FIFTH AMENDMENT TO

                       CONTRACT FOR ALASKA ACCESS SERVICES


This FIFTH  AMENDMENT to the CONTRACT FOR ALASKA  ACCESS  SERVICES is made as of
this 13 day of April, 1999, between GENERAL  COMMUNICATION,  INC. and its wholly
owned  subsidiary,  GCI  COMMUNICATION  CORP., an Alaska  Corporation  (together
"GCI") with offices located at 2550 Denali Street, Suite 1000, Anchorage, Alaska
99503-2781,   and  SPRINT  COMMUNICATIONS   COMPANY  L.P.,  a  Delaware  Limited
Partnership, ("Sprint") with offices located at 3100 Cumberland Circle, Atlanta,
Georgia 30339.

WHEREAS,  GCI and Sprint  entered  into a contract for ALASKA  ACCESS  SERVICES,
effective as of July 1, 1993, and

WHEREAS, GCI and Sprint desire to amend the Contract.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, GCI and Sprint agree as follows:


1.       Paragraph 1. DEFINITIONS,  shall be amended to include a new Section 1.
         G. as follows:

         (G) ******** Alaska ******** Service:  All ********  requirements where
         one or more termination points reside within the State of Alaska.

2.       Paragraph  2. A. of the  contract  shall be deleted  and the  following
         inserted in its place:

         A.  Sprint  Traffic.  Sprint  will use their best effort to utilize the
         transmission  services  of GCI for both  Sprint  Traffic  and  ********
         Alaska  ********  Services  and GCI will  transmit  these  services  as
         follows:

3.       Paragraph 2. TRAFFIC SERVICES,  CHARGES AND STANDARDS, shall be amended
         to include a new section 2. A. (6) as follows:

         (6) ********  Alaska  ********  Service.  GCI shall  interconnect  with
         Sprint at the GCI POP in  Seattle,  Washington.  GCI shall  provide the
         required  bandwidth  to  the  Alaska  destination  and  coordinate  the
         conn/ection to the customer location.

4.       Paragraph 2. B. (1) of the contract  shall be deleted and the following
         inserted in its place:


         (1) ******** shall be charged at the following  rates per minute in the
         appropriate periods:

                  Date                                        Rate in Dollars
                  ----                                        ---------------
                  March 1, 1999                               ********

                  January 1, 2000                             ********

                  January 1, 2002 and thereafter              ********



[CERTAIN  INFORMATION  HAS BEEN REDACTED  FROM THIS  DOCUMENT  WHICH THE COMPANY
DESIRES TO KEEP UNDISCLOSED AND A COPY OF THE UNREDACTED  DOCUMENT WILL BE FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
                  There shall be no time of day discount. ******** shall pay the
                  ******** access and all Alascom  interexchange charges for the
                  ******** of ********.

5.       Paragraph 2. B. (2) of the contract  shall be deleted and the following
         inserted in its place:

         (2) ********  (except for  ********)  shall be charged at the following
         rates per minute in the appropriate periods:

                  Date                                        Rate in Dollars
                  ----                                        ---------------
                  March 1, 1999                               ********

                  January 1, 2000                             ********

                  January 1, 2002 and thereafter              ********

         There shall be no time of day discount. ******** shall pay the ********
         access and all Alascom  interexchange  charges for ********.  Any query
         charges  associated  with the  routing of  ********,  due to FCC Docket
         #********, will be passed on to ********.


6.       Paragraph 2. TRAFFIC SERVICES,  CHARGES AND STANDARDS, shall be amended
         to include a new section 2. B. (6) as follows:

         (6) ******** Alaska ******** Service. GCI shall charge Sprint according
         to the  appropriate  GCI FCC  Tariff  #1 rate  for the  terrestrial  or
         satellite  bandwidth  requested.  Each  month  GCI will  calculate  the
         ******** Alaska ******** Service charges for all ********  requirements
         of ******** and below. A ******** will be  calculated.  ******** of the
         ******** will be applied to the following months ******** invoice,  and
         identified as, "Alaska  ********  Contract  ********".  ******** of the
         ******** will be applied to the following months ******** invoice,  and
         identified as, "Alaska ******** Contract ********".


7. Paragraph 3. TERM shall be deleted and the following inserted in its place:

         3. TERM. Except for ********,  services provided pursuant to Section 2.
         A. shall be for a term of ******** years beginning  ******** and ending
         ********.  The term shall be automatically extended for two (2) one (1)
         year periods through and including  ******** unless either party elects
         to cancel the renewal by providing  written  notice of  non-renewal  at
         least 180 days prior to the commencement of any renewal period.


8.   All other terms and  conditions  of the Contract  remain  unchanged by this
     Amendment and are in full force and effect.


9.   This Amendment will be in effect on ********.


10.  This Amendment  together with the Contract is the complete agreement of the
     parties  and  supersedes  all other  prior  contracts  and  representations
     concerning its subject  matter.  Any further  amendments must be in writing
     and signed by both parties.


[CERTAIN  INFORMATION  HAS BEEN REDACTED  FROM THIS  DOCUMENT  WHICH THE COMPANY
DESIRES TO KEEP UNDISCLOSED AND A COPY OF THE UNREDACTED  DOCUMENT WILL BE FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]



Fifth Amendment Contract for Alaska Access  Page 2
IN WITNESS  WHEREOF,  the parties hereto each acting with proper  authority have
executed this Amendment on the date indicated below.


SPRINT COMMUNICATIONS COMPANY

By:/s/

Printed Name: Robert W. Runke

Title: Vice President, Network Distribution


GCI COMMUNICATION CORPORATION

By: /s/

Printed Name: Richard Westlund

Title: Vice President