EXHIBIT 4.3.16C

                            AMENDMENT NUMBER 2 TO THE
                     QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
                                       OF
                           GENERAL COMMUNICATION, INC.


                  THIS AMENDMENT is made this 29th day of November, 2001, by
General Communication, Inc., a corporation having its principal place of
business at Anchorage, Alaska (subsequently called "Company").

                                    RECITALS

                  A. The Company entered into and executed the Qualified
Employee Stock Purchase Plan of General Communication, Inc. (the "Plan")
effective January 1, 1997.

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

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

                  C. The Company now desires to amend the Plan and Trust.

                                    AMENDMENT

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

                  1.      Effective April 1, 2001, Section 10.7 is amended to
                          change the last sentence as follows:

                  For voting purposes, each Participant shall be credited with
                  his pro rata portion (including fractional shares) of the
                  Qualifying Employer Securities allocated to his account which
                  are not encumbered. Each Participant shall be entitled to vote
                  the pro rata portion of Qualifying Employer Securities
                  allocable to him under the preceding sentence.

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

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


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                  4.      Except as otherwise provided above, the effective date
                          of this Amendment shall be April 1, 2001.

                  IN WITNESS WHEREOF, General Communications, Inc. has executed
this Amendment by its duly authorized officers as of the date first set forth
above.


                                                  General Communication, Inc.


                                                  By: /s/
                                                      President

ATTEST:

By: /s/
    Secretary


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