THIRD AMENDMENT TO
                       CONTRACT FOR ALASKA ACCESS SERVICES

This Third  AMENDMENT to the CONTRACT FOR ALASKA  ACCESS  SERVICES is made as of
this 27th day of February,  1998, between GENERAL  COMMUNICATIONS,  INC. and its
wholly owned subsidiary GCI COMMUNICATION CORP., an Alaska corporation (together
"GCI") with  offices  located at 2550 Denali  Street,  Suite,  1000,  Anchorage,
Alaska 99503-2781,  and MCI TELECOMMUNICATIONS  CORPORATION ("MCI") with offices
located at 1801 Pennsylvania Avenue, N.W., Washington, DC 20006.

WHEREAS,  GCI and MCI  entered  into a  contract  for  ALASKA  ACCESS  SERVICES,
effective as of January 1, 1993 and

WHEREAS, GCI and MCI desire to amend the Contract,

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, GCI and MCI agree as follows:


1.  Paragraph  2. B. (2) of the  contract  shall be  deleted  and the  following
    inserted in its place:

         (2) ********  (except for  ********)  shall be charged at the following
             rates per minute in the appropriate periods:

              Date                              Rate in Dollars
              ----                              ---------------
         March 1, 1998                               ********
         January 1, 1999                             ********
         January 1, 2000 & thereafter                ********

There shall be no time of day discount.  ******** shall pay the ********  access
and Alascom interchange charges for ********.

Any query charges associated with the routing of ********  will be  passed on to
********.



[CERTAIN  INFORMATION  HAS BEEN REDACTED  FROM THIS  DOCUMENT  WHICH THE COMPANY
DESIRES TO KEEP UNDISCLOSED AND A COPY OF THE UNREDACTED DOCUMENT HAS BEEN FILED
DEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
2. All other terms and  conditions  of the  Contract  remain  unchanged  by this
Amendment and are in full force and effect.

3. This Amendment will be effective on March 1, 1998

4. This  Amendment  together with the Contract is the complete  agreement of the
parties and supersedes all other prior contracts and representations  concerning
its subject matter. Any further amendments must be in writing and signed by both
parties.




IN WITNESS  WHEREOF,  the parties hereto each acting with proper  authority have
executed this Amendment on the date indicated below.

MCI COMMUNICATIONS COMPANY


By: /s/ 

Printed Name:  Donald T. Lynch

Title:  Senior Vice President


GCI COMMUNICATION CORPORATION

By:  /s/

Printed Name:  Richard Westlund

Title:  V.P. Carrier Relations