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EXHIBIT 99.24

                           ARTICLES OF INCORPORATION

                                       OF

                            GCI SATELLITE CO., INC.


         We, the  undersigned  natural  persons  over the age of  eighteen  (18)
years,  acting as  incorporators of a corporation  under the Alaska  Corporation
Code, AS 10.06, do hereby adopt the following Articles of Incorporation for such
corporation.

                                ARTICLE I - Name

         The name of the corporation ("Corporation") is: GCI SATELLITE Co., Inc.

                        ARTICLE II - Purposes and Powers

         The purposes for which the  Corporation is  specifically  organized are
the  acquisition  of  transponders  on a  satellite,  and the  construction  and
operation of a fiber optic network linking certain cities in the State of Alaska
with the 48 contiguous United States.

         The  Corporation  shall have and may exercise all of the general powers
of a natural person, including those provided in AS 10.06.010, as amended.

                    ARTICLE III - Registered Office and Agent

         The address of the Corporation's  registered office and the name of its
registered agent is Hartig,  Rhodes,  Norman,  Mahoney & Edwards,  P.C., 717 "K"
Street, Anchorage, AK 99501.

                              ARTICLE IV - Capital

         The Corporation shall have the authority to issue ten thousand (10,000)
shares of no par value stock.  These shares shall be common voting shares,  each
share having one (1) vote.




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                        ARTICLE V - No Preemptive Rights

         Pursuant  to AS  10.06.210(a)(1)(B),  no  holder  of any  stock  of the
Corporation shall be entitled to purchase,  subscribe for or otherwise  acquire,
as a matter of right,  any new or additional  shares of stock,  of any class, in
the Corporation, any options or warrants to purchase, subscribe for or otherwise
acquire any new or additional shares in the Corporation,  or any shares,  bonds,
notes,  debentures,  or other securities convertible into or carrying options or
warrants to purchase, subscribe for or otherwise acquire any such shares.

                        ARTICLE VI - No Cumulative Voting

         Pursuant to AS  10.06.420(d),  shareholders  shall not  cumulate  their
votes,  but must  vote  shares  held by them for as many  persons  as there  are
directors to be elected.

                      ARTICLE VII - Power to Redeem Shares

         Pursuant to AS  10.06.325,  the  Corporation  has the power on majority
vote of the  shareholders,  to  redeem,  in  whole  or in  part,  any  class  of
outstanding shares.

                      ARTICLE VIII - Quorum of Shareholders

         A  quorum  for the  conducting  of any  shareholder  business  shall be
fifty-one percent (51%) of all outstanding shares that are entitled to vote.

                         ARTICLE IX - Initial Directors

         The initial number of directors of the  Corporation  shall be four (4).
The names and  addresses  of the  initial  directors,  who shall serve until the
first annual meeting of shareholders  or until their  successors are elected and
qualified are as follows:

                                    Ronald A. Duncan
                                    2550 Denali Street, Suite 1000
                                    Anchorage, AK 99503




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                                    John M. Lowber
                                    2550 Denali Street, Suite 1000
                                    Anchorage, AK 99503

                                    Wilson Hughes
                                    2550 Denali Street, Suite 1000
                                    Anchorage, AK 99503

                                    Donne F. Fisher
                                    Tele-Communications, Inc.
                                    4643 S. Ulster, Suite 400
                                    Denver, CO 80237

         The number of directors may be increased or decreased from time to time
by an  amendment  of the  Bylaws;  but no  decrease  shall  have the  effect  of
shortening  the  term of any  incumbent  director.  The  directors  may fill any
vacancy on the board created by reason of removal or retiring of any director.

                          ARTICLE X - Alien Affiliates

         The  Corporation  is not  affiliated  with any  nonresident  alien or a
corporation  whose  place of  incorporation  is outside  the  United  States (as
defined in AS 10.06.990(2) and (3)).

                       ARTICLE XI - Liability of Directors

         The directors of the Corporation shall not be liable to the Corporation
for monetary damages for a breach of fiduciary duty except for:

         1. A breach of a director's duty of loyalty to the Corporation;

         2. Acts or  omissions  not in good  faith or that  involve  intentional
misconduct or a knowing violation of law; or

         3. A transaction from which the director  derives an improper  personal
benefit.




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                              ARTICLE XII - Bylaws

         The initial Bylaws of the Corporation  shall be adopted by the Board of
Directors,  and the power to alter, amend or repeal the Bylaws shall be reserved
to the board.  The Bylaws may  contain  any  provision  for the  regulation  and
management of the affairs of the  Corporation not  inconsistent  with the Alaska
Corporation Code or with these Articles of Incorporation.

                             ARTICLE XIII - Duration

         The duration of the Corporation shall be perpetual.

                          ARTICLE XIV - Effective Date

         These Articles will be effective upon filing.

                         ARTICLE XV - Special Provisions

         1. The Corporation  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 by the Alaska  United Fiber  System  Partnership  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



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Subsidiary as permitted pursuant to the definition of "Unrestricted Subsidiary."

                  "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)  the  Corporation,  GCI
Satellite  Co.,  Inc.,  GCI Fiber Co.,  Inc.,  Fiber Hold Co.,  Inc., and Alaska
United  Fiber  System  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 non
cash  form) in each case net of all legal,  title and  recording  tax  expenses,
commissions  and 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.

                  "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 Corporation
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  Corporation;
provided, however, that the term "Asset Sale" shall not include: (i) the sale or
transfer of temporary cash investments,  inventory, accounts


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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  Corporation  as a  result  of  foreclosure,
perfection  or  enforcement  of any lien or debt,  which debts were owing to the
Corporation  in the ordinary  course of business;  (iii) the sale or transfer of
any property by the Corporation 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.

         2. The Corporation's  board of directors shall consist of not less than
one outside director.

         IN WITNESS  WHEREOF,  I have signed these Articles this 22 day of July,
1997.

                                                     /s/
                                                     Robert B. Flint

         IN WITNESS WHEREOF, I have signed these Articles this 22nd day of July,
1997.

                                                     /s/
                                                     Bonnie J. Paskvan

STATE OF ALASKA                     )
                                    ) ss.
THIRD JUDICIAL DISTRICT             )

         Robert B. Flint says on oath or affirms that he has read the  foregoing
Articles  of  Incorporation  of  GCI  Satellite  Co.,  Inc.,  and  believes  all
statements made in the document are true and correct.


                                            /s/
                                            Notary Public in and for the State
                                            of Alaska
                                            My commission expires: 4-11-2001





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STATE OF ALASKA                     )
                                    ) ss.
THIRD JUDICIAL DISTRICT             )

         Bonnie  J.  Paskvan  says on oath or  affirms  that  she has  read  the
foregoing Articles of Incorporation of GCI Satellite Co., Inc., and believes all
statements made in the document are true and correct.

                                            /s/
                                            Notary Public in and for the State
                                            of Alaska
                                            My commission expires: 4-11-2001





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