EXHIBIT 4.3.17B


                                  AMENDMENT #3
                                     TO THE
                     QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
                                       OF
                           GENERAL COMMUNICATION, INC.


         THIS AMENDMENT is approved and adopted by General Communication, Inc.
(the "Company") on this 26th day of April, 2002.

                                    RECITALS

         A. The Company maintains the Qualified Employee Stock Purchase Plan of
General Communication, Inc. (the "Plan").

         B. Section 11.6 of the Plan states that "At any time the Company may
amend this Plan and Trust by action of its Board of Directors...";

         C. The Board now desires to amend the Plan.

                                    AMENDMENT

         NOW THEREFORE, the Board hereby amends the Plan as follows:

         1.       Section  10.1(d) of the Plan hereby is amended by the addition
                  of the following new  subsection  (x), which will read in its
                  entirety as follows:

                  (x)      2002 Qualifying Employer Securities Diversification
                           Right: Notwithstanding any other provision of this
                           Plan, effective April 30, 2002, each Participant will
                           be permitted to diversify (direct and change the
                           investment of) that portion of the Participant's
                           Account balance that is invested in Qualifying
                           Employer Securities, in the following manner:

                           (A) Effective March 31, 2002, an accounting of the
                           historical cumulative portions of the Participant's
                           Account balance which were invested in Qualifying
                           Employer Securities as of March 31, 2002 ("Qualifying
                           Balances") will be completed.



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                           (B) Effective April 30, 2002, 25% of the March 31,
                           2002 Qualifying Balances will be available for
                           complete investment direction by the Participant
                           under the terms of this Plan;

                           (C) Effective April 30, 2003, one-third (33.333%) of
                           the Qualifying Balances on March 31, 2003 (after the
                           application of paragraphs (A) above) will be
                           available for complete investment direction by the
                           Participant under the terms of this Plan; and

                           (D) Effective April 30, 2004, 50% of the Qualifying
                           Balances on March 31, 2004 (after the application of
                           paragraphs (A) and (B) above) will be available for
                           complete investment direction by the Participant
                           under the terms of this Plan; and

                           (E) Effective April 30, 2005, 100% of the Qualifying
                           Balances on March 31, 2004 (after application of
                           paragraphs (A), (B), and (C) above) will be available
                           for complete investment direction by the Participant
                           under the terms of this Plan.

                  The intent of this subsection (x) is to permit Participants
                  complete investment direction over their Qualifying Balances
                  determined as of March 31, 2002, by April 30, 2005.

                  Amounts contributed and invested in Qualifying Employer
                  Securities after March 31, 2002, will remain subject to the
                  terms of this Plan, excluding this subsection (x).

         2.       Any inconsistent provision 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.

         IN WITNESS WHEREOF, the undersigned, being duly authorize by the Board,
has approved this amendment as of the date first set forth above.

                           General Communication, Inc.

                           By:  /s/
                           Title:   John M. Lowber, SVP and CFO


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