AMENDMENT NUMBER 6 TO THE

                    REVISED QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
                                          OF
                             GENERAL COMMUNICATION, INC.


    THIS AMENDMENT is made this _____ day of ________________, 1997, by General
Communication, Inc., a corporation having its principal place of business in
Anchorage, Alaska (the "Company").

                                       RECITALS

    A.   The Company entered into and executed the Revised Qualified Employee
Stock Purchase Plan of General Communication, Inc. effective January 1, 1989,
and has previously amended such plan (the "Plan").

    B.   Section 11.6 of the Plan provides in part as follows:

    "At any time the Company may amend this Plan and Trust by action of
    its Board of Directors . . . ."

    C. The Company now desires to amend the Plan.

                                      AMENDMENT

    NOW THEREFORE, the Company does amend the Plan as follows:

    1.   SECTION 10.1(d) OF THE PLAN HEREBY IS AMENDED BY THE ADDITION OF A NEW
         PARAGRAPH (IX) WHICH WILL READ IN ITS ENTIRETY AS FOLLOWS:

    10.1(d)(ix)    SPECIAL 1997 PARTICIPANT ELECTION REGARDING QUALIFYING
    EMPLOYER SECURITIES:  Effective from January 27, 1997, until August
    31, 1997, and only in connection with the public offering of common
    stock of General Communications, Inc. that occurs during 1997 (the
    "1997 Public Offering"), each Participant will be permitted to make a
    one-time election to sell up to 50% of the Qualifying Employer
    Securities held in such Participant's Account (including but not
    limited to the Participant's elective deferral account and Company
    contributions account).  The election to sell such Qualifying Employer
    Securities shall be made pursuant to procedures promulgated by the
    Committee, which will be applied in a uniform and nondiscriminatory
    manner.  The sale price for such Qualifying Employer Securities will
    be that price at which such common stock is offered to the general
    public during the 1997 Public Offering.  The



    proceeds from the sale of such Qualifying Employer Securities thereafter
    may be invested as directed by such Participant pursuant to the provisions
    of this Section 10.1, disregarding Section 10.1(d)(ii) to the extent
    applicable to the Participant's special one-time election.  Participant
    Accounts which remain invested in Qualifying Employer Securities after the
    1997 Public Offering and any new investments in Qualifying Employer
    Securities (other than those described in the following sentence) will
    remain subject to the restriction on such investments provided in Section
    10.1(d)(vi).  Notwithstanding the foregoing and restrictions provided in
    Section 10.1(d)(vi), the proceeds of any sale of Qualifying Employer
    Securities pursuant to this subjection (ix) may be reinvested in Qualifying
    Employer Securities, and such restrictions will not apply to any such
    reinvestment or successive investment of such proceeds in Qualifying
    Employer Securities.

    2.   SECTION 10.1(d)(i) OF THE PLAN HEREBY IS DELETED IN ITS ENTIRETY AND
         REPLACED BY THE ADDITION OF A NEW PARAGRAPH AS FOLLOWS:

    10.1(d)(i)  GENERAL RULES.  Effective January 1, 1995, or such later date
    as determined by the Plan Committee, in accordance with rules established
    by the Plan Committee, each Participant shall have the right to designate
    the investment of his Account attributable to salary reduction
    contributions, voluntary contributions and rollover contributions and
    transfers made to the Plan after such date, as provided below.


    3.   Any inconsistent provisions of the Plan shall be read consistent with
         this Amendment.

    4.   Except as amended above, the Company hereby affirms and readopts each
         and every other provision of the plan and trust.

    5.   Except as otherwise provided above, the effective date of this
         Amendment shall be May 1, 1997.


                                         -2-

    IN WITNESS WHEREOF, General Communication, Inc. has executed this Amendment
by its duly authorized officers as of the _____ day of _________________, 1997.


                                       GENERAL COMMUNICATION, INC.



ATTEST:                                By:________________________________
                                                      President

By:_____________________________
    Secretary

                                         -3-