EXHIBIT 4.3.8A







                             SHAREHOLDER RESOLUTION


         RESOLVED,  that the  amendment  to the Revised  1986 Stock  Option Plan
         ("Stock  Option  Plan") of  General  Communication,  Inc.  ("Company"),
         adopted by the board of  directors  of the  Company at its  February 6,
         1997  meeting,  is  hereby  approved  and  otherwise  ratified  by  the
         shareholders  of the Company  where such  amendment  is to increase the
         number of shares  authorized  and allocated to the Stock Option Plan by
         2.5 million  shares of Class A common  stock,  i.e.,  to  increase  the
         number of such shares from 3.2 million to 5.7 million shares of Class A
         common stock.






Registration Statement (S-8) Amendment No. 2
GCI Stock Option Plan
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