SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                
                          Schedule 13D
                                
            Under the Securities Exchange Act of 1934
                       (Amendment No. 2)*
                                
                   General Communication, Inc.
                        (Name of Issuer)
                                
               Class B Common Stock, no par value
               ----------------------------------
                 (Title of Class of Securities)
                                
                           369385 20 8
                           -----------
                         (CUSIP Number)
                                
  Stephen M. Brett, Esq., Executive Vice President and General Counsel,
                    Tele-Communications, Inc.
 Terrace Tower II, 5619 DTC Parkway, Englewood, CO  80111, (303-267-5500)
          (Name, Address and Telephone Number of Person
        Authorized to Receive Notices and Communications)
                                
                        October 31, 1996
                        ----------------
              (Date of Event which Requires Filing
                       of this Statement)
                                
If the filing person has previously filed a statement on Schedule
13G  to  report  the  acquisition which is the  subject  of  this
Schedule  13D, and is filing this schedule because of  Rule  13d-
1(b) (3) or (4), check the following box: [  ].

Check  the  following  box  if a fee  is  being  paid  with  this
statement  [   ].  (A fee is not required only if  the  reporting
person:    (1)  has  a  previous  statement  on  file   reporting
beneficial  ownership of more than five percent of the  class  of
securities  described in Item 1; and (2) has filed  no  amendment
subsequent  thereto reporting beneficial ownership of  less  than
five percent of such class.) (See Rule 13d-7.)

Note:   Six  copies  of this statement, including  all  exhibits,
should be filed with the Commission.  See Rule 13d-1(a) for other
parties to whom copies are to be sent.

*The  remainder  of this cover page shall be  filled  out  for  a
reporting  person's initial filing on this form with  respect  to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided  in
a prior cover page.

The  information  required on the remainder of  this  cover  page
shall  not be deemed to be "filed" for the purpose of Section  18
of  the  Securities  Exchange Act of  1934  ("Exchange  Act")  or
otherwise subject to the liabilities of that section of  the  Act
but shall be subject to all other provisions of the Act (however,
see the Notes).




                  Exhibit Index is on Page 13


Cusip No. 369385 20 8

- -----------------------------------------------------------------------
          (1)    Names of Reporting Persons S.S. or I.R.S.
                 Identification Nos. of Above Persons

                 TELE-COMMUNICATIONS, INC.
                 84 - 1260157

- -----------------------------------------------------------------------
          (2)  Check the Appropriate Box if a Member of a Group
                                                  (a)  [ ]
                                                  (b)  [X]

- -----------------------------------------------------------------------
          (3)  SEC Use Only

- -----------------------------------------------------------------------
          (4)  Source of Funds
               AF

- -----------------------------------------------------------------------
          (5)  Check if Disclosure of Legal Proceedings is Required    
               Pursuant to Items 2(d) or 2(e)
                                        [ ]

- -----------------------------------------------------------------------
          (6)  Citizenship or Place of Organization
               Delaware

- -----------------------------------------------------------------------
 Number of     (7)  Sole Voting Power             590,043 Shares
Shares Bene-        ---------------------------------------------------
  ficially     (8)  Shared Voting Power           0 Shares
 Owned by           ---------------------------------------------------
Each Report-   (9)  Sole Dispositive Power        590,043 Shares
 ing Person         ---------------------------------------------------
   With       (10)  Shared Dispositive Power      0 Shares

- -----------------------------------------------------------------------
        (11)   Aggregate  Amount  Beneficially  Owned  by  Each
               Reporting Person

                    590,043 Shares

- -----------------------------------------------------------------------
        (12)   Check if the Aggregate Amount in Row (11) Excludes
               Certain Shares            [ ]

- -----------------------------------------------------------------------
        (13)   Percent of Class Represented by Amount in Row (11)

                    14.5%

- -----------------------------------------------------------------------
        (14)   Type of Reporting Person

                    HC, CO
                                
                                2

Cusip No. 369385 20 8

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                          SCHEDULE 13D
                        (Amendment No. 2)
                                
                          Statement of
                                
                    TELE-COMMUNICATIONS, INC.
                                
                Pursuant to Section 13(d) of the
                 Securities Exchange Act of 1934
                                
                          in respect of
                                
                   GENERAL COMMUNICATION, INC.
                  (Commission File No. 0-15279)
                                

ITEM 1.        Security and Issuer
               -------------------
            Tele-Communications,  Inc.,  a  Delaware  corporation
("TCI"),  hereby amends and supplements its Statement on Schedule
13D  (the "Statement"), with respect to the Class B Common Stock,
no   par   value  (the  "Class  B  Common  Stock"),  of   General
Communication,  Inc.,  an  Alaska  corporation  ("GCI").    GCI's
principal  executive offices are located at 2550  Denali  Street,
Suite  1000, Anchorage, Alaska 95503.  Pursuant to Rule  13d-2(c)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), this Amendment No. 2 also restates the Statement and  each
subsequent amendment.


ITEM 2.   Identity and Background
          -----------------------

           This  Amendment  No. 2 is being  filed  by  TCI  whose
principal  business  address  is  5619  DTC  Parkway,  Englewood,
Colorado 80111.

           TCI,  through  its  subsidiaries  and  affiliates,  is
principally engaged in the construction, acquisition,  ownership,
and  operation of cable television systems and the  provision  of
satellite-delivered  video entertainment,  information  and  home
shopping  programming  services  to  various  video  distribution
media,  principally  cable  television  systems.   TCI  also  has
investments  in  cable  and  telecommunications  operations   and
television programming in certain international markets  as  well
as  investments  in  companies and  joint  ventures  involved  in
developing  and  providing programming  for  new  television  and
telecommunications  technologies.  TCI is a Delaware  corporation
and was incorporated in 1994.  TCI Communications, Inc. ("TCIC"),
a  majority  owned  subsidiary of TCI, and its predecessors  have
been  engaged  in the cable television business since  the  early
1950's.   Prior to August 1994, TCI was named TCI/Liberty Holding
Company and TCIC was named Tele-Communications, Inc.

           Schedule  1 attached to this Amendment No.  2  to  the
Statement  contains  the  following information  concerning  each
director,  executive officer or controlling person of  TCI:   (i)
name and residence or business address, (ii) principal occupation
or employment; and (iii) the name, principal business and address
of

any corporation or other organization in which such employment is
conducted.   Schedule 1 is incorporated herein by  reference  and
replaces the Schedule previously filed with the Statement.

                                3

Cusip No. 369385 20 8

           To the knowledge of TCI, each of the persons named  on
Schedule 1 (the "Schedule 1 Persons") is a United States citizen.
During the last five years, neither TCI nor any of the Schedule 1
Persons  (to  the  knowledge of TCI)  has  been  convicted  in  a
criminal  proceeding  (excluding traffic  violations  or  similar
misdemeanors).  During the last five years, neither TCI  nor  any
of  the  Schedule 1 Persons (to the knowledge of TCI) has been  a
party to a civil proceeding of a judicial or administrative  body
of competent jurisdiction and, as a result of such proceeding, is
or  was  subject  to a judgment, decree or final order  enjoining
future  violations  of,  or prohibiting or  mandating  activities
subject  to,  federal  or state securities laws  or  finding  any
violation with respect to such laws.

August 1994 Business Combination
- --------------------------------

           On August 4, 1994, at Special Meetings of Stockholders
of TCIC and Liberty Media Corporation ("LMC"), there was approved
and  adopted an Agreement and Plan of Merger, dated as of January
27, 1994, as amended, which provided for, among other things, the
business  combination of TCIC and LMC resulting in the  companies
becoming   wholly  owned  subsidiaries  of  TCI  (the   "Business
Combination").   The  Business Combination  became  effective  on
August 4, 1994 upon certain filings with state authorities.  Upon
the  effectiveness of the Business Combination,  TCI  became  the
indirect  beneficial  owner of all of the Class  B  Common  Stock
owned by TCIC.

           The  foregoing summary of the Business Combination  is
qualified  in  its entirety by reference to the  complete  terms,
provisions  and  conditions  thereof  set  forth  in  the   Proxy
Statement of LMC and TCIC and the Prospectus of TCI filed on June
23,  1994  (the "Proxy Statement/Prospectus") by such parties  as
part  of Registration Statement on Form S-4 (No. 33-54263).   The
Registration   Statement  and  Proxy  Statement/Prospectus   were
incorporated  herein by reference and were so filed  herewith  as
Exhibit A in the original Schedule 13D.


ITEM 3.    Source and Amount of Funds or Other Consideration
           -------------------------------------------------

           TCI  currently beneficially owns, directly and through
certain of its subsidiaries, 590,043 shares of the Class B Common
Stock.   The  Class B Common Stock was acquired in  the  Business
Combination.  In addition, a subsidiary of TCI, by virtue of  the
execution  of  a Voting Agreement, dated as of October  31,  1996
(described  more fully below), may be deemed to be the beneficial
owner  of  the Class A Common Stock of GCI (the "Class  A  Common
Stock")  and the Class B Common Stock owned by the other  parties
to  such  Voting Agreement.  In the aggregate, TCI and the  other
parties  to  the  Voting  Agreement beneficially  own  23,160,664
shares  of the Class A Common Stock and the Class B Common  Stock
(including  convertible  securities).   TCI  expressly  disclaims
beneficial ownership of such shares owned by the other parties to
the  Voting  Agreement  other than for the limited  purposes  set
forth in the Voting Agreement.

Acquisition Pursuant to the Business Combination
- ------------------------------------------------

           In  connection with the Business Combination described
in  Item  2 above, TCI acquired indirect beneficial ownership  of
590,043  shares  of the Class B Common Stock.  The  consideration
for  the  acquisition  of  such Class  B  Common  Stock  was  the
consideration  given  in  the  Business  Combination   which   is
described in the Proxy  Statement/Prospectus  under  the  heading   
"THE   MERGER AGREEMENT -- Consideration   to  be Received in the 
Mergers".

                                4
                                
Cusip No. 369385 20 8


The Voting Agreement
- --------------------

           The  following  summary  of the  Voting  Agreement  is
qualified  in  its entirety by reference to the  complete  terms,
provisions  and  conditions of the Voting Agreement,  a  copy  of
which is attached hereto as Exhibit B.

           An  indirect subsidiary of TCI is a party to a  Voting
Agreement, dated as of October 31, 1996 (the "Voting Agreement"),
with  the  following persons (collectively, the "Voting Agreement
Parties"):   (i) Prime Growth Partners, L.P., a Delaware  limited
partnership  ("Prime Growth"), (ii) Prime Venture I Holdings,  L.
P.  ("Prime Holdings"); (iii) Prime Cable Limited Partnership,  a
Delaware  limited  partnership ("PCLP"), (iv) Prime  Venture  II,
L.P.,  a  Delaware  limited partnership ("PVII"),  (v)  Prime  II
Management,  L.P., a Delaware limited partnership ("PIIM"),  (vi)
Austin  Ventures,  L.P.  ("AVLP"), (vii)  William  Blair  Venture
Partners  III  Limited Partnership ("Blair"),  (viii)  Centennial
Fund  III,  L.P.  ("Centennial"), (ix) BancBoston  Capital,  Inc.
("BBCI"),  (x)  First  Chicago  Investment  Corporation   ("First
Chicago"),  (xi) Madison Dearborn Partners V ("MDP"),  (xii)  MCI
Telecommunications Corporation ("MCI") (xiii) Ronald  A.  Duncan,
and  (xiv) Robert M. Walp.  The following persons are hereinafter
defined  as  the  "Prime Group":  Prime Growth,  Prime  Holdings,
PVII,  PCLP,  PIIM, AVLP, Blair, Centennial, BBCI, First  Chicago
and MDP.

           The Voting Agreement governs the voting of the Class B
Common  Stock  and the Class A Common Stock owned by  the  Voting
Agreement Parties.  The Class B Common Stock owned by certain  of
the  Voting Agreement Parties is convertible on a share for share
basis into Class A Common Stock at any time at the option of  the
owner  of  the Class B Common Stock.  In addition,  the  Class  B
Common  Stock  receives  10 votes per share  in  voting  on  most
matters  and  votes  as a single class with the  Class  A  Common
Stock.

           The  Voting  Agreement requires the  Voting  Agreement
Parties,  to  the  full  extent  possible,  to  cause  the   full
membership of the GCI board of directors to be maintained at  not
less  than  eight directors.  The Voting Agreement provides  that
all  of the shares subject to the Voting Agreement will be  voted
as  one block for so long as the full membership on the GCI board
is  a  least eight and will be voted for the election to the  GCI
board of individuals recommended by the Voting Agreement Parties.
The  allocation of recommendations for positions on the GCI board
made  by  the  Voting Agreement Parties is as follows:   (i)  for
recommendations  from MCI, two nominees, (ii) for recommendations
from  Messrs.  Duncan  and  Walp, one  nominee  each,  (iii)  for
recommendations   from   TCI,  two   nominees,   and   (iv)   for
recommendations from the Prime Group (through PIIM), two nominees
(except as provided in the next sentence).  To have the right  to
nominate  two  nominees to the GCI board, the  Prime  Group  must
satisfy the following conditions: (i) the Prime Group (and  their
distributees who agree in writing to be bound by the terms of the
Voting  Agreement)  collectively own at least  10%  of  the  then
issued  and outstanding shares of Class A Common Stock  and  (ii)
the  management  agreement  entered into  between  PIIM  and  the
Company  ("Prime  Management Agreement") is  in  full  force  and
effect.  However, if either of these conditions pertaining to the
Prime  Group  is not satisfied, then the Prime Group  (and  their
distributees who elect in writing to be bound thereby) are to  be
entitled  to  recommend only one nominee.  If  neither  of  these
conditions pertaining to the Prime Group are met, the Prime Group
shall  not be entitled to recommend any nominee pursuant  to  the
terms of the Voting Agreement.

           The  shares  of the Class A and Class B  Common  Stock
subject to the Voting Agreement are to be voted as one block,  to
the  extent  possible, to cause the full membership  of  the  GCI
board   to   be  maintained  at  not  less  than  eight  members.
Furthermore, under the Voting Agreement, the shares  of  Class  A
Common  Stock and the Class B Common Stock subject to the  Voting
Agreement  are to be voted on other matters to which  the  Voting
Agreement Parties have unanimously agreed.

                                5
                                
Cusip No. 369385 20 8


           As  a  result of the execution of the Voting Agreement
and  the  joint voting requirements, the Voting Agreement Parties
may  be  deemed to be collectively the beneficial  owner  of  the
aggregate of all of the Class A Common Stock and Class  B  Common
Stock owned by the Voting Agreement Parties.  Notwithstanding the
foregoing,  TCI expressly disclaims beneficial ownership  of  the
shares  of  Class  A  Common  Stock  and  Class  B  Common  Stock
beneficially owned by the other Voting Group Parties, except  for
the  limited  purposes  of  voting  as  provided  in  the  Voting
Agreement.

           The stated term of the Voting Agreement is through the
completion of the annual shareholder meeting of GCI to take place
in  June 2001 or until there remains only one party to the Voting
Agreement,   whichever  first  occurs.    However,   the   Voting
Agreement Parties may extend the term of the Voting Agreement but
only  upon  unanimous vote and written amendment  to  the  Voting
Agreement.   Any Voting Agreement Party (other than a  member  of
the Prime Group and their distributees who elect in writing to be
bound thereby) will be subject to the Voting Agreement until such
Voting  Agreement Party disposes of more than 25%  of  the  votes
represented by such Voting Agreement Party's holdings of Class  A
or  Class B Common Stock, subject to the terms and conditions  of
the Voting Agreement.  Notwithstanding the foregoing, each Voting
Agreement Party must remain a party as to voting for nominees  to
the  GCI board recommended by the Prime Group and to maintain  at
least  eight members of the GCI board only for so long as  either
the   Prime  Group (and  their distributees who  agree in writing
to  be  bound  by the terms of the Voting Agreement) collectively
own  at  least 10% of the then issued and outstanding  shares  of
Class  A  Common  Stock or the Prime Management Agreement  is  in
effect.

           The  Voting  Agreement commenced effectiveness  as  of
October 31, 1996.  With the execution of the Voting Agreement, it
is  contemplated  that the GCI board will  take  such  action  as
necessary  to  cause its size to increase from the present  seven
members  to nine members, and the portion of the Prime Group  who
are  also  Voting Agreement Parties will thereafter  present  its
nominees  for  two  positions  on the  GCI  board  through  their
designated agent, PIIM.

           The  Voting Agreement replaces the previously existing
voting agreement, dated as of March 31, 1993, among the following
parties:  (i) MCI, (ii) TCI, (iii) Mr. Duncan, and (iv) Mr. Walp.

          No additional consideration was paid in connection with
entering into the Voting Agreement.


ITEM 4.    Purpose of Transaction
           ----------------------

           Except as otherwise described herein, neither TCI nor,
to  the  best  of  its knowledge, any of its executive  officers,
directors  or  controlling persons, have  any  present  plans  or
proposals  which  relate  to  or  would  result  in:    (i)   any
acquisition by any person of additional securities of GCI, or any
disposition   of  securities  of  GCI;  (ii)  any   extraordinary
corporate  transaction,  such  as  a  merger,  reorganization  or
liquidation, involving GCI or any of its subsidiaries; (iii)  any
sale or transfer of a material amount of assets of GCI or any  of
its  subsidiaries;  (iv)  any change  in  the  present  board  of
directors  or management of GCI, including any plans or proposals
to change the number or term of directors or to fill any existing
vacancies  on the board; (v) any material change in  the  present
capitalization or dividend policy of GCI; (vi) any other material
change  in  GCI's  business  or corporate  structure;  (vii)  any
changes   in   GCI's  charter,  by-laws,  or  other   instruments
corresponding  thereto  or other actions  which  may  impede  the
acquisition of control of GCI by any person; (viii) any delisting
from  a national securities exchange or any loss of authorization
for quotation in an inter-dealer quotation system of a registered
national securities association of a class of securities of  GCI;
(ix) any termination of registration pursuant to section 12(g)(4)
of  the  Exchange Act of a class of equity securities of GCI;  or
(x) any action similar to any of those enumerated above.

                                6
                                

Cusip No. 369385 20 8


            Notwithstanding  the  foregoing  paragraph,  TCI  may
determine to change its investment intent with respect to GCI  at
any  time  in the future.  In reaching any conclusion as  to  its
future course of action, TCI will take into consideration various
factors, such as GCI's business and prospects, other developments
concerning  GCI, other business opportunities available  to  TCI,
developments  with respect to the business of  TCI,  and  general
economic and stock market conditions, including, but not  limited
to,  the  market price of the Class A or Class B Common Stock  of
GCI.   TCI  reserves  the  right,  depending  on  other  relevant
factors, to acquire additional shares of the Class A or  Class  B
Common  Stock  of  GCI  in  open market or  privately  negotiated
transactions, to dispose of all or a portion of its  holdings  of
shares  of  the  Class B Common Stock of GCI  or  to  change  its
intention  with respect to any or all of the matters referred  to
in this Item.


ITEM 5.    Interest in Securities of the Issuer
           ------------------------------------

           (a)  TCI presently beneficially owns 590,043 shares of
the  Class  B  Common Stock.  The 590,043 shares of the  Class  B
Common  Stock  beneficially owned by TCI represent 14.5%  of  the
4,082,035  shares of the Class B Common Stock outstanding  as  of
October 31, 1996 as reported by an officer of GCI.

           (b)   Except  as otherwise expressly provided  in  the
Voting Agreement, TCI has the sole power to vote or to direct the
voting  of  the  shares  of the Class B  Common  Stock  that  TCI
beneficially owns.  TCI has the sole power to dispose of,  or  to
direct the disposition of the shares of the Class B Common  Stock
that TCI beneficially owns.

           (c)   Except for the acquisition of the Class B Common
Stock described herein, neither TCI nor, to the knowledge of TCI,
any  of  the  persons  described  on  Schedule  1,  has  executed
transactions in the Class B Common Stock of GCI during  the  past
sixty (60) days.  Prior to that time, Mr. Bernard Schotters,  II,
a  Schedule 1 Person, acquired (and still beneficially owns  with
his wife) 20 shares of the Class B Common Stock of the Company.

           (d)   There is no person that has the right to receive
or  the  power  to direct the receipt of dividends from,  or  the
proceeds from the sale of, the Class B Common Stock owned by TCI.

           (e)  Not applicable.


ITEM   6.  Contracts, Arrangements, Understandings or Relationships 
           With Respect to Securities of the Issuer
           --------------------------------------------------------


          Except for the Voting Agreement described above in Item
3  hereof (which discussion is incorporated by reference herein),
there are presently no contracts, arrangements, understandings or
relationships  among TCI and other persons with  respect  to  the
Class B Common Stock of GCI.

                                7


Cusip No. 369385 20 8

ITEM 7.        Material to be Filed as Exhibits
               --------------------------------

       A.    Registration Statement on Form S-4, filed by  TCI on  
             June  23,  1994  and thereafter amended and  ordered
             effective June 23, 1994,  under  Commission File  No.  
             33-54263,  which  is  hereby   incorporated  by  this 
             reference.   (Previously  submitted   with   Original 
             Statement filed  on August 11, 1994 via incorporation 
             by reference)

       B.    Voting Agreement, dated as of October 31, 1996.


                                8


Cusip No. 369385 20 8


                            SIGNATURE

           After  reasonable  inquiry  and  to  the  best  of  my
knowledge and belief, I certify that the information set forth in
this Statement is true, complete and correct.


November 15, 1996                  TELE-COMMUNICATIONS, INC.



                                   /s/ Stephen M. Brett
                                   __________________________
                                   Stephen M. Brett
                                   Executive Vice President and
                                   General Counsel



                                9

Cusip No. 369385 20 8
                                
                           SCHEDULE 1


     Directors, Executive Officers and Controlling Persons
                               of
               Tele-Communications, Inc. ("TCI")

<TABLE>
<CAPTION>
                                                          Principal Business
                                                          or Organization in
Employment       Principal Occupation and                 Which Such
Name                 Business Address                     Is Conducted
- ----             ------------------------                 ------------

<C>              <S>                                      <C>
Bob Magness      Chairman of the Board and                Cable television &
                 Director of TCI                          telecommunications;
                 5619  DTC Parkway                        & programming services
                 Englewood, CO  80111

John C. Malone   President and Chief Executive            Cable television &
                 Officer & Director of TCI                telecommunications;
                 5619  DTC Parkway                        & programming services
                 Englewood, CO  80111

Donne F. Fisher  Consultant & Director                    Cable television &
                 of TCI                                   telecommunications;
                 5619  DTC Parkway                        & programming services
                 Englewood, CO  80111

John W. Gallivan Director of TCI;                         Newspaper publishing
                 Chairman of the Board
                 of Kearns-Tribune Corporation
                 400 Tribune Building
                 Salt Lake City, UT  84111

Tony Lee Coelho  Director of TCI; Chairman of the Board   Investment Services
                 & Chief Executive Officer of ETC w/TCI,
                 Inc.; 
                 Chairman & Chief Executive Officer of
                 Coelho Associates, LLP
                 1325 Avenue of the Americas,
                 26th Floor
                 New York, NY  10019

Kim Magness      Director of TCI & TCI Communications, 
                 Inc.                                     Management of personal
                 Manages various personal investments     investments
                 4000 E. Belleview
                 Englewood, CO  80111
</TABLE>

                               10


Cusip No. 369385 20 8

<TABLE>
<C>              <S>                                     <C>    
Robert A. Naify  Director of TCI; President and C.E.O.   Motion Picture
                 of Todd-AO Corporation                  Industry
                 172 Golden Gate Avenue
                 San Francisco, CA  94102


Jerome H. Kern   Director of TCI; Business Consultant;   Business Consulting;
                 Senior Counsel to Baker & Botts, L.L.P. Law
                 5619 DTC Parkway
                 Englewood, CO  80111


Gary K. Bracken  Senior Vice President & Controller      Cable television &
                 of TCI Communications, Inc.             telecommunications;
                 5619  DTC Parkway                       & programming services
                 Englewood, CO  80111


Stephen M. Brett Executive Vice President, Secretary     Cable television &
                 & General Counsel of TCI                telecommunications;
                 5619 DTC Parkway                        & programming services
                 Englewood, CO  80111


Brendan R.       Executive Vice President & Chief   
Clouston         Operating                               Cable television &
                 Officer of TCI                          telecommunications;
                 5619 DTC Parkway                        & programming services
                 Englewood, CO  80111


Barry Marshall   Executive Vice President of             Cable television &
                 TCI Communications, Inc.                telecommunications;
                 5619  DTC Parkway                       & programming services
                 Englewood, CO 80111


Larry E. Romrell Executive Vice President of TCI         Cable television &
                 5619 DTC Parkway                        telecommunications;
                 Englewood,  CO 80111                    & programming services


Bernard W.       Senior Vice President - Finance
Schotters, II    &  Treasurer                            Cable television &
                 of TCI Communications, Inc.             telecommunications;
                 5619 DTC Parkway                        & programming services
                 Englewood, CO 80111
</TABLE>

                               11
                                

Cusip No. 369385 20 8

<TABLE>
<C>               <S>                                    <C>
Robert N. Thomson Senior Vice President - Government     Cable television &
                  Affairs of TCI Communications, Inc.    telecommunications;
                  5619  DTC Parkway                      & programming services
                  Englewood, CO  80111


Fred A. Vierra    Executive Vice President of TCI;       Cable television &
                  Chief Executive Officer of Tele-       telecommunications;
                  Communications International, Inc.     &  programming services
                  5619 DTC Parkway
                  Englewood, CO 80111


Peter R. Barton   Executive Vice President of TCI        Cable television &
                  5619 DTC Parkway                       telecommunications;
                  Englewood,  CO 80111                   & programming services
</TABLE>

                               12


Cusip No. 369385 20 8

                         EXHIBIT INDEX
                         -------------

- -------------------------------------------------------------------------------
EXHIBIT                     EXHIBIT                          PAGE
NUMBER  
- -------------------------------------------------------------------------------

7(A)     Registration  Statement on Form S-4,  filed  by    (Previously
         TCI on June 23, 1994 and thereafter amended and     filed)
         ordered   effective  June   23,   1994,   under      
         Commission File No. 33-54263, which  is  hereby
         incorporated  by  this reference.   (Previously
         submitted  with  Original  Statement  filed  on
         August 11, 1994 via incorporation by reference)
         
7(B)     Voting Agreement, dated as of October 31, 1996.  
         




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