EXHIBIT 4.5.4


                              IRS DETERMINATION ON
                     QUALIFIED EMPLOYEE STOCK PURCHASE PLAN,
                               DATED JUNE 25, 2002
         INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
         P. 0. BOX 2508
   CINCINNATI, OH 45201


                                              Employer Identification Number:
   Date:  JUN 25 2002                           92-0072737
                                              DLN:
                                                17007158008010

   GENERAL COMMUNICATION INC                  Person to Contact:
   2550 DENALI STREET STE 1000                  THOMAS BEARD      ID# 52003
   ANCHORAGE, AK 99503                        Contact Telephone Number:
                                                (877) 829-5500
                                              Plan Name:
                                                QUALIFIED STOCK PURCHASE PLAN OF
                                                GENERAL COMMUNICATION INC
                                              Plan Number: 001


Dear Applicant:

         We have made a favorable determination on the plan identified above
based on the information you have supplied. Please keep this letter, the
application forms submitted to request this letter and all correspondence with
the Internal Revenue Service regarding your application for a determination
letter it your permanent records. You must retain this information to preserve
your reliance on this letter.

         Continued qualification of the plan under its present form will depend
on its effect in operation. See section 1.401-1(b) (3) of the Income Tax
Regulations. We will review the status of the plan in operation periodically.

         The enclosed Publication 794 explains the significance and the scope of
this favorable determination letter based on the determination requests selected
on your application forms. Publication 794 describes the information that must
be retained to have reliance on this favorable determination letter. The
publication also provide examples of the effect of a plan's operation on its
qualified status and discusses the reporting requirements; for qualified plans.
Please read Publication 794.

         This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.

         This determination is subject to your adoption of the proposed
amendments submitted in your letter dated 01/30/01. The proposed amendments
should be adopted on or before the date prescribed by the regulations under Code
section 401(b)

         This determination letter is applicable for the amendment(s) executed
on 02/11/00.

         This plan satisfies the requirements of Code section 4975(e)(7).

         This letter considers the changes in qualification requirements made by
toe Uruguay Round Agreements Act, Pub. L. 103-465, the Small Business Job
                                                              Letter 835 (DO/Cc)
                                       -2-

GENERAL COMMUNICATION INC


Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and
Reemployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act of
1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and Reform Act
of 1998, Pub. L. 105-206, and the Community Renewal Tax Relief Act of 2000, Pub.
L. 106-554.

         This letter may not be relied on with respect to whether the plan
satisfies the requirements of section 401(a) of the Code, as amended by the
Economic Growth and Tax Relief Reconciliation Act of 2001, Pub L. 107-16.

         The requirement for employee benefits plans to file summary plan
descriptions (SPD) with the U.S. Department of Labor was eliminated effective
August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the SPD
card.

         We have sent a copy of this letter to your representative as indicated
in the power of attorney.

         If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.

                                            Sincerely yours,



                                                 /s/
                                            Paul T. Shultz
                                            Director,
                                            Employee Plans Rulings & Agreements

Enclosures:
Publication 794