As filed with the Securities and Exchange Commission on August 14, 2000.

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                                   (Mark One)

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2000

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         For the transition period from       to

                           Commission File No. 0-5890

                                    GCI, INC.
             (Exact name of registrant as specified in its charter)


        STATE OF ALASKA                                          91-1820757
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

        2550 Denali Street
        Suite 1000
        Anchorage, Alaska                                        99503
(Address of principal executive offices)                       (Zip Code)

       Registrant's telephone number, including area code: (907) 265-5600


Former name, former address and former fiscal year, if changed since last report

Indicate by check mark whether the registrant (l) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .

        Securities registered pursuant to Section 12(b) of the Act: None
          Securities registered pursuant to Section 12(g) of the Act:

                 $180,000,000 9.75% Senior Notes due August 2007


                                       1
<PAGE>
<TABLE>
                                    GCI, INC.
            A WHOLLY OWNED SUBSIDIARY OF GENERAL COMMUNICATION, INC.

                                    FORM 10-Q

                     FOR THE SIX MONTHS ENDED JUNE 30, 2000

                                      INDEX
<CAPTION>
                                                                                                      Page No.
                                                                                                      --------
<S>                                                                                                       <C>
Cautionary Statement Regarding Forward-Looking Statements.................................................3

PART I.  FINANCIAL INFORMATION

         Item l.    Consolidated Balance Sheets as of June 30, 2000
                       (unaudited) and December 31, 1999..................................................5

                    Consolidated Statements of Operations for the three and
                       six months ended June 30, 2000
                       (unaudited) and 1999 (unaudited)...................................................7

                    Consolidated Statements of Stockholder's Equity
                       for the six months ended June 30, 2000
                       (unaudited) and 1999 (unaudited)...................................................8

                    Consolidated Statements of Cash Flows for the six
                       months ended June 30, 2000 (unaudited)
                       and 1999 (unaudited)...............................................................9

                    Notes to Interim Condensed Consolidated Financial
                       Statements.........................................................................10

         Item 2.    Management's Discussion and Analysis of Financial
                    Condition and Results of Operations...................................................16

         Item 3.    Quantitative and Qualitative Disclosures About
                    Market Risk...........................................................................33

PART II.  OTHER INFORMATION

         Item 1.    Legal Proceedings.....................................................................33

         Item 6.    Exhibits and Reports on Form 8-K......................................................33

         Other items are omitted, as they are not applicable.

SIGNATURES................................................................................................34
</TABLE>

                                       2
<PAGE>
            CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

You should carefully review the information contained in this Quarterly Report,
but should particularly consider any risk factors that we set forth in this
Quarterly Report and in other reports or documents that we file from time to
time with the Securities and Exchange Commission. In this Quarterly Report, in
addition to historical information, we state our beliefs of future events and of
our future operating results, financial position and cash flows. In some cases,
you can identify those so-called "forward-looking statements" by words such as
"may," "will," "should," "expects," "plans," "anticipates," "believes,"
"estimates," "predicts," "potential," or "continue" or the negative of those
words and other comparable words. You should be aware that those statements are
only our predictions and are subject to risks and uncertainties. Actual events
or results may differ materially. In evaluating those statements, you should
specifically consider various factors, including those outlined below. Those
factors may cause our actual results to differ materially from any of our
forward-looking statements. For these statements, we claim the protection of the
safe harbor for forward-looking statements provided by the Private Securities
Litigation Reform Act of 1995.

    - Material adverse changes in the economic conditions in the markets we
      serve;
    - The efficacy of the rules and regulations to be adopted by the Federal
      Communications Commission ("FCC") and state public regulatory agencies to
      implement the provisions of the Telecommunications Act of 1996; the
      outcome of litigation relative thereto; and the impact of regulatory
      changes relating to access reform;
    - Our responses to competitive products, services and pricing, including
      pricing pressures, technological developments, alternative routing
      developments, and the ability to offer combined service packages that
      include local, cable and Internet services; the extent and pace at which
      different competitive environments develop for each segment of our
      business; the extent and duration for which competitors from each segment
      of the telecommunications industry are able to offer combined or full
      service packages prior to our being able to do so; the degree to which we
      experience material competitive impacts to our traditional service
      offerings prior to achieving adequate local service entry; and competitor
      responses to our products and services and overall market acceptance of
      such products and services;
    - The outcome of our negotiations with incumbent local exchange carriers
      ("ILECs") and state regulatory arbitrations and approvals with respect to
      interconnection agreements; and our ability to purchase unbundled network
      elements or wholesale services from ILECs at a price sufficient to permit
      the profitable offering of local exchange service at competitive rates;
    - Success and market acceptance for new initiatives, many of which are
      untested; the level and timing of the growth and profitability of new
      initiatives, particularly local access services, Internet (consumer and
      business) services and wireless services; start-up costs associated with
      entering new markets, including advertising and promotional efforts;
      successful deployment of new systems and applications to support new
      initiatives; and local conditions and obstacles;
    - Uncertainties inherent in new business strategies, new product launches
      and development plans, including local access services, Internet services,
      wireless services, digital video services, cable modem services, and
      transmission services;
    - Rapid technological changes;
    - Development and financing of telecommunication, local access, wireless,
      Internet and cable networks and services;
    - Future financial performance, including the availability, terms and
      deployment of capital; the impact of regulatory and competitive
      developments on capital outlays, and the ability to achieve cost savings
      and realize productivity improvements;
    - Availability of qualified personnel;
    - Changes in, or failure, or inability, to comply with, government
      regulations, including, without limitation, regulations of the FCC, the
      Regulatory Commission of Alaska ("RCA"), and adverse outcomes from
      regulatory proceedings;
    - Uncertainties in federal military spending levels and military base
      closures in markets in which we operate;
    - Other risks detailed from time to time in our periodic reports filed with
      the Securities and Exchange Commission.


                                       3
<PAGE>
These forward-looking statements (and such risks, uncertainties and other
factors) are made only as of the date of this report and we expressly disclaim
any obligation or undertaking to disseminate any updates or revisions to any
forward-looking statement contained in this document to reflect any change in
our expectations with regard to those statements or any other change in events,
conditions or circumstances on which any such statement is based. Readers are
cautioned not to put undue reliance on such forward-looking statements.


                                       4
<PAGE>
<TABLE>
PART I.  FINANCIAL INFORMATION
ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

                           GCI, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                                                                  (Unaudited)
                                                                                    June 30,       December 31,
                            ASSETS                                                    2000             1999
---------------------------------------------------------------------------    ---------------- ----------------
                                                                                     (Amounts in thousands)
<S>                                                                          <C>                      <C>
Current assets:
    Cash and cash equivalents                                                $        12,609           13,734
                                                                               ---------------- ----------------

    Receivables:
        Trade                                                                         45,857           48,145
        Other                                                                          1,302              269
                                                                               ---------------- ----------------
                                                                                      47,159           48,414
        Less allowance for doubtful receivables                                        3,452            2,833
                                                                               ---------------- ----------------
           Net receivables                                                            43,707           45,581
                                                                               ---------------- ----------------

    Refundable deposit                                                                   ---            9,100
    Prepaid and other current assets                                                   1,851            2,224
    Deferred income taxes, net                                                         3,033            2,972
    Inventories                                                                        4,602            3,754
    Property held for sale                                                            10,877              ---
    Notes receivable with related parties                                                478              449
                                                                               ---------------- ----------------

           Total current assets                                                       77,157           77,814
                                                                               ---------------- ----------------

Property and equipment in service, net of depreciation                               344,789          302,762
Construction in progress                                                               4,287            2,898
                                                                               ---------------- ----------------
           Net property and equipment                                                349,076          305,660
                                                                               ---------------- ----------------

Cable franchise agreements, net of amortization of $18,928,000 and
   $16,347,000 at June 30, 2000 and December 31, 1999, respectively                  187,564          190,145
Goodwill, net of amortization of $5,321,000 and $4,563,000 at
   June 30, 2000 and December 31, 1999, respectively                                  40,633           41,391
Other intangible assets, net of amortization of $490,000 and
   $269,000 at June 30, 2000 and December 31, 1999, respectively                       4,379            4,402
Property held for sale                                                                 1,550           10,877
Deferred loan and senior notes costs, net of amortization                              8,861            8,863
Notes receivable with related parties                                                  2,441            2,067
Other assets, at cost, net of amortization                                             1,431            1,932
                                                                               ---------------- ----------------
           Total other assets                                                        246,859          259,677
                                                                               ---------------- ----------------
           Total assets                                                      $       673,092          643,151
                                                                               ================ ================

See accompanying notes to interim condensed consolidated financial statements.
</TABLE>
                                       5                             (Continued)
<PAGE>
<TABLE>
                           GCI, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (Continued)
<CAPTION>
                                                                                  (Unaudited)
                                                                                   June 30,       December 31,
             LIABILITIES AND STOCKHOLDER'S EQUITY                                     2000             1999
--------------------------------------------------------------------------     ---------------- ----------------
                                                                                     (Amounts in thousands)
<S>                                                                          <C>                      <C>
Current liabilities:
    Current maturities of obligations under capital leases                   $         1,714              574
    Accounts payable                                                                  25,674           25,321
    Accrued interest                                                                   9,256            7,985
    Accrued payroll and payroll related obligations                                    8,323            8,601
    Deferred revenue                                                                   8,180            8,173
    Accrued liabilities                                                                3,938            3,152
    Subscriber deposits and other current liabilities                                  1,547            1,314
                                                                               ---------------- ----------------
        Total current liabilities                                                     58,632           55,120

Long-term debt, excluding current maturities                                         329,400          339,400
Obligations under capital leases, excluding current maturities                        47,580              747
Obligations under capital leases due to related party, excluding
    current maturities                                                                   274              353
Deferred income taxes, net of deferred income tax benefit                             25,127           30,861
Other liabilities                                                                      3,808            3,052
                                                                               ---------------- ----------------
        Total liabilities                                                            464,821          429,533
                                                                               ---------------- ----------------

Stockholder's equity:
    Class A.  Authorized 10,000 shares; issued and outstanding 100
       shares at June 30, 2000 and December 31, 1999                                 206,622          206,622
    Paid-in capital                                                                   29,180           25,503
    Retained deficit                                                                 (27,531)         (18,507)
                                                                               ---------------- ----------------

        Total stockholder's equity                                                   208,271          213,618
                                                                               ---------------- ----------------
        Commitments and contingencies
        Total liabilities and stockholder's equity                           $       673,092          643,151
                                                                               ================ ================
</TABLE>
See accompanying notes to interim condensed consolidated financial statements.


                                       6
<PAGE>
<TABLE>
                           GCI, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
                                                              (Unaudited)                       (Unaudited)
                                                           Three Months Ended                 Six Months Ended
                                                                June 30,                           June 30,
                                                           2000           1999               2000            1999
                                                     -------------- --------------     --------------- --------------
                                                            (Amounts in thousands, except per share amounts)
<S>                                                <C>                   <C>               <C>             <C>

Revenues                                           $      71,426         83,659            139,703         144,997

Cost of sales and services                                29,637         34,342             59,295          62,212
Selling, general and administrative                       25,733         25,236             50,387          48,774
Depreciation and amortization                             12,506         11,426             25,594          21,724
                                                     -------------- --------------     --------------- --------------
     Operating income                                      3,550         12,655              4,427          12,287
                                                     -------------- --------------     --------------- --------------

Interest expense                                           9,398          8,992             19,412          16,072
Interest income                                              183            832                358             952
                                                     -------------- --------------     --------------- --------------
  Interest expense, net                                    9,215          8,160             19,054          15,120
                                                     -------------- --------------     --------------- --------------

     Net income (loss) before income taxes and
       cumulative effect of a change in
       accounting principle                               (5,665)         4,495            (14,627)         (2,833)

Income tax (expense) benefit                               2,139         (2,004)             5,603             803
                                                     -------------- --------------     --------------- --------------

     Net income (loss) before cumulative effect
       of a change in accounting principle                (3,526)         2,491             (9,024)         (2,030)

Cumulative effect of a change in accounting
   principle, net of income tax benefit of $245              ---            ---                ---             344
                                                     -------------- --------------     --------------- --------------
     Net income (loss)                             $      (3,526)         2,491             (9,024)         (2,374)
                                                     ============== ==============     =============== ==============

Basic and diluted net income (loss) per common
   share:
   Income (loss) before cumulative effect of a
     change in accounting principle                $     (35,260)        24,910            (90,240)        (20,300)
   Cumulative effect of a change in accounting
     principle                                               ---            ---                ---           3,440
                                                     -------------- --------------     --------------- --------------
       Net income (loss)                           $     (35,260)        24,910            (90,240)        (23,740)
                                                     ============== ==============     =============== ==============
</TABLE>

See accompanying notes to interim condensed consolidated financial statements.

                                       7
<PAGE>
<TABLE>

                                                   GCI, INC. AND SUBSIDIARIES
                                        CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
                                            SIX MONTHS ENDED JUNE 30, 2000 AND 1999
<CAPTION>


                                                             Shares of
                                                              Class A          Class A
(Unaudited)                                                   Common           Common         Paid-in         Retained
(Amounts in thousands)                                        Stock            Stock          Capital         Deficit
                                                         -----------------------------------------------------------------
<S>                                                            <C>           <C>               <C>           <C>
Balances at December 31, 1998                                  100           $ 206,622          2,933         (8,980)
Net loss                                                       ---                 ---            ---         (2,374)
Contribution from General Communication, Inc.                  ---                 ---         20,994            ---
                                                         -----------------------------------------------------------------
Balances at June 30, 1999                                      100           $ 206,622         23,927        (11,354)
                                                         =================================================================

Balances at December 31, 1999                                  100           $ 206,622         25,503        (18,507)
Net loss                                                       ---                 ---            ---         (9,024)
Contribution from General Communication, Inc.                  ---                 ---          3,677           ---
                                                         -----------------------------------------------------------------
Balances at June 30, 2000                                      100           $ 206,622         29,180        (27,531)
                                                         =================================================================
</TABLE>
See accompanying notes to interim condensed consolidated financial statements.


                                       8
<PAGE>
<TABLE>
                           GCI, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
                                                                                                    (Unaudited)
                                                                                                  Six Months Ended
                                                                                                      June 30,
                                                                                                2000            1999
                                                                                          --------------- --------------
                                                                                               (Amounts in thousands)
   <S>                                                                                  <C>                   <C>
   Cash flows from operating activities:
     Net loss                                                                           $      (9,024)         (2,374)
       Adjustments to reconcile net loss to net cash provided (used) by operating
         activities:
          Depreciation and amortization                                                        25,594          21,724
          Amortization charged to selling, general and administrative                             495             894
          Deferred income tax benefit                                                          (5,603)         (1,048)
          Deferred compensation and compensatory stock options                                    376             417
          Non-cash cost of sales                                                                  ---           3,703
          Bad debt expense, net of write-offs                                                     619           1,596
          Employee Stock Purchase Plan expense funded with General Communication, Inc.
           Class A common stock issued and issuable                                             1,391           1,153
          Write-off of capitalized interest                                                     1,955             ---
          Write-off of unamortized start-up costs                                                 ---             589
          Write-off of deferred debt issuance costs upon modification of Senior
           Holdings Loan                                                                          ---             472
          Warrants issued                                                                         ---              67
          Other noncash income and expense items                                                 (160)            (33)
          Change in operating assets and liabilities                                            4,217          (4,660)
                                                                                          --------------- --------------
             Net cash provided by operating activities                                         19,860          22,500
                                                                                          --------------- --------------

   Cash flows from investing activities:
      Purchases of property and equipment, including construction period interest             (18,873)        (23,227)
      Refund of deposit                                                                         8,806             ---
      Restricted cash investment                                                                  ---          (3,978)
      Purchase of property held for sale                                                       (1,550)            ---
      Purchases of other assets                                                                  (145)           (329)
      Notes receivable with related parties issued                                               (829)           (261)
      Payments received on notes receivable with related parties                                  582             149
                                                                                          --------------- --------------
             Net cash used in investing activities                                            (12,009)        (27,646)
                                                                                          --------------- --------------

   Cash flows from financing activities:
     Long-term borrowings - bank debt                                                             ---          13,776
     Repayments of long-term borrowings and capital lease obligations                         (10,280)        (20,223)
     Payment of debt issuance costs and loan commitment fees                                     (128)           (495)
     Cash contribution from General Communication, Inc.                                         1,432          19,861
                                                                                          --------------- --------------
             Net cash provided (used) by financing activities                                  (8,976)         12,919
                                                                                          --------------- --------------

             Net increase (decrease) in cash and cash equivalents                              (1,125)          7,773

             Cash and cash equivalents at beginning of period                                  13,734          12,008
                                                                                          --------------- --------------

             Cash and cash equivalents at end of period                                 $      12,609          19,781
                                                                                          =============== ==============
</TABLE>
See accompanying notes to interim condensed consolidated financial statements.

                                       9
<PAGE>
                                    GCI, INC.
          Notes to Interim Condensed Consolidated Financial Statements
                                   (Unaudited)

(1)        General
           In the following discussion, GCI, Inc. and its direct and indirect
           subsidiaries are referred to as "we," "us" and "our."

           Basis of Presentation
           GCI, Inc. was incorporated in 1997 to effect the issuance of senior
           notes. GCI, Inc., as a wholly owned subsidiary of General
           Communication, Inc. ("GCI"), received through its initial
           capitalization all ownership interests in subsidiaries previously
           held by GCI.

           (a)   Business
                 GCI, Inc. and its direct and indirect subsidiaries offer the
                 following services:
                   - Long-distance telephone service between Anchorage,
                     Fairbanks, Juneau, and other communities in Alaska and the
                     remaining United States and foreign countries
                   - Cable television services throughout Alaska
                   - Facilities-based competitive local access services in
                     Anchorage, Alaska
                   - Internet access services
                   - Termination of traffic in Alaska for certain common
                     carriers
                   - Interstate and intrastate private line services
                   - Managed services to certain commercial customers
                   - Sales and service of dedicated communications systems and
                     related equipment
                   - Private network point-to-point data and voice transmission
                     services between Alaska and the western contiguous United
                     States
                   - Own and lease capacity on two undersea fiber optic cables
                     used in the transmission of interstate and intrastate
                     private line, switched message long-distance and Internet
                     services between Alaska and the remaining United States and
                     foreign countries

           (b)   Principles of Consolidation
                 The consolidated financial statements include the accounts of
                 GCI, Inc., GCI, Inc.'s wholly-owned subsidiary GCI Holdings,
                 Inc., GCI Holdings, Inc.'s wholly-owned subsidiaries GCI
                 Communication Corp., GCI Cable, Inc. and GCI Transport Company,
                 Inc., GCI Transport Co., Inc.'s wholly-owned subsidiaries GCI
                 Satellite Co., Inc., GCI Fiber Co., Inc. and Fiber Hold
                 Company, Inc. and GCI Fiber Co., Inc.'s and Fiber Hold Company,
                 Inc.'s wholly-owned partnership Alaska United Fiber System
                 Partnership ("Alaska United"). GCI Communication Services, Inc.
                 and its wholly owned subsidiary GCI Leasing Co. were merged
                 into GCI Communication Corp. effective January 1, 2000. GCI
                 Cable/Fairbanks, Inc. and GCI Cable/Juneau, Inc. were merged
                 into GCI Cable, Inc. effective January 1, 2000.

                 All significant intercompany balances and transactions have
                 been eliminated in consolidation.

           (c)   Net Income (Loss) Per Common Share
<TABLE>
                 Shares used to calculate net income (loss) per common share
                 consist of the following (amounts in thousands):
<CAPTION>
                                                                  Three Months Ended            Six Months Ended
                                                                       June 30,                     June 30,
                                                                   2000         1999            2000          1999
                                                               ------------ ------------    ------------- ------------
                    <S>                                             <C>          <C>             <C>           <C>
                    Weighted average common shares outstanding      100          100             100           100
                    Common equivalent shares outstanding            ---          ---             ---           ---
                                                               ------------ ------------    ------------- ------------
                                                                    100          100             100           100
                                                               ============ ============    ============= ============
</TABLE>
                 Basic and diluted income (loss) per share calculations for the
                 three-month and six-month periods ended June 30, 2000 and 1999
                 are based on GCI, Inc.'s weighted average outstanding shares of


                                       10                            (Continued)
<PAGE>
                                    GCI, INC.
          Notes to Interim Condensed Consolidated Financial Statements
                                   (Unaudited)

                 common stock which are not publicly traded. GCI, Inc. has no
                 outstanding common stock equivalents or weighted average shares
                 associated with outstanding stock options.

           (d)   Cumulative Effect of a Change in Accounting Principle
                 The American Institute of Certified Public Accountants issued
                 Statement of Position ("SOP") 98-5, "Reporting on the Costs of
                 Start-Up Activities", which provides guidance on the financial
                 reporting of start-up costs and organization costs and requires
                 costs of start-up activities and organization costs to be
                 expensed as incurred. A one-time expense of $344,000 (net of
                 income tax benefit of $245,000) associated with the write-off
                 of unamortized start-up costs was recognized in the first
                 quarter of 1999 upon adoption of SOP 98-5.

           (e)   Reclassifications
                 Reclassifications have been made to the 1999 financial
                 statements to make them comparable with the 2000 presentation.

           (f)   Other
                 The accompanying unaudited interim condensed consolidated
                 financial statements have been prepared in accordance with
                 generally accepted accounting principles for interim financial
                 information and with the instructions to Form 10-Q and Article
                 10 of Regulation S-X. Accordingly, they do not include all of
                 the information and footnotes required by generally accepted
                 accounting principles for complete financial statements. The
                 interim condensed consolidated financial statements include the
                 consolidated accounts of GCI, Inc. and its wholly owned
                 subsidiaries with all significant intercompany transactions
                 eliminated. In the opinion of management, all adjustments
                 (consisting of normal recurring accruals) considered necessary
                 for a fair presentation have been included. Operating results
                 for the three-month and six-month periods ended June 30, 2000
                 are not necessarily indicative of the results that may be
                 expected for the year ended December 31, 2000. For further
                 information, refer to the financial statements and footnotes
                 thereto included in our annual report on Form 10-K for the year
                 ended December 31, 1999.

(2)        Consolidated Statements of Cash Flows Supplemental Disclosures
<TABLE>
           Changes in operating assets and liabilities consist of (amounts in
           thousands):
<CAPTION>
                Six-month periods ended June 30,                                           2000         1999
                                                                                       ------------- ------------
                 <S>                                                                 <C>                <C>
                 (Increase) decrease in receivables                                  $     1,282        (3,702)
                 Decrease in income tax receivable                                           ---         1,965
                 (Increase) decrease in prepaid and other current assets                     264        (1,235)
                 Increase in inventory                                                      (743)         (504)
                 Increase (decrease) in accounts payable                                     353        (2,028)
                 Increase in accrued liabilities                                             786         1,005
                 Increase  in accrued payroll and payroll related obligations                198           111
                 Increase (decrease) in accrued interest                                   1,271          (105)
                 Increase in subscriber deposits and other current liabilities               232           411
                 Increase (decrease) in deferred revenues                                      7           (97)
                 Increase (decrease) in other long-term liabilities                          567          (481)
                                                                                       ------------- ------------
                                                                                     $     4,217        (4,660)
                                                                                       ============= ============
</TABLE>
           We paid no income taxes during the six-month periods ended June 30,
           2000 and 1999. We received income tax refunds of $0 and $1,965,000
           during the six-month periods ended June 30, 2000 and 1999,
           respectively.

           We paid interest totaling $16,987,000 and $16,239,000 during the
           six-month periods ended June 30, 2000 and 1999, respectively.


                                       11                            (Continued)
<PAGE>
                                    GCI, INC.
          Notes to Interim Condensed Consolidated Financial Statements
                                   (Unaudited)

           We recorded $192,000 and $93,000 during the six-month periods ended
           June 30, 2000 and 1999, respectively, in paid-in capital in
           recognition of the income tax effect of excess stock compensation
           expense for tax purposes over amounts recognized for financial
           reporting purposes.

           During the six-month periods ended June 30, 2000 and 1999 we funded
           the employer matching portion of Employee Stock Purchase Plan
           contributions through GCI's issuance of its Class A Common Stock
           valued at $1,406,000 and $1,153,000, respectively.

           We financed the purchase of satellite transponders pursuant to a
           long-term capital lease arrangement with a leasing company during the
           six-month period ended June 30, 2000 at a cost of $48.2 million.

(3)        Industry Segments Data
           Our reportable segments are business units that offer different
           products. The reportable segments are each managed separately because
           they manage and offer distinct products with different production and
           delivery processes.

           We have four reportable segments as follows:

                  Long-distance services. We offer a full range of
                  common-carrier long-distance services to commercial,
                  government, other telecommunications companies and residential
                  customers, through our networks of fiber optic cables, digital
                  microwave, and fixed and transportable satellite earth
                  stations and our SchoolAccess(TM) offering to rural school
                  districts and a similar offering to rural hospitals and health
                  clinics.

                  Cable services. We provide cable television services to
                  residential, commercial and government users in the State of
                  Alaska. Our cable systems serve 26 communities and areas in
                  Alaska, including the state's three largest urban areas,
                  Anchorage, Fairbanks and Juneau. Cable plant upgrades in 1999
                  and 1998 enabled us to offer digital cable television services
                  in Anchorage and retail cable modem service (through our
                  Internet services segment) in Anchorage, Fairbanks and Juneau,
                  complementing our existing service offerings. We plan to
                  expand our product offerings as plant upgrades are completed
                  in other communities in Alaska.

                  Local access services. We offer facilities based competitive
                  local exchange services in Anchorage and plan to provide
                  similar competitive local exchange services in Alaska's other
                  major population centers.

                  Internet services. We began offering wholesale and retail
                  Internet services in 1998. Deployment of the new undersea
                  fiber optic cable allowed us to offer enhanced services with
                  high-bandwidth requirements.

           Included in the "Other" segment in the tables that follow are our
           managed services, product sales, cellular telephone services, and
           management services for Kanas Telecom, Inc., a company that owns and
           operates a fiber optic cable system constructed along the
           trans-Alaska oil pipeline corridor extending from Prudhoe Bay to
           Valdez, Alaska. None of these business units have ever met the
           quantitative thresholds for determining reportable segments. Also
           included in the Other segment in 1999 is a $19.5 million sale of
           undersea fiber optic cable system capacity, and corporate related
           expenses including marketing, customer service, management
           information systems, accounting, legal and regulatory, human
           resources and other general and administrative expenses.

           We evaluate performance and allocate resources based on (1) earnings
           or loss from operations before depreciation, amortization, net
           interest expense and income taxes, and (2) operating income or loss.
           The accounting policies of the reportable segments are the same as
           those described in the summary of significant accounting policies
           included in our annual report on Form 10-K at December 31, 1999.
           Intersegment sales are recorded at cost plus an agreed upon
           intercompany profit.


                                       12                            (Continued)
<PAGE>
                                    GCI, INC.
          Notes to Interim Condensed Consolidated Financial Statements
                                   (Unaudited)

           We earn all revenues through sales of services and products within
           the United States of America. All of our long-lived assets are
           located within the United States of America.

<TABLE>
           Summarized financial information for our reportable segments follows
           for the six months ended June 30, 2000 and 1999 follows (amounts in
           thousands):
<CAPTION>
                                                      Long-                     Local
                                                     Distance       Cable       Access     Internet
                                                     Services      Services    Services    Services      Other     Total
                                                   ------------------------------------------------------------------------
              <S>                                  <C>              <C>         <C>         <C>        <C>         <C>
                              2000
                              ----
              Revenues:
                Intersegment                       $    6,742          739       3,146       1,281         ---     11,908
                External                               88,475       32,590       9,309       3,731       5,598    139,703
                                                   ------------------------------------------------------------------------
                   Total revenues                  $   95,217       33,329      12,455       5,012       5,598    151,611
                                                   ========================================================================

              Earnings (loss) from operations
                before depreciation, amortization,
                net interest expense and income
                taxes                              $   34,382       16,143       1,320      (4,706)    (17,006)    30,133
                                                   ========================================================================
              Operating income (loss)              $   23,299        6,872      (1,246)     (5,548)    (18,835)     4,539
                                                   ========================================================================

                              1999
                              ----
              Revenues:
                Intersegment                       $    4,124        1,159       1,422         ---         ---      6,705
                External                               79,187       29,971       7,478       2,151      26,210    144,997
                                                   ------------------------------------------------------------------------
                   Total revenues                  $   83,311       31,130       8,900       2,151      26,210    151,702
                                                   ========================================================================

              Earnings (loss) from operations
                before depreciation, amortization,
                net interest expense, income taxes
                and cumulative effect of a change
                in accounting principle            $   27,540       17,188        (166)     (3,557)     (6,599)    34,406
                                                   ========================================================================

              Operating income (loss)              $   21,950        8,408      (2,763)     (4,088)    (10,825)    12,682
                                                   ========================================================================
</TABLE>
<TABLE>
           A reconciliation of total segment revenues to consolidated revenues
           follows:
<CAPTION>
                 Six-months ended June 30,                                          2000          1999
                                                                               ------------- --------------
                 <S>                                                          <C>                <C>
                 Total segment revenues                                       $    151,611       151,702
                 Less intersegment revenues eliminated in consolidation            (11,908)       (6,705)
                                                                               ------------- --------------
                      Consolidated revenues                                   $    139,703       144,997
                                                                               ============= ==============
</TABLE>

                                       13                            (Continued)
<PAGE>
                                    GCI, INC.
          Notes to Interim Condensed Consolidated Financial Statements
                                   (Unaudited)

<TABLE>
           A reconciliation of total segment earnings from operations before
           depreciation, amortization, net interest expense, income taxes and
           cumulative effect of a change in accounting principle to consolidated
           net loss before income taxes and cumulative effect of a change in
           accounting principle follows:
<CAPTION>
                 Six-months ended June 30,                                           2000          1999
                                                                               -------------- --------------
                 <S>                                                          <C>                 <C>
                 Total segment earnings from operations before depreciation,
                   amortization, net interest expense, income taxes and
                   cumulative effect of a change in
                   accounting principle                                       $     30,133        34,406
                 Less intersegment contribution eliminated in consolidation           (112)         (395)
                                                                               -------------- --------------
                      Consolidated earnings from operations before
                        depreciation, amortization, net interest expense,
                        income taxes and cumulative effect of a change in
                        accounting principle                                        30,021        34,011
                 Depreciation and amortization                                      25,594        21,724
                                                                               -------------- --------------
                      Consolidated operating income                                  4,427        12,287
                 Interest expense, net                                              19,054        15,120
                                                                               -------------- --------------
                      Consolidated net loss before income taxes and
                        cumulative effect of a change in accounting
                        principle                                             $    (14,627)       (2,833)
                                                                               ============== ==============
</TABLE>
<TABLE>
           A reconciliation of total segment operating income to consolidated
           net loss before income taxes and cumulative effect of a change in
           accounting principle follows:
<CAPTION>
                 Six-months ended June 30,                                           2000          1999
                                                                               -------------- -------------
                 <S>                                                         <C>                  <C>
                 Total segment operating income                              $      4,539         12,682
                 Less intersegment contribution eliminated in consolidation
                                                                                     (112)          (395)
                                                                               -------------- -------------
                      Consolidated operating income                                 4,427         12,287
                 Interest expense, net                                             19,054         15,120
                                                                               -------------- -------------
                      Consolidated net loss before income taxes and
                        cumulative effect of a change in accounting
                        principle                                            $    (14,627)        (2,833)
                                                                               ============== =============
</TABLE>

(4)        Commitments and Contingencies

           Satellite Transponders Capital Lease
           We entered into a purchase and lease-purchase option agreement in
           August 1995 for the acquisition of satellite transponders to meet our
           long-term satellite capacity requirements. The satellite was
           successfully launched in January 2000 and delivered to us on March 5,
           2000. In March 2000 we agreed to finance the satellite transponders
           pursuant to a long-term capital lease arrangement with a leasing
           company. The base term of the lease is one year from the closing date
           with the option for eight one-year lease term renewals. The capital
           lease includes certain covenants requiring maintenance of specific
           levels of operating cash flow to indebtedness and limitations on
           additional indebtedness.

           We took ownership of the satellite transponders on April 1, 2000. The
           satellite transponders are recorded at a cost of $48.2 million and
           will be depreciated over nine years with a remaining residual value
           of $14.3 million.

                                       14                            (Continued)
<PAGE>
                                    GCI, INC.
          Notes to Interim Condensed Consolidated Financial Statements
                                   (Unaudited)

           Future Fiber Capacity Sale
           We entered into an agreement effective July 1999 for a second $19.5
           million sale of fiber capacity. The agreement requires that the buyer
           acquire the capacity during the 18-month period following the
           effective date of the contract. Costs associated with the capacity to
           be sold have been classified as Property Held for Sale in the
           accompanying interim condensed consolidated financial statements at
           June 30, 2000.

           Deferred Compensation Plan
           Our non-qualified, unfunded deferred compensation plan provides a
           means by which certain employees may elect to defer receipt of
           designated percentages or amounts of their compensation and provides
           a means for certain other deferrals of compensation. We may, at our
           discretion, contribute matching deferrals equal to the rate of
           matching selected by us. Participants immediately vest in all
           elective deferrals and all income and gain attributable thereto.
           Matching contributions and all income and gain attributable thereto
           vest over a six-year period. Participants may elect to be paid in
           either a single lump sum payment or annual installments over a period
           not to exceed 10 years. Vested balances are payable upon termination
           of employment, unforeseen emergencies, death and total disability.
           Participants are our general creditors with respect to deferred
           compensation plan benefits. Compensation deferred pursuant to the
           plan totaled approximately $30,000 and $60,000 during the six-month
           periods ended June 30, 2000 and 1999, respectively.

           Self-Insurance
           We are self-insured for losses and liabilities related primarily to
           health and welfare claims up to predetermined amounts above which
           third party insurance applies. A reserve of $630,000 and $600,000 was
           recorded at June 30, 2000 and December 31, 1999, respectively, to
           cover estimated reported losses, estimated unreported losses based on
           past experience modified for current trends, and estimated expenses
           for investigating and settling claims. Actual losses will vary from
           the recorded reserve. While management uses what it believes is
           pertinent information and factors in determining the amount of
           reserves, future additions to the reserves may be necessary due to
           changes in the information and factors used.

           Litigation and Disputes
           We are routinely involved in various lawsuits, billing disputes,
           legal proceedings and regulatory matters that have arisen in the
           normal course of business. While the ultimate results of these items
           cannot be predicted with certainty, management does not expect at
           this time the resolution of them to have a material adverse effect on
           our financial position, results of operations or liquidity.

           Cable Service Rate Reregulation
           Effective March 31, 1999, the rates for cable programming services
           (service tiers above basic service) are no longer regulated. This
           regulation ended pursuant to provisions of the Telecommunications Act
           of 1996 and the regulations adopted pursuant thereto by the FCC.
           Federal law still permits regulation of basic service rates. However,
           Alaska law provides that cable television service is exempt from
           regulation by the RCA unless 25% of a system's subscribers request
           such regulation by filing a petition with the RCA. At June 30, 2000,
           only the Juneau system is subject to RCA regulation of its basic
           service rates. No petition requesting regulation has been filed for
           any other system. (The Juneau system serves 7.9% of our total basic
           service subscribers at June 30, 2000.) On July 27, 2000 the RCA
           approved in full a requested rate increase for the Juneau system, to
           be effective October 1, 2000.


                                       15
<PAGE>
PART I.
ITEM 2.

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

In the following discussion, GCI, Inc. and its direct and indirect subsidiaries
are referred to as "we," "us" and "our."

The following discussion and analysis should be read in conjunction with our
Interim Condensed Consolidated Financial Statements and the notes thereto. See -
Cautionary Statement Regarding Forward-Looking Statements.

GCI, Inc. was incorporated in 1997 to effect the issuance of Senior Notes as
further described in GCI, Inc.'s annual report on Form 10-K at December 31,
1999. GCI, Inc., a wholly owned subsidiary of GCI, received through its initial
capitalization all ownership interests in subsidiaries previously held by GCI.
Shares of GCI's class A common stock are traded on the Nasdaq National Market
tier of the Nasdaq Stock Market under the symbol GNCMA. Shares of GCI's class B
common stock are traded on the Over-the-Counter market.

                                    OVERVIEW

We have experienced significant growth in recent years through expansion and
development of our new and existing businesses and products. We have
historically met our cash needs for operations through our cash flows from
operating activities. Cash requirements for acquisitions and capital
expenditures have been provided largely through our financing activities.

Long-distance services. Our provision of interstate and intrastate long-distance
services to residential, commercial and governmental customers and to other
common carriers (principally WorldCom, Inc. ("WorldCom") and Sprint Corporation
("Sprint")), and provision of private line and leased dedicated capacity
services accounted for 97.1% of our total long-distance services revenues during
the second quarter of 2000. Factors that have the greatest impact on
year-to-year changes in long-distance services revenues include the rate per
minute charged to customers and usage volumes, usually expressed as minutes of
use.

Revenues from private line and other data services sales increased 15.6% to $6.7
million during the second quarter of 2000 as compared to the second quarter of
1999 due primarily to increased system capacity and increasing demand for data
services by Internet service providers ("ISP"), commercial and governmental
customers, and others. Demand for data services to and from the lower 48 states
previously exceeded the available supply of capacity, however such demand is
beginning to be filled with uncompressed fiber optic capacity on our Alaska
United fiber optic cable system.

Our long-distance cost of sales and services has consisted principally of direct
costs of providing services, including local access charges paid to LECs for
originating and terminating long-distance calls in Alaska, and fees paid to
other long-distance carriers to carry calls terminating in areas not served by
our network. Calls terminating in the lower 49 states are carried over
Worldcom's network and calls terminating in international locations are carried
principally over Sprint's network. During the second quarter of 2000, local
access charges accounted for 66.4% of long-distance cost of sales and services,
fees paid to other long-distance carriers represented 28.2%, satellite
transponder lease and undersea fiber maintenance costs represented 4.6%, and
other costs represented 0.8% of long-distance cost of sales and services.

Our long-distance selling, general, and administrative expenses have consisted
of operating and engineering, customer service, sales and communications,
management information systems, general and administrative, and legal and
regulatory expenses. Most of these expenses consist of salaries, wages and
benefits of personnel and certain other indirect costs (such as rent, travel,
utilities, insurance and property taxes). A significant portion of long-distance
selling, general, and administrative expenses, 37.3% during the second quarter
of 2000, represents operating and engineering costs.


                                       16                            (Continued)
<PAGE>
Long-distance services face significant competition from AT&T Alascom, Inc.,
long-distance resellers, and from local telephone companies that have entered
the long-distance market. The total number of active long-distance residential,
commercial and small business customers increased 5.6% at June 30, 2000 as
compared to June 30, 1999, and increased 2.5% as compared to December 31, 1999.
We believe our approach to developing, pricing, and providing long-distance
services and bundling different business segment services will continue to allow
us to be competitive in providing those services.

Revenues derived from other common carriers increased 17.3% to $17.5 million in
the second quarter of 2000 as compared to the second quarter of 1999. The
increase is due primarily to a 24.7% increase to 170.1 million minutes carried
for other common carriers offset by a change in the mix of wholesale minutes
carried for such customers, which reduced the average rate charged 6.0%. We
secured contract amendments during the second quarter of 1999 with Worldcom and
Sprint. The amendments provided, among other things, for a three-year contract
term extension for Sprint. The Worldcom contract expires in 2001. Other common
carrier traffic routed to us for termination in Alaska is largely dependent on
traffic routed to Worldcom and Sprint by their customers. Pricing pressures, new
program offerings and market consolidation continue to evolve in the markets
served by Worldcom and Sprint. If, as a result, their traffic is reduced, or if
their competitors' costs to terminate or originate traffic in Alaska are
reduced, our traffic will also likely be reduced, and our pricing may be reduced
to respond to competitive pressures. We are unable to predict the effect on us
of such changes, however given the materiality of other common carrier revenues
to us; a significant reduction in traffic or pricing could have a material
adverse effect on our financial position, results of operations and liquidity.

Services included in the Other segment as described in note 4 to the
accompanying interim condensed consolidated financial statements are included in
the long-distance services segment for purposes of this Management's Discussion
and Analysis.

Cable services. During the second quarter of 2000, cable television revenues
represented 23.3% of consolidated revenues. The cable systems serve 26
communities and areas in Alaska, including the state's three largest population
centers, Anchorage, Fairbanks and Juneau.

We generate cable services revenues from three primary sources: (1) programming
services, including monthly basic or premium subscriptions and pay-per-view
movies or other one-time events, such as sporting events; (2) equipment rentals
or installation; and (3) advertising sales. During the second quarter of 2000
programming services generated 85.4% of total cable services revenues, equipment
rental and installation fees accounted for 8.1% of such revenues, advertising
sales accounted for 3.6% of such revenues, cable modem services accounted for
2.1% of such revenues and other services accounted for the remaining 0.8% of
total cable services revenues. The primary factors that contribute to
year-to-year changes in cable services revenues are average monthly subscription
and pay-per-view rates, the mix among basic, premium and pay-per-view services,
the average number of subscribers during a given reporting period, and revenues
generated from new product offerings.

The cable systems' cost of sales and selling, general and administrative
expenses have consisted principally of programming and copyright expenses,
labor, maintenance and repairs, marketing and advertising and rental expense.
During the second quarter of 2000 programming and copyright expenses represented
45.5% of total cable cost of sales and selling, general and administrative
expenses, and general and administrative costs represented 48.9% of such total.
Marketing and advertising costs represented approximately 5.7% of such total
expenses.

Cable services face competition from alternative methods of receiving and
distributing television signals and from other sources of news, information and
entertainment. We believe our cable television services will continue to be
competitive by providing, at reasonable prices, a greater variety of programming
and other communication services than are available off-air or through other
alternative delivery sources and upon superior technical performance and
customer service.

Local access services. We generate local access services revenues from three
primary sources: (1) business and residential basic dial tone services; (2)
business private line and special access services; and (3) business and
residential features and other charges, including voice mail, caller ID,
distinctive ring, inside wiring and subscriber line charges. Effective March
1999 we transitioned to the "bill and keep" cost settlement method


                                       17                            (Continued)
<PAGE>
for termination of traffic on our facilities and on other's facilities. Local
exchange services revenues totaled $4.8 million representing 6.7% of
consolidated revenues in the second quarter of 2000. The primary factors that
contribute to year-to-year changes in local access services revenues are the
average number of business and residential subscribers to our services during a
given reporting period and the average monthly rates charged for non-traffic
sensitive services.

Operating and engineering expenses represented approximately 3.6% of total local
access services cost of sales and selling, general and administrative expenses
during the second quarter of 2000. Marketing and advertising costs represented
approximately 7.4% of such total expenses, customer service and general and
administrative costs represented approximately 42.1% of such total expenses, and
local access cost of sales represented approximately 46.9% of such total
expenses.

Our local access services segment faces significant competition in Anchorage
from Alaska Communications Systems, Inc. ("ACS") and AT&T Alascom, Inc. We
believe our approach to developing, pricing, and providing local access services
will allow us to be competitive in providing those services.

Internet services. We began offering Internet services in several markets in
Alaska during 1998. We generate Internet services revenues from two primary
sources: (1) access product services, including commercial DIAS, ISP DIAS, and
retail dial-up service revenues, and (2) network management services. Internet
services segment revenues totaled $2.0 million representing 2.8% of total
revenues in the second quarter of 2000. The primary factors that contribute to
year-to-year changes in Internet services revenues are the average number of
subscribers to our services during a given reporting period, the average monthly
subscription rates, and the number and type of additional premium features
selected.

Operating and general and administrative expenses represented approximately
50.2% of total Internet services cost of sales and selling, general and
administrative expenses during the second quarter of 2000. Internet cost of
sales represented approximately 37.1% of such total expenses and marketing and
advertising represented approximately 12.7% of such total expenses.

Marketing campaigns continue to be deployed featuring bundled residential and
commercial Internet products. Additional bandwidth was made available to our
Internet segment resulting from completion of our Alaska United undersea fiber
optic cable project. The new Internet offerings are coupled with our
long-distance and local access services offerings and provide free basic
Internet services or discounted premium Internet services if certain
long-distance or local access services plans are selected. Value-added premium
Internet features are available for additional charges.

We compete with a number of Internet service providers in our markets. We
believe our approach to developing, pricing, and providing Internet services
will allow us to be competitive in providing those services.

Other services, other expenses and net loss. Telecommunications services
revenues reported in the Other segment as described in note 4 to the
accompanying interim condensed consolidated financial statements include
corporate network management contracts, telecommunications equipment sales and
service, management services for Kanas Telecom, Inc., a company that owns and
operates a fiber optic cable system constructed along the trans-Alaska oil
pipeline corridor extending from Prudhoe Bay to Valdez, Alaska, and other
miscellaneous revenues (including revenues from cellular resale services, from
prepaid and debit calling cards sales, and installation and leasing of
customer's very small aperture terminal ("VSAT") equipment).

Other services segment revenues during the second quarter of 2000 include
network solutions and outsourcing revenues totaling $2.1 million, communications
equipment sales totaling $371,000 and cellular resale and other revenues
totaling $670,000.

During the second quarter of 1999 we completed a $19.5 million sale of long-haul
capacity in our Alaska United undersea fiber optic cable system ("fiber capacity
sale") in a cash transaction. The sale includes both capacity within Alaska, and
between Alaska and the lower 49 states. We announced in July 1999 that an
agreement pertaining to a second $19.5 million sale of fiber capacity had been
executed. The agreement


                                       18                            (Continued)
<PAGE>
requires that the buyer acquire additional capacity during the 18-month period
following the effective date of the contract.

We have invested approximately $2.2 million in our PCS license at June 30, 2000.
During second quarter 2000 we deployed fixed wireless service in the Anchorage
area. We have incurred expenditures totaling $315,000 in the deployment at June
30, 2000 and we expect to incur approximately $200,000 in additional
expenditures during the remainder of 2000.

Depreciation, amortization and net interest expense on a consolidated basis
increased $2.1 million in the second quarter of 2000 as compared to the second
quarter of 1999 resulting primarily from additional depreciation on 1999 and
2000 capital expenditures, increased interest rates, and additional average
outstanding capital lease obligation balances.


                                       19                            (Continued)
<PAGE>
                              RESULTS OF OPERATIONS
<TABLE>
The following table sets forth selected Statement of Operations data as a
percentage of total revenues for the periods indicated and the percentage
changes in such data as compared to the corresponding prior year period:

(Underlying data rounded to the nearest thousands)
<CAPTION>
                                                         Three Months Ended                   Six Months Ended
                                                              June 30,                            June 30,
                                                                         Percentage                           Percentage
                                                                          Change (1)                           Change(1)
                                                                           2000 vs.                             2000 vs.
      (Unaudited)                                    2000       1999        1999         2000       1999         1999
                                                     ----       ----        ----         ----       ----         ----
      <S>                                          <C>        <C>         <C>          <C>        <C>           <C>
      Revenues
          Long-distance services                     62.8%      48.7%       10.2%        63.3%      54.6%        11.7%
          Cable services                             23.3%      17.8%       11.7%        23.3%      20.7%         8.7%
          Local access services                       6.7%       4.5%       27.2%         6.7%       5.1%        24.5%
          Internet services                           2.8%       1.3%       82.0%         2.7%       1.5%        73.5%
          Other services                              4.4%      27.7%      (86.6%)        4.0%      18.1%       (78.6%)
                                                 -----------------------------------------------------------------------
             Total revenues                         100.0%     100.0%      (14.6%)      100.0%     100.0%        (3.7%)

      Cost of sales and services                     41.5%      41.1%      (13.7%)       42.4%      42.9%        (4.7%)
      Selling, general and administrative
        expenses                                     36.0%      30.2%        2.0%        36.1%      33.6%         3.3%
      Depreciation and amortization                  17.5%      13.6%        9.5%        18.3%      15.0%        17.8%
                                                 -----------------------------------------------------------------------
             Operating income                         5.0%      15.1%      (71.9%)        3.2%       8.5%       (64.0%)
             Net income (loss) before income
               taxes and cumulative effect of a
               change in accounting principle        (7.9%)      5.4%     (226.0%)      (10.5%)     (2.0%)      416.3%
             Net income (loss) before
               cumulative effect of a change in
               accounting principle                  (4.9%)      3.0%     (241.5%)       (6.5%)     (1.4%)      344.6%
             Net income (loss)                       (4.9%)      3.0%     (241.5%)       (6.5%)     (1.6%)      280.1%

      Other Operating Data (2):
      Cable services operating income (3)            22.3%      27.7%      (10.1%)       21.1%      28.1%       (18.3%)
      Local services operating loss (4)              (3.3%)    (45.7%)     (90.9%)      (13.4%)    (36.9%)      (54.9%)
      Internet services operating loss (5)         (137.3%)   (101.6%)     145.9%      (148.7%)   (190.1%)       35.7%
<FN>
      --------------------------
      (1)Percentage change in underlying data.
      (2)Includes customer service, marketing and advertising costs.
      (3)Computed as a percentage of total cable services revenues.
      (4)Computed as a percentage of total local services revenues.
      (5)Computed as a percentage of total Internet services revenues.
</FN>
</TABLE>

THREE MONTHS ENDED JUNE 30, 2000 ("2000") COMPARED TO THREE MONTHS ENDED JUNE
30, 1999 ("1999")

Revenues. Total revenues decreased 14.6% from $83.7 million in 1999 to $71.4
million in 2000. The decrease is due to the $19.5 million fiber capacity sale in
1999 as previously described. Excluding the 1999 fiber capacity sale revenue,
total revenues grew $7.2 million, or 11.2%, in 2000 as compared to 1999.


                                       20                            (Continued)
<PAGE>
Long-distance revenues from commercial, residential, governmental, and other
common carrier customers increased 10.2% to $44.9 million in 2000. The
long-distance revenue increase in 2000 was largely due to the following:

    - An increase of 5.7% in the number of active residential, small business
      and commercial customers billed from 88,100 at June 30, 1999 to 93,100 at
      June 30, 2000
    - An increase of 14.9% in total minutes of use to 257.2 million minutes
    - An increase of 15.5% in private line and private network transmission
      services revenues from $5.8 million in 1999 to $6.7 million in 2000 due to
      an increased number of customers
    - An increase of 17.4% in revenues from other common carriers (principally
      Worldcom and Sprint), from $14.9 million in 1999 to $17.5 million in 2000

Long-distance revenue increases were offset by a 11.7% reduction in our average
rate per minute on long-distance traffic from $0.137 per minute in 1999 to
$0.121 per minute in 2000. The decrease in rates resulted primarily from a new
category of wholesale minutes carried on our network at a reduced rate per
minute. Decreased rates are also attributed to our promotion of and customers'
enrollment in calling plans offering discounted rates and length of service
rebates, such plans being prompted in part by our primary long-distance
competitor, AT&T Alascom, reducing its rates, and the entry of LECs into
long-distance markets served by us.

Cable revenues increased 11.7% to $16.7 million in 2000. Programming services
revenues increased 14.2% to $14.2 million in 2000 resulting from an increase of
approximately 4,500 basic subscribers served and increased pay-per-view and
premium service revenues. New facility construction efforts during the last half
of 1999 and the first half of 2000 resulted in approximately 3,700 additional
homes passed at June 30, 2000 which contributed to additional subscribers and
revenues in 2000. Revenue per average basic subscriber per month increased
$4.22, or 11.4%, from 1999 to 2000 due to rate increases in certain markets and
continued growth of new premium products, such as the 300.6% increase in digital
subscribers to 8,900 in 2000. The cable segment's share of cable modem revenue
increased $198,000 to $341,000 in 2000 after the introduction of such services
in the first quarter of 1999.

Local access services revenues increased 27.2% in 2000 to $4.8 million. At June
30, 2000 approximately 54,600 lines were in service and approximately 1,400
additional lines were awaiting connection as compared to approximately 38,000
lines in service and approximately 1,800 additional lines awaiting connection at
June 30, 1999.

Internet services revenues increased from $1.6 million in 1999 to $2.0 million
in 2000 primarily due to growth in the number of customers served. We have
approximately 59,000 active residential, commercial and small business retail
dial-up Internet subscribers at June 30, 2000 as compared to approximately
32,200 at June 30, 1999.

Cost of sales and services. Cost of sales and services totaled $34.3 million in
1999 and $29.6 million in 2000. As a percentage of total revenues, cost of sales
and services increased from 41.1% in 1999 to 41.5% in 2000. The increase in cost
of sales and services as a percentage of revenues is primarily attributed to the
impact of the fiber capacity sale, increased cable services cost of sales as a
percentage of cable services revenues and changes in our product mix due to the
growth of the local access services and Internet services product lines.
Off-setting these increases was a decrease in costs resulting from reassigning
long-distance and other traffic from leased to owned satellite facilities.

Long-distance cost of sales and services decreased from $21.1 million in 1999 to
$19.4 million in 2000. Long-distance cost of sales as a percentage of
long-distance revenues decreased from 52.6% in 1999 to 43.2% in 2000 primarily
due to the effect of reassigning traffic carried by satellite transponders from
leased to owned capacity and reductions in access costs due to distribution and
termination of our traffic on our own local services network instead of paying
other carriers to distribute and terminate our traffic. Offsetting the 2000
decrease as compared to 1999 is a decrease in the average rate per minute billed
to customers without a comparable decrease in access charges paid by us. We
expect increased cost savings as traffic carried on our own facilities continues
to grow. Additional capacity between Alaska and the lower 48 states now
available on our Alaska United fiber optic cable system has allowed us to carry
significant additional amounts of data services traffic on our own facilities
rather than paying other carriers for leased capacity.


                                       21                            (Continued)
<PAGE>
Cable cost of sales and services as a percentage of cable revenues, which is
less as a percentage of revenues than are long-distance, local access and
Internet services cost of sales and services, increased from 25.1% in 1999 to
26.2% in 2000. Cable services rate increases did not keep pace with increases in
programming and copyright costs in 2000. Programming costs increased for most of
our cable services offerings, and we incurred additional costs on new
programming introduced in 1999 and 2000.

Local access services cost of sales and services as a percentage of local access
services revenues increased from 46.8% in 1999 to 61.9% in 2000 primarily due to
accruals recorded for disputed billings.

Internet services cost of sales and services increased $124,000 from 1999 to
2000. Internet services costs of sales as a percentage of Internet services
revenues totaled 56.6% and 51.2% in 1999 and 2000, respectively. The Internet
services costs of sales decrease as a percentage of Internet services revenues
is primarily due to a $830,000 increase in Internet's portion of cable modem
revenue. As Internet revenues have increased, economies of scale and more
efficient network utilization have resulted in reduced Internet cost of sales
and services as a percentage of Internet revenues.

Selling, general and administrative expenses. Selling, general and
administrative expenses increased 2.0% to $25.7 million in 2000. In 2000 we
accrued a Company-wide success sharing bonus totaling $800,000. Success sharing
is a bonus paid to all employees when our earnings before interest,
depreciation, amortization and taxes reach new highs. No accrual was recorded in
the three-month period ended June 30, 1999. The effect of the success sharing
accrual was off-set by a $840,000 decrease in advertising expense. Selling,
general and administrative expenses, as a percentage of total revenues,
increased from 30.2% in 1999 to 36.0% in 2000 primarily as a result of the fiber
capacity sale.

Depreciation and amortization. Depreciation and amortization expense increased
9.5% to $12.5 million in 2000. The increase is attributable to our $36.6 million
investment in equipment and facilities placed into service during 1999 for which
a full year of depreciation will be recorded during the year ended December 31,
2000, the acquisition of a satellite transponder asset (as discussed in note 5
to the interim condensed consolidated financial statements) for which
depreciation began in 2000 and the $18.9 million investment in other equipment
and facilities during 2000 for which a partial year of depreciation will be
recorded during 2000.

Interest expense, net. Interest expense, net of interest income, increased 12.2%
to $9.2 million in 2000. This increase resulted primarily from increases in our
average outstanding indebtedness resulting primarily from the capital lease of
satellite transponder capacity, construction of new long-distance and Internet
facilities, expansion and upgrades of cable television facilities, investment in
local access services equipment and facilities, and higher interest rates on
outstanding indebtedness. We charged $470,000 of deferred financing costs to
interest expense in the second quarter of 1999 resulting from the amendment to
the Holdings Loan Facilities which reduced borrowing capacity (see Liquidity and
Capital Resources).

Income tax (expense) benefit. GCI, Inc., as a wholly owned subsidiary and member
of the GCI controlled group of corporations, files its income tax returns as
part of the consolidated group of corporations under GCI. Accordingly, the
following discussions of income tax expense (benefit) and net operating loss
carryforwards reflect the consolidated group's activity and balances.

Income tax (expense) benefit decreased from ($2.0) million in 1999 to $2.1
million in 2000 due to an increased net loss before income taxes in 2000 as
compared to 1999. Our effective income tax rate decreased from 44.6% in 1999 to
37.8% in 2000 due to the increased net loss and the proportional amount of items
that are nondeductible for income tax purposes.

At June 30, 2000, we have (1) tax net operating loss carryforwards of
approximately $105.8 million that will begin expiring in 2008 if not utilized,
and (2) alternative minimum tax credit carryforwards of approximately $2.5
million available to offset regular income taxes payable in future years. Our
utilization of remaining net operating loss carryforwards is subject to certain
limitations pursuant to Internal Revenue Code section 382.

Tax benefits associated with recorded deferred tax assets are considered to be
more likely than not realizable through future reversals of existing taxable
temporary differences and future taxable income exclusive of


                                       22                            (Continued)
<PAGE>
reversing temporary differences and carryforwards. The amount of deferred tax
asset considered realizable, however, could be reduced in the near term if
estimates of future taxable income during the carryforward period are reduced.
We estimate that our effective income tax rate for financial statement purposes
will be approximately 38% in 2000.

SIX MONTHS ENDED JUNE 30, 2000 ("2000") COMPARED TO SIX MONTHS ENDED JUNE 30,
1999 ("1999")

Revenues. Total revenues decreased 3.7% from $145.0 million in 1999 to $139.7
million in 2000. The decrease is due to the $19.5 million fiber capacity sale in
1999 as previously described. Excluding the 1999 fiber capacity sale revenue,
total revenues grew $14.2 million, or 11.3%, in 2000 as compared to 1999.

Long-distance revenues from commercial, residential, governmental, and other
common carrier customers increased 11.7% to $88.5 million in 2000. The
long-distance revenue increase in 2000 was largely due to the following:

    - An increase of 5.6% in the number of active residential, small business
      and commercial customers billed from 88,100 at June 30, 1999 to 93,000 at
      June 30, 2000
    - An increase of 23.4% in total minutes of use to 512.5 million minutes
    - An increase of 23.1% in private line and private network transmission
      services revenues from $10.4 million in 1999 to $12.8 million in 2000 due
      to an increased number of customers
    - An increase of 14.4% in revenues from other common carriers (principally
      Worldcom and Sprint), from $29.8 million in 1999 to $34.1 million in 2000

Long-distance revenue increases were offset by a 18.2% reduction in our average
rate per minute on long-distance traffic from $0.148 per minute in 1999 to
$0.121 per minute in 2000. The decrease in rates resulted primarily from a new
category of wholesale minutes carried on our network at a reduced rate per
minute. Decreased rates are also attributed to our promotion of and customers'
enrollment in calling plans offering discounted rates and length of service
rebates, such plans being prompted in part by our primary long-distance
competitor, AT&T Alascom, reducing its rates, and the entry of LECs into
long-distance markets served by us.

Cable revenues increased 8.7% to $32.6 million in 2000. Programming services
revenues increased 9.5% to $28.0 million in 2000 resulting from an increase of
approximately 4,500 basic subscribers served and increased pay-per-view and
premium service revenues. New facility construction efforts in the last half of
1999 and first half of 2000 resulted in approximately 3,700 additional homes
passed which contributed to additional subscribers and revenues in 2000. Revenue
per average basic subscriber per month increased $4.22, or 11.4%, from 1999 to
2000 due to rate increases in certain markets and continued growth of new
premium products, such as the 300.6% increase in digital subscribers to 8,900 in
2000. The cable segment's share of cable modem revenue increased $562,000 to
$705,000 in 2000 after the introduction of cable modem services in the first
quarter of 1999.

Local access services revenues increased 24.5% in 2000 to $9.3 million. At June
30, 2000 approximately 54,600 lines were in service and approximately 1,400
additional lines were awaiting connection as compared to approximately 38,000
lines in service and approximately 1,800 additional lines awaiting connection at
June 30, 1999.

Internet services revenues increased from $2.2 million in 1999 to $3.7 million
in 2000 primarily due to growth in the number of customers served. We have
approximately 59,000 active residential, commercial and small business retail
dial-up Internet subscribers at June 30, 2000 as compared to approximately
32,200 at June 30, 1999.

Cost of sales and services. Cost of sales and services totaled $62.2 million in
1999 and $59.3 million in 2000. As a percentage of total revenues, cost of sales
and services decreased from 42.9% in 1999 to 42.4% in 2000. The decrease in cost
of sales and services as a percentage of revenues is primarily due to the effect
of reassigning long-distance traffic carried by satellite transponders from
leased to owned capacity off-set by the impact of the fiber capacity sale,
increased cable services cost of sales as a percentage of cable services


                                       23                            (Continued)
<PAGE>
revenues and changes in our product mix due to the growth of the local access
services and Internet services product lines.

Long-distance cost of sales and services decreased from $40.7 million in 1999 to
$39.9 million in 2000. Long-distance cost of sales as a percentage of
long-distance revenues decreased from 51.4% in 1999 to 45.1% in 2000 primarily
due to reassigning traffic carried by satellite transponders from leased to
owned capacity and reductions in access costs due to distribution and
termination of our traffic on our own local services network instead of paying
other carriers to distribute and terminate our traffic. Offsetting the 2000
decrease as compared to 1999 is a decrease in the average rate per minute billed
to customers without a comparable decrease in access charges paid by us. We
expect increased cost savings as traffic carried on our own facilities continues
to grow. Additional capacity between Alaska and the lower 48 states now
available on our Alaska United fiber optic cable system has allowed us to carry
significant additional amounts of data services traffic on our own facilities
rather than paying other carriers for leased capacity.

Cable cost of sales and services as a percentage of cable revenues, which is
less as a percentage of revenues than are long-distance, local access and
Internet services cost of sales and services, increased from 24.9% in 1999 to
26.6% in 2000. Cable services rate increases did not keep pace with increases in
programming and copyright costs in 2000. Programming costs increased for most of
our cable services offerings, and we incurred additional costs on new
programming introduced in 1999 and 2000.

Local access services cost of sales and services as a percentage of local access
services revenues increased from 49.7% in 1999 to 57.8% in 2000 primarily due to
accruals recorded for disputed billings.

Internet services cost of sales and services increased $782,000 from 1999 to
2000. Internet services costs of sales as a percentage of Internet services
revenues totaled 61.6% and 56.5% in 1999 and 2000, respectively. The decrease of
Internet services costs of sales as a percentage of Internet services revenues
is primarily due to a $1.4 million increase in Internet's portion of cable modem
revenue. As Internet revenues have increased, economies of scale and more
efficient network utilization have resulted in reduced Internet cost of sales
and services as a percentage of Internet revenues.

Selling, general and administrative expenses. Selling, general and
administrative expenses increased 3.3% to $50.4 million in 2000. The 2000
increase resulted from:
    - Internet services operating, engineering, sales, customer service and
      administrative cost increases from $2.5 million in 1999 to $3.5 million in
      2000. Increased costs were necessary to provide the operations,
      engineering, customer service and support infrastructure necessary to
      accommodate expected growth in our Internet services customer base.
    - Accrual of a Company-wide success sharing bonus totaling $800,000 in 2000.
      Success sharing is a bonus paid to all employees when our earnings before
      interest, depreciation, amortization and taxes reach new highs. No accrual
      was recorded in the six-month period ended June 30, 1999.
    - Reduced long-distance services capitalized labor due to completion of the
      fiber optic cable system construction effort.
The increases above are off-set by a $1.3 million decrease in advertising
expense and a $720,000 decrease in bad debt expense.

Selling, general and administrative expenses, as a percentage of total revenues,
increased from 33.6% in 1999 to 36.1% in 2000 primarily as a result of the fiber
capacity sale.

Depreciation and amortization. Depreciation and amortization expense increased
17.8% to $25.6 million in 2000. The increase is attributable to our $36.6
million investment in equipment and facilities placed into service during 1999
for which a full year of depreciation will be recorded during the year ended
December 31, 2000, the acquisition of a satellite transponder asset (as
discussed in note 5 to the interim condensed consolidated financial statements)
for which depreciation began in the second quarter of 2000, the $18.9 million
investment in other equipment and facilities during 2000 for which a partial
year of depreciation will be recorded during 2000, and a charge of $1.7 million
in first quarter resulting from a change in the estimated remaining lives of
assets that will be replaced in the future.

Interest expense, net. Interest expense, net of interest income, increased 26.5%
from $15.1 million in 1999 to $19.1 million in 2000. This increase resulted
primarily from a charge of $2.0 million to interest


                                       24                            (Continued)
<PAGE>
expense in first quarter to write-off previously capitalized interest expense,
increases in our average outstanding indebtedness resulting primarily from the
capital lease of satellite transponder capacity, construction of new
long-distance and Internet facilities, expansion and upgrades of cable
television facilities, investment in local access services equipment and
facilities, and higher interest rates on outstanding indebtedness. We charged
$470,000 of deferred financing costs to interest expense in the second quarter
of 1999 resulting from the amendment to the Holdings Loan Facilities which
reduced borrowing capacity (see Liquidity and Capital Resources).

Income tax benefit. GCI, Inc., as a wholly owned subsidiary and member of the
GCI controlled group of corporations, files its income tax returns as part of
the consolidated group of corporations under GCI. Accordingly, the following
discussions of income tax benefit and net operating loss carryforwards reflect
the consolidated group's activity and balances.

Income tax benefit increased from $803,000 in 1999 to $5.6 million in 2000 due
to an increased net loss before income taxes in 2000 as compared to 1999. Our
effective income tax rate increased from 28.3% in 1999 to 38.3% in 2000 due to
the increased net loss and the proportional amount of items that are
nondeductible for income tax purposes.

At June 30, 2000, we have (1) tax net operating loss carryforwards of
approximately $105.8 million that will begin expiring in 2008 if not utilized,
and (2) alternative minimum tax credit carryforwards of approximately $2.5
million available to offset regular income taxes payable in future years. Our
utilization of remaining net operating loss carryforwards is subject to certain
limitations pursuant to Internal Revenue Code section 382.

Tax benefits associated with recorded deferred tax assets are considered to be
more likely than not realizable through future reversals of existing taxable
temporary differences and future taxable income exclusive of reversing temporary
differences and carryforwards. The amount of deferred tax asset considered
realizable, however, could be reduced in the near term if estimates of future
taxable income during the carryforward period are reduced. We estimate that our
effective income tax rate for financial statement purposes will be approximately
38% in 2000.


                                       25                            (Continued)
<PAGE>
                 FLUCTUATIONS IN QUARTERLY RESULTS OF OPERATIONS
<TABLE>
The following chart provides selected unaudited statement of operations data
from our quarterly results of operations during 2000 and 1999:
<CAPTION>
                                                            (Amounts in thousands, except per share amounts)
                                                      -------------------------------------------------------------
                                                          First      Second       Third     Fourth        Total
                                                         Quarter     Quarter     Quarter    Quarter        Year
                                                      -------------------------------------------------------------
     <S>                                           <C>               <C>         <C>        <C>          <C>
     2000
     ----
     Revenues:
       Long-distance services                      $      43,620      44,855                              88,475
       Cable services                              $      15,930      16,660                              32,590
       Local access services                       $       4,520       4,789                               9,309
       Internet services                           $       1,713       2,018                               3,731
       Other services                              $       2,494       3,104                               5,598
                                                      -------------------------------------------------------------
          Total revenues                           $      68,277      71,426                             139,703
     Operating income                              $         877       3,550                               4,427
     Net loss before income taxes                  $      (8,962)     (5,665)                            (14,627)
     Net loss                                      $      (5,498)     (3,526)                             (9,024)
     Basic and diluted net loss per common
        share                                      $     (54,980)    (35,260)                            (90,240)

     1999
     ----
     Revenues:
       Long-distance services                      $      38,469      40,697      43,276     41,601      164,043
       Cable services                              $      15,062      14,909      15,218     15,957       61,146
       Local access services                       $       3,714       3,764       3,845      4,220       15,543
       Internet services                           $       1,042       1,109       1,151      1,497        4,799
       Other services                              $       3,051      23,180       3,850      3,567       33,648
                                                      -------------------------------------------------------------
          Total revenues                           $      61,338      83,659      67,340     66,842      279,179
     Operating income (loss)                       $        (368)     12,655       1,908      1,555       15,750
     Net income (loss) before income taxes and
       cumulative effect of a change in
       accounting principle                        $      (7,328)      4,495      (5,702)    (6,331)     (14,866)
     Net income (loss) before cumulative effect
       of a change in accounting principle         $      (4,521)      2,491      (3,537)    (3,616)      (9,183)
     Net income (loss)                             $      (4,865)      2,491      (3,537)    (3,616)      (9,527)
     Basic and diluted net income (loss) per
        common share:
       Net income (loss) before cumulative
          effect of a change in accounting
          principle                                $     (45,210)     24,910     (35,370)   (36,160)     (91,830)
       Cumulative effect of a change in
          accounting principle                     $       3,440         ---         ---        ---        3,440
                                                      -------------------------------------------------------------
       Net income (loss)                           $     (48,650)     24,910     (35,370)   (36,160)     (95,270)
                                                      =============================================================
</TABLE>
Revenues. Total revenues for the quarter ended June 30, 2000 ("second quarter")
were $71.4 million, representing a 4.5% increase from $68.3 million for the
quarter ended March 31, 2000 ("first quarter"). The second quarter increase
resulted from:
    - A 2.8% increase in long-distance services revenue to $44.9 million in
      second quarter primarily due to a 4.9% increase in revenues from other
      common carriers to $17.5 million, and a 9.4% increase in private line
      revenues to $6.7 million. Long distance minutes increased 1.0% to 257.2
      million minutes, due to a 2.2% increase in OCC minutes (principally
      Worldcom and Sprint) off-set by a 2.0% decrease in non-OCC minutes of
      traffic carried. The long-distance average rate per minute was $.121 in
      the first and second quarters.
    - A 4.6% increase in cable services revenue to $16.7 million in second
      quarter due to 3.3% increase in programming services revenues to $14.2
      million generated from new product offerings and a 44.9% increase in
      advertising sales to $605,000.


                                       26                            (Continued)
<PAGE>
Long-distance revenues have historically been highest in the summer months as a
result of temporary population increases attributable to tourism and increased
seasonal economic activity such as construction, commercial fishing, and oil and
gas activities. Cable television revenues, on the other hand, are higher in the
winter months because consumers spend more time at home and tend to watch more
television during these months. Local service operations are not expected to
exhibit significant seasonality. Internet access services are expected to
reflect seasonality trends similar to the cable television segment. Our ability
to implement construction projects is also hampered during the winter months
because of cold temperatures, snow and short daylight hours.

Cost of sales and services. Cost of sales and services decreased from $29.7
million in the first quarter to $29.6 million in the second quarter. As a
percentage of revenues, second and first quarter cost of sales and services
totaled 41.5% and 43.4%, respectively. The decrease in the cost of sales and
services as a percentage of revenues is primarily due to the transfer of our
traffic from a satellite leased under an operating lease to a satellite owned by
us and financed via a capital lease, and avoidance of access charges resulting
from distribution and termination of our traffic on our own network instead of
paying other carriers to distribute and terminate our traffic.

Selling, general and administrative expenses. Selling, general and
administrative expenses increased $1.1 million in the second quarter as compared
to the first quarter. As a percentage of revenues, second quarter selling,
general and administrative expenses were 36.0% as compared to 36.1% for the
first quarter. The second quarter decrease as a percentage of sales is primarily
a result of increased revenues in second quarter without a corresponding
proportional increase in support costs off-set by a $800,000 increase in
expenses associated with an accrual for the Company-wide success sharing program
in the second quarter. Success sharing is a bonus paid to all employees when our
earnings before interest, depreciation, amortization and taxes reach new highs.
No such accrual was made in the first quarter.

Net loss. We reported a net loss of $3.5 million for the second quarter as
compared to a net loss of $5.5 million for the first quarter. The decrease in
the net loss is primarily due to a non-recurring charge of $2.0 million to
interest expense in first quarter to write-off previously capitalized interest
expense and a non-recurring charge of $1.7 million in the first quarter
resulting from a change in the estimated remaining lives of assets that will be
replaced in the future.

                         LIQUIDITY AND CAPITAL RESOURCES

Cash flows from operating activities totaled $19.9 million in the six-month
period ended June 30, 2000 ("2000") as compared to $22.5 million in the
six-month period ended June 30, 1999 ("1999"), net of changes in the components
of working capital. Other sources of cash during 2000 include the refund of a
$8.8 million deposit and a $1.4 million equity contribution from GCI. Our
expenditures for property and equipment, including construction in progress,
totaled $18.9 million and $23.2 million in 2000 and 1999, respectively. Other
uses of cash during 2000 included repayment of $10.3 million of long-term
borrowings and capital lease obligations and purchases of $1.6 million of
property held for sale.

Net receivables decreased $1.9 million from December 31, 1999 to June 30, 2000
primarily due to decreased OCC trade receivables.

Working capital totaled $18.5 million at June 30, 2000, a $4.2 million decrease
from working capital of $22.7 million as of December 31, 1999. The decrease in
working capital is primarily attributed to our use of current assets to purchase
long-term capital assets and repay long-term debt.

The Holdings $200,000,000 ($150,000,000 as amended) and $50,000,000 credit
facilities mature June 30, 2005. The Holdings Loan facilities were amended in
April 1999 (see below) and bear interest, as amended, at either Libor plus 1.00%
to 2.50%, depending on the leverage ratio of Holdings and certain of its
subsidiaries, or at the greater of the prime rate or the federal funds effective
rate (as defined) plus 0.05%, in each case plus an additional 0.00% to 1.375%,
depending on the leverage ratio of Holdings and certain of its subsidiaries.
$77.7 million and $87.7 million were drawn on the credit facilities as of June
30, 2000 and December 31, 1999, respectively.


                                       27                            (Continued)
<PAGE>
On April 13, 1999, we amended the Holdings credit facilities. These amendments
contained, among other things, provisions for payment of a one-time amendment
fee of 0.25% of the aggregate commitment, an increase in the commitment fee by
0.125% per annum on the unused portion of the commitment, and an increase in the
interest rate of 0.25%. The amended facilities reduce the aggregate commitment
by $50 million to $200 million, and limit capital expenditures to $35 million in
1999 and $35 million in 2000 with no limits thereafter (excluding amounts paid
for the Alaska United fiber optic cable system and the capital lease of the
satellite transponder asset). Pursuant to the Financial Accounting Standards
Board Emerging Issues Task Force Issue 98-14, "Debtor's Accounting for Changes
in Line-of-Credit or Revolving Debt Arrangements," we recorded as additional
interest expense $470,000 of deferred financing costs in the second quarter of
1999 resulting from the reduced borrowing capacity. In connection with the April
1999 amendment, we agreed to pay all fees and expenses of our lenders, including
an amendment fee of 0.25% of the aggregate commitment, totaling $530,000.

Holding's credit facilities and GCI, Inc.'s senior notes contain restrictions on
our operations and activities, including requirements that we comply with
certain financial covenants and financial ratios. Under the amended Holding's
credit facility, Holdings may not permit the ratio of senior debt to annualized
operating cash flow (as defined) of Holdings and certain of its subsidiaries to
exceed 2.75 to 1.0 through September 30, 2000 and 2.50 to 1.0 from October 1,
2000 to December 31, 2000, total debt to annualized cash flow to exceed 5.50
times, and annualized operating cash flow to interest expense to be less than
2.0 to 1.0 from April 1, 2000 and thereafter. Certain of the foregoing ratios
decrease in specified increments during the life of the credit facility. The
credit facility requires Holdings to maintain a ratio of annualized operating
cash flow to debt service of Holdings and certain of its subsidiaries of at
least 1.25 to 1.0, and annualized operating cash flow to fixed charges of at
least 1.0 to 1.0 effective January 1, 2001 (which adjusts to 1.05 to 1.0 in
April, 2003 and thereafter). The senior notes impose a requirement that the
leverage ratio of GCI, Inc. and certain of its subsidiaries not exceed 6.0 to
1.0 on an incurrence basis, subject to the ability of GCI, Inc. and certain of
its subsidiaries to incur specified permitted indebtedness without regard to
such ratios.

On January 27, 1998 Alaska United closed a $75 million project finance facility
("Fiber Facility") to construct a fiber optic cable system connecting Anchorage,
Fairbanks, Valdez, Whittier, Juneau and Seattle. At June 30, 2000 and December
31, 1999 $71.7 million was borrowed under the facility. The Fiber Facility is a
10-year term loan that is interest only for the first 5 years. The facility can
be extended an additional two years at any time between the second and fifth
anniversary of closing the facility if we can demonstrate projected revenues
from certain capacity commitments will be sufficient to pay all operating costs,
interest, and principal installments based on the extended maturity. The Fiber
Facility bears interest at either Libor plus 3.0%, or at the lender's prime rate
plus 1.75%. The interest rate will decline to Libor plus 2.5%-2.75%, or, at our
option, the lender's prime rate plus 1.25%-1.5% after the project completion
date and when the loan balance is $60 million or less.

The Fiber Facility contains, among others, covenants requiring certain
intercompany loans and advances in order to maintain specific levels of cash
flow necessary to pay operating costs, interest and principal installments. All
of Alaska United's assets, as well as a pledge of the partnership interests'
owning Alaska United, collateralize the Fiber Facility. Construction of the
fiber facility was completed and the facility was placed into service on
February 4, 1999. The project was completed on budget.

We expect to use approximately one-half of the Alaska United system capacity in
addition to our existing owned and leased facilities to carry our own traffic.
One of our large commercial customers signed agreements in the first quarter of
1999 for the immediate lease of three DS3 circuits on Alaska United facilities
within Alaska, and between Alaska and the lower 48 states. The lease agreements
provide for three-year terms, with renewal options for additional terms. In the
second quarter of 1999 we completed a sale of capacity in our Alaska United
system in a $19.5 million cash transaction. The sale includes both capacity
within Alaska, and between Alaska and the lower 48 states. An agreement was
executed in July 1999 for a second $19.5 million sale of fiber capacity. The
agreement requires that the buyer acquire additional capacity during the
18-month period following the effective date of the contract. We continue to
pursue opportunities for sale or lease of additional capacity on our system.

We entered into a purchase and lease-purchase option agreement in August 1995
for the acquisition of satellite transponders to meet our long-term satellite
capacity requirements. The satellite was successfully launched in January 2000
and delivered to us on March 5, 2000. In March 2000 we agreed to finance the


                                       28                            (Continued)
<PAGE>
satellite transponders pursuant to a long-term capital lease arrangement with a
leasing company. At June 30, 2000 $48.2 million was financed under this capital
lease. The base term of the lease is one year from the closing date with the
option for eight one-year lease term renewals. The capital lease includes
certain covenants requiring maintenance of specific levels of operating cash
flow to indebtedness and limitations on additional indebtedness.

Our expenditures for property and equipment, including construction in progress,
totaled $9.8 million and $23.2 million during 2000 and 1999, respectively.
Planned capital expenditures over the next five years include those necessary
for continued expansion of our long-distance, local exchange and Internet
facilities, the development and construction of a PCS network and continued
upgrades to our cable television plant. Sources of funds for these planned
capital expenditures are expected to include internally generated cash flows and
borrowings under our credit facilities.

Our ability to invest in discretionary capital and other projects will depend
upon our future cash flows and access to borrowings under our credit facilities.
Management anticipates that cash flow generated by us and our borrowings under
our credit facilities will be sufficient to fund capital expenditures and our
working capital requirements. Should cash flows be insufficient to support
additional borrowings, such investment in capital expenditures will likely be
reduced.

GCI issued 20,000 shares of convertible redeemable accreting Preferred Stock on
April 30, 1999. Proceeds totaling $20 million (before payment of expenses) were
contributed to GCI, Inc. and were used for general corporate purposes, to repay
outstanding indebtedness, and to provide additional liquidity.

The long-distance, local access, cable, Internet and wireless services
industries are experiencing increasing competition and rapid technological
changes. Our future results of operations will be affected by our ability to
react to changes in the competitive environment and by our ability to fund and
implement new technologies. We are unable to determine how competition,
technological changes and our net operating losses will affect our ability to
obtain financing.

We believe that we will be able to meet our current and long-term liquidity and
capital requirements, including fixed charges, through our cash flows from
operating activities, existing cash, cash equivalents, short-term investments,
credit facilities, and other external financing and equity sources.

                          NEW ACCOUNTING PRONOUNCEMENTS

SFAS No. 133. In June 1998, the Financial Accounting Standards Board issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities". Among
other provisions, SFAS No. 133, as amended by SFAS No. 138, "Accounting for
Certain Derivative Instruments and Certain Hedging Activities and Amendment of
SFAS No. 133", requires that entities recognize all derivatives as either assets
or liabilities in the statement of financial position and measure those
instruments at fair value. Gains and losses resulting from changes in the fair
values of those derivatives would be accounted for depending on the use of the
derivative and whether it qualifies for hedge accounting. The effective date of
this standard was delayed via the issuance of SFAS No. 137. The effective date
for SFAS No. 133 is now for fiscal years beginning after June 15, 2000, though
earlier adoption is encouraged and retroactive application is prohibited. This
means that we must adopt the standard no later than January 1, 2001. We do not
expect the adoption of this standard to have a material impact on our results of
operations, financial position or cash flows.

FASB Interpretation No. 44. In March 2000, the Financial Accounting Standards
Board issued FASB Interpretation No. 44, "Accounting for Certain Transactions
Involving Stock Compensation". This interpretation clarifies the application of
APB Opinion No. 25, "Accounting for Stock Issued to Employees", for certain
issues including the definition of employee for purposes of applying APB Opinion
No. 25, the criteria for determining whether a plan qualifies as a
noncompensatory plan, the accounting consequence of various modifications to the
terms of a previously fixed stock option or award and the accounting for an
exchange of stock compensation awards in a business combination. This
interpretation is effective July 1, 2000, but certain conclusions in the
interpretation cover specific events that occur after either December 15, 1998,
or January 12, 2000. To the extent that this interpretation covers events
occurring during the period after December 15, 1998, or January 12, 2000, but
before the effective date of July 1, 2000, the effects of


                                       29                            (Continued)
<PAGE>
applying it are recognized on a prospective basis from July 1, 2000. We do not
expect the adoption of this standard to have a material impact on our results of
operations, financial position or cash flows.

SEC Staff Accounting Bulletin No. 101. SEC Staff Accounting Bulletin No. 101,
"Revenue Recognition in Financial Statements", summarizes certain of the SEC
staff's views in applying generally accepted accounting principles to revenue
recognition in financial statements. This bulletin is effective October 1, 2000,
we believe the adoption will not have a material impact on our results of
operations, financial position or cash flows.

                                 YEAR 2000 COSTS

We did not defer any critical information technology projects because of our
Year 2000 program efforts. At June 30, 2000 we have an estimated $200,000 in
remaining incremental remediation costs.

                                 ALASKA ECONOMY

We offer voice and data telecommunication and video services to customers
primarily throughout Alaska. As a result of this geographic concentration,
growth of our business and of our operations depend upon economic conditions in
Alaska. The economy of Alaska is dependent upon the natural resource industries,
and in particular oil production, as well as investment earnings, tourism,
government, and United States military spending. Any deterioration in these
markets could have an adverse impact on us. Oil revenues are now the third
largest source of state revenues, following investment income and federal funds.
Alaska's investment earnings will supply 34% of the state's projected revenues
in fiscal 2001, with federal funding comprising 25% and oil revenues 27% of the
total. Much of the investment income and all of the federal funding is
restricted or dedicated for specific purposes, however, leaving oil revenues as
the primary funding source (75%) of general operating expenditures.

The volume of oil transported by the TransAlaska Oil Pipeline System ("TAPS")
over the past 20 years has been as high as 2.0 million barrels per day in fiscal
1988. Production has begun to decline in recent years and is presently down 40%
from the fiscal 1988 level, and down 25% from the fiscal 1997 level. The two
largest producers of oil in Alaska (the primary users of the TAPS) continue to
explore, develop and produce new oil fields and to enhance recovery from
existing fields to offset the decline in production from the Prudhoe Bay field.
Both companies have invested large sums of money in developing and implementing
oil recovery techniques at the Prudhoe Bay field and other nearby fields. The
state now forecasts a temporary reversal of the production rate decline and a
slight increase in the production rate in 2005. This forecasted increase is
attributed to new developments at the Alpine, Liberty and Northstar fields, as
well as new production from Prudhoe Bay and other fields.

Market prices for North Slope oil declined to below $10 per barrel in 1998, and
averaged $12.70 in fiscal 1999, well below the average price used by the state
to budget its oil related revenues. The prices have since increased to a 10-year
high of $32.30 on March 7, 2000, with a fiscal 2000 average price per barrel of
$23.27.

The July 2000 update to the state's spring 2000 forecast for fiscal 2001
forecasts the price for North Slope crude averaging $26.77 and then declining to
$22.32 in fiscal 2002 and $18.53 over the following few years. Recent higher
prices are largely due to the March 1999 OPEC agreement to cut production to
force prices higher. The OPEC agreement called for production cuts from January
1999 levels of a little more than 2 million barrels per day. At its March 27,
2000 meeting, nine of the eleven OPEC members agreed to increase production
quotas by a total of 1.452 million barrels per day. Iran did not agree to an
official quota but has been quoted as saying it would increase production
sufficient to maintain its market share. Iraq is not subject to an OPEC quota.
Based on estimates of current production, the new production quotas for the nine
members would represent about a 450,000 barrels per day increase. At its June
21, 2000 meeting, OPEC members agreed to increase production quotas by an
additional 500,000 barrels per day. History suggests that market forces lead to
lower prices when oil sells for more than $20 per barrel. What is uncertain is
when and how fast the correction will occur. The response of non-OPEC production
to higher prices is uncertain. The production policy of OPEC and its ability to
continue to act in concert represents a key uncertainty in the state's revenue
forecast.


                                       30                            (Continued)
<PAGE>
The state of Alaska maintains the Constitutional Budget Reserve Fund that is
intended to fund budgetary shortfalls. The state withdrew $256 million from the
Constitutional Budget Reserve Fund in fiscal 2000 and, based on the state's oil
price and production forecasts, and considering the state's other revenues, the
Alaska Department of Revenue expects to draw about $122 million in fiscal 2001
to balance the state's budget, down substantially from the $413 million fiscal
2001 draw expected in their spring 2000 forecast. If the state's current
projections are realized, the Constitutional Budget Reserve Fund will be
depleted in 2004. If the fund is depleted, aggressive state action will be
necessary to increase revenues and reduce spending in order to balance its
budget. The Governor of the state of Alaska and the Alaska Legislature are
pursuing cost cutting and revenue enhancing measures.

Oil companies and service providers announced cost cutting measures to offset a
portion of the declining oil revenues in 1999, resulting in a reduction of oil
industry jobs of over 1,400. Projects that are underway are reportedly not
affected by the cutbacks, however BP (previously BP Amoco) did notify state
officials that it would delay its exploration of the Genesee test site east of
Prudhoe.

Although oil prices have a substantial effect on Alaska's economy, analysts
believe that tourism, air cargo, and service sectors are strong enough to offset
a portion of the expected downturn. These industries have helped offset the
prevailing pattern of oil industry downsizing that has occurred during much of
the last several years. Two other factors that support Alaska's economy are the
healthy national economy and low inflation. Economists expect construction to
remain strong over the next few years. $1.69 billion of federal money is
expected to be distributed to the State of Alaska for highways and other
federally supported projects in fiscal 2001.

Effective March 1997, the State of Alaska passed new legislation relaxing state
oil royalties with respect to marginal oil fields that the oil companies claim
would not be economic to develop otherwise. No assurance can be given that oil
companies doing business in Alaska will be successful in discovering new fields
or further developing existing fields which are economic to develop and produce
oil with access to the pipeline or other means of transport to market, even with
the reduced level of royalties.

Should new discoveries or developments not materialize or the price of oil
return to its prior depressed levels, the long term trend of continued decline
in oil production from the Prudhoe Bay field area is inevitable with a
corresponding adverse impact on the economy of the state, in general, and on
demand for telecommunications and cable television services, and, therefore, on
us, in particular.

BP and Atlantic Richfield Company ("ARCO") announced April 13, 2000 that they
received clearance from the Federal Trade Commission for the combination of
their companies, which was completed April 18, 2000.

BP, Exxon Mobil Corporation ("ExxonMobil"), ARCO and Phillips Petroleum
("Phillips") announced April 13, 2000 that they reached an agreement to resolve
outstanding issues relating to the ownership and operation of the Prudhoe Bay
and Point Thomson Units in Alaska. The agreement reportedly is intended to
optimize operations, reduce costs and facilitate new oil and gas development in
the state of Alaska. The agreement aligns the respective equity interests of BP
Exploration (Alaska), ExxonMobil and Phillips in the Prudhoe Bay Unit, and
provides for a single operator at that unit. In addition, the agreement resolves
issues relating to North Slope preferential rights and field operatorship. The
companies stated that the agreement will not only help ensure the efficient and
long-term production of the fields, but will also facilitate future Alaska
development, including gas commercialization.

The aligned oil and gas interests among the major owners will be 26.7% for BP
Exploration (Alaska), 36.8% for ExxonMobil and 36.5% for Phillips. BP
Exploration (Alaska), current operator of the Western Operating Area in the
Prudhoe Bay Unit, will become the single operator. ExxonMobil and BP Exploration
(Alaska) Inc. have also agreed to work towards alignment in the Point Thomson
field area with respective interests of 45% for BP Exploration and 55% for
ExxonMobil.


                                       31                            (Continued)
<PAGE>
Phillips became a major new operator of the North Slope Kuparuk and Alpine
fields, following Federal Trade Commission approval and final closing of the
ARCO Alaska acquisition August 1, 2000.

We have, since our entry into the telecommunication marketplace, aggressively
marketed our services to seek a larger share of the available market. The
customer base in Alaska is limited, however, with a population of approximately
620,000 people. 42% of the State's population are located in the Anchorage area,
14% are located in the Fairbanks area, 5% are located in the Juneau area, and
the rest are spread out over the vast reaches of Alaska. No assurance can be
given that the driving forces in the Alaska economy, and in particular, oil
production, will continue at levels to provide an environment for expanded
economic activity.

No assurance can be given that oil companies doing business in Alaska will be
successful in discovering new fields or further developing existing fields which
are economic to develop and produce oil with access to the pipeline or other
means of transport to market, even with the reduced level of royalties. We are
not able to predict the effect of changes in the price and production volumes of
North Slope oil or the acquisition of ARCO by BP and Phillips on Alaska's
economy or on us.

                                   SEASONALITY

Long-distance revenues have historically been highest in the summer months as a
result of temporary population increases attributable to tourism and increased
seasonal economic activity such as construction, commercial fishing, and oil and
gas activities. Cable television revenues, on the other hand, are higher in the
winter months because consumers tend to watch more television, and spend more
time at home, during these months. Our local access services revenues are not
expected to exhibit significant seasonality. Our Internet access services are
expected to reflect seasonality trends similar to the cable television segment.
Our ability to implement construction projects is reduced during the winter
months because of cold temperatures, snow and short daylight hours.

                                    INFLATION

We do not believe that inflation has a significant effect on our operations.


                                       32
<PAGE>
PART I.
ITEM 3.  QUANTITATIVE AND QUALITIATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various types of market risk in the normal course of business,
including the impact of interest rate changes. We do not hold derivatives for
trading purposes.

Our Senior Holdings Loan carries interest rate risk. Amounts borrowed under this
Agreement bear interest at either Libor plus 1.0% to 2.5%, depending on the
leverage ratio of Holdings and certain of its subsidiaries, or at the greater of
the prime rate or the federal funds effective rate (as defined) plus 0.05%, in
each case plus an additional 0.0% to 1.375%, depending on the leverage ratio of
Holdings and certain of its subsidiaries. Should the Libor rate, the lenders'
base rate or the leverage ratios change, our interest expense will increase or
decrease accordingly. As of June 30, 2000, we have borrowed $77.7 million
subject to interest rate risk. On this amount, a 1% increase in the interest
rate would cost us $777,000 in additional gross interest cost on an annualized
basis.

Our Fiber Facility carries interest rate risk. Amounts borrowed under this
Agreement bear interest at either Libor plus 3.0%, or at our choice, the
lender's prime rate plus 1.75%. The interest rate will decline to Libor plus
2.5%-2.75%, or at our choice, the lender's prime rate plus 1.25%-1.5% after the
project completion date and when the loan balance is $60,000,000 or less. Should
the Libor rate, the lenders' base rate or the leverage ratios change, our
interest expense will increase or decrease accordingly. As of June 30, 2000, we
have borrowed $71.7 million subject to interest rate risk. On this amount, a 1%
increase in the interest rate would cost us $717,000 in additional gross
interest cost on an annualized basis.

Our Satellite Transponder Capital Lease carries interest rate risk. Amounts
borrowed under this Agreement bear interest at Libor plus 3.25%. Should the
Libor rate change, our interest expense will increase or decrease accordingly.
As of June 30, 2000, we have borrowed $48.2 million subject to interest rate
risk. On this amount, a 1% increase in the interest rate would cost us $482,000
in additional gross interest cost on an annualized basis.

PART II.   OTHER INFORMATION
ITEM 1.    LEGAL PROCEEDINGS

Information regarding pending legal proceedings to which we are a party is
included in Note 4 of Notes to Interim Condensed Consolidated Financial
Statements and is incorporated herein by reference.

ITEM 6.         EXHIBITS AND REPORTS ON FORM 8-K

                (a)  Exhibits:

                     Exhibit 10.82 - Lease Intended for Security between GCI
                          Satellite Co., Inc. and General Electric Capital
                          Corporation *

                     Exhibit 27 - Financial Data Schedule *

                (b)  Reports on Form 8-K filed during the quarter ended
                     June 30, 2000 - None


                ---------------------
                * Filed herewith.


                                       33
<PAGE>
<TABLE>
                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                                   GCI, INC.
<CAPTION>
                 Signature                                    Title                                 Date
--------------------------------------      ------------------------------------------       -------------------
<S>                                         <C>                                                <C>

/s/                                         President and Director                             August 10, 2000
--------------------------------------      (Principal Executive Officer)                    -------------------
Ronald A. Duncan

/s/                                         Vice President and Director                        August 10, 2000
--------------------------------------                                                       -------------------
G. Wilson Hughes

/s/                                         Secretary, Treasurer and Director                  August 10, 2000
--------------------------------------      (Principal Financial and Accounting              -------------------
John M. Lowber                              Officer)
</TABLE>

                                       34