EXHIBIT 2.3

                                     Waiver


         Reference  is  made  to  that  certain  Securities  Purchase  and  Sale
Agreement dated May 2, 1996, as amended (the "Agreement"), among GCI Cable, Inc.
(as assignee of General Communication, Inc.)("Buyer"), Prime II Management, L.P.
and the "Sellers" named therein.  Capitalized  terms used in this Waiver and not
otherwise defined shall have the meanings ascribed to them in the Agreement.

         Section 9.5 of the Agreement provides that it is a condition  precedent
to  Buyer's  obligation  to  consummate  the  transactions  contemplated  by the
Agreement that as of the Closing Date, the combined outstanding subordinated and
senior debt for the Company shall not exceed  $108,000,000  in the aggregate (i)
less any positive  working capital balance or plus any working capital  deficit,
as the case may be,  calculated  without  regard to the current  portion of long
term debt, (ii) excluding the Profit  Participation  Obligation,  and (iii) plus
indebtedness in an amount equal to the sum of (X) the Prime Upgrade Expense, (Y)
the aggregate  amount of any Prime Cap-Ex Excess  excluding any  expenditures on
the Alaska System  Upgrade  (including in such excluded  expenditures  the Prime
Upgrade  Expense),  and (Z) the Prime Cash Flow  Shortfall  (the  "Company  Debt
Limit"). The Company has exceeded the Company Debt Limit by $66,000.

         Section 11.3 of the Agreement provides that it is a condition precedent
to Buyer's and Sellers' obligations to consummate the transactions  contemplated
by the Agreement that all "Required  Consents"  identified on Schedules 4 and 16
to the  Agreement  as  "Material  Required  Consents,"  or waivers  thereof,  be
obtained.  Buyer and Seller  acknowledge that the consent referenced as item D.2
(the  "Military  Base  Consent")  on  Schedule  4 to the  Agreement  will not be
obtained prior to the Final Closing.

         Buyer hereby waives the failure of the Buyer's closing  condition under
Section  9.5 of the  Agreement,  and Buyer and  Sellers  hereby each waive their
mutual closing condition under Section 11.3 of the Agreement with respect to the
Military  Base  Consent,  to have been met as of the Final  Closing and agree to
proceed with the consummation of the transactions contemplated by the Agreement.

         Dated to be effective as of October 31, 1996.

                                 BUYER:

                                 GCI Cable, Inc.

                                 By: /s/
                                     John Lowber
                                     Secretary



                                          General Communication, Inc. - Form 8-K
                                                                         Page 33
                                 SELLERS:

                                 PRIME  VENTURE I  HOLDINGS,  L.P.,  PRIME CABLE
                                 GROWTH  PARTNERS,  L.P.,  PRIME  CABLE  LIMITED
                                 PARTNERSHIP,  BANCBOSTON  CAPITAL,  INC., FIRST
                                 CHICAGO   INVESTMENT    CORPORATION,    MADISON
                                 DEARBORN  PARTNERS V, PRIME  VENTURE II,  L.P.,
                                 AUSTIN  VENTURES,  L.P.,  WILLIAM BLAIR VENTURE
                                 PARTNERS  III LIMITED  PARTNERSHIP,  CENTENNIAL
                                 FUND II, L.P.,  CENTENNIAL  FUND III, L.P., and
                                 CENTENNIAL BUSINESS  DEVELOPMENT FUND, LTD., by
                                 Prime  II  Management,  L.P.  as  Sellers'Agent
                                 pursuant to Section 19.13 of the Agreement

                                 Prime II Management L.P.

                                 By: Prime II Management, Inc.
                                 Its: General Partner


                                 By: /s/
                                 Name: Rudolph H. Green
                                 Title: Vice President

         Agreed to and Acknowledged:

         GENERAL COMMUNICATION, INC.


         By:  /s/
              John M. Lowber, Senior Vice President



                                          General Communication, Inc. - Form 8-K
                                                                         Page 34


and

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


         By: /s/
         Name: Rudolph H. Green
         Title: Vice President



                                          General Communication, Inc. - Form 8-K
                                                                         Page 35