Exhibit 10.119



                              AMENDMENT NO. 1, (this "Amendment") dated as of
                              February 2, 2004 to the Credit, Guaranty, Security
                              and Pledge Agreement dated as of October 30, 2003
                              (the "Credit Agreement") among GCI HOLDINGS, INC.,
                              an Alaska corporation (the "Borrower"), the
                              guarantors referred to therein (the "Guarantors"),
                              the lenders referred to therein (the "Lenders"),
                              CREDIT LYONNAIS NEW YORK BRANCH, as administrative
                              agent for the Lenders, issuing bank, co-bookrunner
                              and co-arranger (the "Administrative Agent),
                              GENERAL ELECTRIC CAPITAL CORPORATION, as
                              documentation agent, co-arranger and co-bookrunner
                              and CIT LENDING SERVICES CORPORATION, as
                              syndication agent.


                             INTRODUCTORY STATEMENT

                  All capitalized terms not otherwise defined in this Amendment
are used herein as defined in the Credit Agreement.

                  The Borrower has requested that the Credit Agreement be
amended to modify certain provisions thereof as hereinafter set forth.

                  SECTION 1. Amendment to the Credit Agreement. Subject to the
provisions of Section 2 hereof, the Credit Agreement is hereby amended,
effective on the Amendment No. 1 Effective Date (such term being used herein as
defined in Section 2 hereof), as follows:


         (a) The following new definitions are hereby added to Article 1 of the
Credit Agreement:

         "'1997 Senior Notes' means those certain $180,000,000 9-3/4% Senior
         Notes due 2007 issued by GCII pursuant to and in accordance with the
         Indenture."

         "'2004 Senior Notes' means, provided that any prepayment required by
         Section 6.1(b) is made, those certain notes to be issued by GCI or GCII
         in February 2004 in a principal amount not to exceed $250,000,000 in
         the aggregate with a maturity date no earlier than twelve (12) months
         beyond the maturity of the 1997 Senior Notes and on terms no more
         restrictive than the 1997 Senior Notes."

         (b) The definition of "Indenture" appearing in Article 1 of the Credit
Agreement is hereby amended by adding the following to the end thereof:
"including, without limitation, any refinancing thereof in accordance with
Section 6.1(b)".
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         (c) The definition of "Senior Notes" appearing in Article 1 of the
Credit Agreement is hereby amended by adding the following to the end thereof:
"as the same may be amended, renewed or refinanced from time to time in
accordance with Section 6.1(b) hereof. For the avoidance of doubt, the term
"Senior Notes" shall include the 2004 Senior Notes."

         (d) The definition of "Successful Senior Note Transaction" appearing in
Article 1 of the Credit Agreement is hereby amended by (i) replacing each
occurrence of the term "Senior Notes" with the term "1997 Senior Notes" and (ii)
adding the following sentence to the end thereof: "For avoidance of doubt, the
term "Successful Senior Note Transaction" shall include the refinancing of the
1997 Senior Notes from the proceeds of the 2004 Senior Notes in accordance with
Section 6.1(b) hereof."

         (e) Section 6.1(b) of the Credit Agreement is hereby amended by adding
the following phrase after the proviso appearing at the end thereof:

         "; provided, further, that Indebtedness issued to refinance outstanding
         1997 Senior Notes that otherwise complies with the foregoing may be in
         an aggregate face amount greater than such outstanding 1997 Senior
         Notes, if and only if the Borrower prepays Term Loans in an amount
         equal to the difference between the proceeds of such offering (net of
         reasonable and customary transaction costs payable by GCII in
         connection therewith) minus the redemption price of the refinanced 1997
         Senior Notes with any such prepayment of Term Loans to be applied to
         the installments of Term Loans payable pursuant to Section 2.4(b) in
         the order of maturity thereof, except that up to $10,000,000 of such
         prepayment may instead be applied to prepay outstanding Revolving Loans
         if and only if the aggregate principal amount of the 2004 Senior Notes
         equals at least $230,000,000."

         (f) Section 6.5 of the Credit Agreement is hereby amended by deleting
the word "and" before clause (d) and adding the following phrase at the end
thereof: "and (e) repayments of Indebtedness made in connection with a
refinancing undertaken pursuant to Section 6.1(b) hereof."

                  SECTION 2. Conditions to Effectiveness. The effectiveness of
this Amendment is subject to the satisfaction in full of the following
conditions precedent (the first date on which all such conditions have been
satisfied being herein referred to as the "Amendment No. 1 Effective Date"):

         (a) the Administrative Agent shall have received executed counterparts
of this Amendment, which, when taken together, bear the signatures of the
Borrower, the Guarantors, the Administrative Agent and the Required Lenders; and

         (b) all legal matters in connection with this Amendment shall be
reasonably satisfactory to Morgan, Lewis & Bockius LLP, counsel for the
Administrative Agent.

                  SECTION 3. Representations and Warranties. The Borrower hereby
represents and warrants to the Lenders that:

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         (a) after giving effect to this Amendment, the representations and
warranties contained in Article 3 of the Credit Agreement and in the other
Fundamental Documents are true and correct in all material respects on and as of
the date hereof as if such representations and warranties had been made on and
as of the date hereof (except to the extent such representations and warranties
expressly relate to an earlier date); and

         (b) after giving effect to this Amendment, the Borrower is in
compliance with all the terms and provisions set forth in the Credit Agreement
and the other Fundamental Documents and no Default or Event of Default has
occurred or is continuing under the Credit Agreement.

                  SECTION 4. Full Force and Effect.

         (a) Except as expressly set forth herein, this Amendment does not
constitute a waiver or modification of the Credit Agreement or any Fundamental
Document, nor a waiver of any Default or Event of Default, in either case
whether or not known to the Agents.

         (b) Except as expressly amended hereby, the Credit Agreement and each
Fundamental Document shall continue in full force and effect in accordance with
the respective provisions thereof on the date hereof.

         (c) As used in the Credit Agreement, the terms "Credit Agreement",
"this Agreement", "herein", "hereafter", "hereto", "hereof", and words of
similar import, shall, unless the context otherwise requires, mean the Credit
Agreement as amended by this Amendment. References to the terms "Agreement" or
"Credit Agreement" appearing in the Exhibits or Schedules to the Credit
Agreement, shall, unless the context otherwise requires, mean the Credit
Agreement as amended by this Amendment.

                  SECTION 5. Applicable Law. This Amendment shall be governed
by, and construed in accordance with, the laws of the State of New York which
are applicable to contracts made and to be performed wholly within the State of
New York.

                  SECTION 6. Counterparts. This Amendment may be executed in two
or more counterparts, each of which shall constitute an original, but all of
which when taken together shall constitute but one instrument.

                  SECTION 7. Expenses. The Borrower agrees to pay all reasonable
out-of-pocket expenses incurred by the Administrative Agent in connection with
the preparation, execution and delivery of this Amendment and any other
documentation contemplated hereby, including, but not limited to, the reasonable
fees and disbursements of counsel retained by Administrative Agent.

                  SECTION 8. Headings. The headings of this Amendment are for
the purposes of reference only and shall not affect the construction of, or be
taken into consideration in interpreting, this Amendment.

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                  IN WITNESS WHEREOF, the parties hereto have caused this Credit
Agreement to be duly executed as of the day and the year first written.

                                  BORROWER:

                                  GCI HOLDINGS, INC.

                                  By /s/
                                  Name: John M. Lowber
                                  Title: Senior Vice President and Chief
                                         Financial Officer

                                  GUARANTORS:

                                  FIBER HOLD CO., INC.
                                  GCI CABLE, INC.
                                  GCI COMMUNICATION CORP.
                                  GCI FIBER CO., INC.
                                  GCI FIBER COMMUNICATION CO., INC.
                                  GCI, INC.
                                  POTTER VIEW DEVELOPMENT CO., INC.
                                  WOK 1, INC.
                                  WOK 2, INC.


                                  By /s/
                                  Name: John M. Lowber
                                  Title: Secretary/Treasurer

                                  ALASKA UNITED FIBER SYSTEM PARTNERSHIP

                                  By: GCI Fiber Co., Inc., its general partner


                                  By /s/
                                  Name: John M. Lowber
                                  Title: Secretary/Treasurer

                                  By: Fiber Hold Co., Inc., its general partner


                                  By /s/
                                  Name: John M. Lowber
                                  Title: Secretary/Treasurer
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                                  LENDERS:

                                  CREDIT LYONNAIS NEW YORK BRANCH
                                  individually and as Administrative Agent,
                                  Issuing Bank, Co-Bookrunner and Co-Arranger


                                  By /s/
                                  Name: Jeremy Horn
                                  Title: Vice President



                                  GENERAL ELECTRIC CAPITAL
                                  CORPORATION, individually and as Documentation
                                  Agent, Co-Arranger and Co-Bookrunner


                                  By /s/
                                  Name: Bhupesh Gupta
                                  Title: Duly Authorized Signatory



                                  CIT LENDING SERVICES CORPORATION,
                                  individually and as Syndication Agent


                                  By /s/
                                  Name: Michael V. Monahan
                                  Title: Vice President