UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q
(Amendment No. 1)

(Mark One)

For the quarterly period ended March 31, 2005

OR

For the transition period from                       to                             .

Commission file number 000-28167

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.

600 Telephone Avenue, Anchorage, Alaska 99503
(Address of Principal Executive Offices) (Zip Code)

(907) 297-3000
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former name, former address and former three months, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares outstanding of the registrant’s Common Stock, as of April 27, 2005, was 40,794,624.

Explanatory Note:

This amendment to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 is being filed solely to exclude treasury stock from the number of shares outstanding of the registrant’s Common Stock, as of April 27, 2005, listed on the cover page of the Form 10-Q filed on May 10, 2005. No revisions have been made to the Registrant’s financial statements or any other disclosure contained in such Form 10-Q.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

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