EXHIBIT 4.3.16B

                                  AMENDMENT #1
            TO THE QUALIFIED EMPLOYEE STOCK PURCHASE PLAN OF GENERAL
                               COMMUNICATION, INC.


                  WHEREAS, Section 11.6 of the Qualified Employee Stock Purchase
Plan of General Communication, Inc. (the "Plan") provides the Company with the
power and right to amend the Plan;

                  NOW THEREFORE, the Company hereby amends the Plan by the
adoption of the following amendments:

                  1. The following hereby is added to the end of Section
                     2.1(ix):

                  For limitation years beginning on and after January1, 2001,
                  for purposes of applying the limitations described in Section
                  4.8[b] of the Plan, compensation paid or made available during
                  such limitation years shall include elective amounts that are
                  not includable in the gross income of the employee by reason
                  of Code Section 132(f)(4) (qualified transportation benefits).
                  This amendment shall also apply to include elective deferrals
                  for qualified transportation expenses in the definition of
                  compensation for purposes of Section 2.1(ix) of the Plan for
                  plan years beginning on and after January 1, 2001.

                  2. The following paragraph hereby is added to the end of
                     Section 8.7[a][5]:

                           With respect to distributions under the Plan made in
                  calendar years beginning on or after January 1, 2001, the Plan
                  will apply the minimum distribution requirements of Section
                  401(a)(9) of the Internal Revenue Code in accordance with the
                  regulations under Section 401(a)(9) that were proposed in
                  January 2001, notwithstanding any provision of the Plan to the
                  contrary. This amendment shall continue in effect until the
                  end of the last calendar beginning before the effective date
                  of final regulations under Section 401(a)(9) or such other
                  date specified in guidance published by the Internal Revenue
                  Service.

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


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

                  IN WITNESS WHEREOF, this Amendment is executed on the date
first set forth above.

                                                  General Communication, Inc.


                                                  By: /s/
                                                      President

ATTEST:

By: /s/
    Secretary

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