Certificate of Incorporation and Replacement
         Certificate of Amendment for General Communication, Inc.
March 16, 1998
Page 2


         The enclosed Certificate of Amendment has been executed by the
Department to replace a previous certificate issued on the same date (December
12, 1997), but with the caption "Certificate of Amended and Restated Articles."
That is, the previous certificate was misnamed and the enclosed Certificate of
Amendment is properly named for the action that was taken by the Department on
December 12, 1997. The enclosed Certificate of Amendment should be placed in the
Company's corporate files as reflecting the action taken by the Company on its
Articles of Incorporation. The prior document entitled "Certificate of Amended
and Restated Articles" dated December 12, 1997 is in error and no longer is
valid. An appropriate notation should be made on that certificate to indicate
that it has no effect and is replaced by the Certificate of Amendment dated
December 12, 1997.

         I have been in contact with Fred Walker to alert him to the need to
include the restated Articles of Incorporation of the Company as an exhibit to
the Company's Form 10-K for the year ended December 31, 1997. A copy of those
Restated Articles of Incorporation are being sent to Fred directly via e-mail
for inclusion in that Form 10-K.

         Should you have any questions regarding the enclosures, please contact
me.

                                                        Sincerely,

                                                        WOHLFORTH, ARGETSINGER,
                                                        JOHNSON & BRECHT


                                                        /s/
                                                        Julius J. Brecht
JJB/neb

Enclosure(s)

cc:      Fred Walker