8-K

                                 UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                                    ----------

                                     FORM 8-K

                                  CURRENT REPORT

                     Pursuant to Section 13 OR 15(d) of The
                       Securities Exchange Act of 1934

        Date of report (Date of earliest event reported): November 19, 2004

                            GENERAL COMMUNICATION, INC.
              (Exact Name of Registrant as Specified in its Charter)

    Alaska                          0-15279                         92-0072737
- ---------------               ----------------------               ------------
(State or other              (Commission File Number)             (IRS Employer
jurisdiction of                                                   Identification
incorporation)                                                        No.)

      2550 Denali Street Suite 1000 Anchorage, Alaska                 99503
   -----------------------------------------------------            --------
         (Address of principal executive offices)                  (Zip Code)


       Registrant's telephone number, including area code: (907) 868-5600


                                      NONE
           -----------------------------------------------------------
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

Section 1 - Registrant's Business and Operations

Item 1.01 Entry into a Material Definitive Agreement

     On November 19, 2004, General Communication, Inc. (GCI) announced that it
had reached a definitive agreement with MCI, Inc. (MCI) to repurchase 3,751,509
GCI Class A common shares at $8.33 per share. In addition to the share
repurchase the private transaction also included terms for redeeming GCI Series
C Preferred Stock. The aggregate amount of the transaction will total
$41,250,070. MCI is a major customer of GCI. The transaction is expected to be
completed on December 7, 2004. A copy of the press release is attached as
Exhibit 99.1.

     On November 19, 2004, GCI, Inc., a wholly owned subsidiary of GCI, and
GCI Holdings, Inc., a wholly owned subsidiary of GCI, Inc., entered into an
Amendment No. 3 to the Credit, Guaranty, Security and Pledge Agreement dated
October 30, 2003 with Calyon New York Branch, General Electric Capital
Corporation, CIT Lending Services Corporation and the lenders and guarantors
referred to therein. The amendment modifies the terms of the existing credit
facility of GCI Holdings, Inc. to permit the incurrence by GCI, Inc. of up to
$100 million in aggregate principal amount of additional senior notes due 2014.
The amended credit facility permits up to $70 million of the proceeds from such
additional senior notes to be used to purchase shares of GCI stock held by MCI
and Toronto Dominion Investments, Inc. (or the proceeds may be distributed to
GCI for such purpose), so long as there exists no default under the credit
facility both before and after giving effect to such transaction. The amended
credit facility also permits the proceeds to be used for additional capital
expenditures. The maximum total leverage ratio permitted by the credit facility
was increased by 0.25:1 for each period, including from 4.00:1 to 4.25:1 for the
current period ending December 30, 2004.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

     (a) Financial statements of businesses acquired: Not Applicable

     (b) Pro forma financial information: Not Applicable

     (c) Exhibit:

         99.1 Press release dated November 19, 2004

                                   SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                          GENERAL COMMUNICATION, INC.
                                          ---------------------------
                                                  (Registrant)

Date: November 22, 2004


                                          By /s/
                                             -----------------------------------
                                          Name:  John M. Lowber
                                          Title: Senior Vice President,
                                                 Chief Financial Officer,
                                                 Secretary and Treasurer
                                                 (Principal Financial Officer)

                                  EXHIBIT INDEX

Exhibit No.   Description
- -----------   --------------------------------------------------------
99.1          Press release of General Communication, Inc. dated
              November 19, 2004.

EX-99

                                                                    Exhibit 99.1

November 19, 2004

John Lowber, (907) 868-5628; jlowber@gci.com
Bruce Broquet, (907) 868-6660; bbroquet@gci.com
David Morris, (907) 265-5396; dmorris@gci.com

FOR IMMEDIATE RELEASE

                    GCI ANNOUNCES REPURCHASE OF 3.75 MILLION
                               SHARES HELD BY MCI

ANCHORAGE, AK -- General Communication, Inc. (NASDAQ: GNCMA) ("GCI") announced
today that it reached a definitive agreement with MCI to repurchase 3,751,509
GCI Class A common shares at $8.33 per share. In addition to the share
repurchase the private transaction also included terms for redeeming GCI Series
C Preferred Stock. The aggregate amount of the transaction will total
$41,250,070.

"We are pleased to announce this transaction with MCI," said Ron Duncan, GCI
president and CEO. "This agreement is part of our plan to increase shareholder
value and we are doing it in a way that maintains the significant business
relationship we hold with MCI. MCI will retain its ownership of almost 1.3
million GCI Class B common shares which have ten times the voting power of our
Class A common shares. We are also pleased to announce MCI will retain their two
seats on GCI's board of directors. In short, it's business as usual between GCI
and MCI."

Funds for the transaction will be provided by the $70 million GCI, Inc. add-on
bond transaction that was announced and priced on Thursday, November 18, 2004.
GCI will close the MCI transaction concurrently with the closing of the add-on
bond transaction which is expected to occur on December 7, 2004.

GCI is the largest Alaska-based and operated integrated telecommunications
provider. A pioneer in bundled services, GCI provides local, wireless, and long
distance telephone, cable television, Internet and data communication services.
More information about the company can be found at www.gci.com.

The foregoing contains forward-looking statements regarding the company's
expected results that are based on management's expectations as well as on a
number of assumptions concerning future events. Actual results might differ
materially from those projected in the forward looking statements due to
uncertainties and other factors, many of which are outside GCI's control.
Additional information concerning factors that could cause actual results to
differ materially from those in the forward looking statements is contained in
GCI's cautionary statement sections of Form 10-K and 10-Q filed with the
Securities and Exchange Commission.


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