As filed with the Securities and Exchange Commission on October 28, 1999
Registration No. 333-15711
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GRAY COMMUNICATIONS SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

Georgia 58-0285030
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

4370 Peachtree Road, N.E.
Atlanta, Georgia 30319
(Address of principal executive offices) (Zip code)

Gray Communications Systems, Inc. 1992 Long-Term Incentive Plan
(Full title of the plan)

James C. Ryan
Gray Communications Systems, Inc.
4370 Peachtree Road, N.E.
Atlanta, Georgia 30319
(404) 266-8333
(Name, address and telephone number,
including area code, of agent for service)
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Copies to:
Henry O. Smith III
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
(212) 969-3000

CALCULATION OF REGISTRATION FEE

Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered(1) offering price per unit(2) aggregate offering price(2) registration fee
- -------------------- --------------- --------------------------- --------------------------- -------------------
Class B Common Stock, 1,000,000 shares $14.375 $14,375,000 $3,996.25
no par value

(1) Represents additional shares of Class B common stock, no par value (the
"Class B Common Stock"), of Gray Communications Systems, Inc. (the
"Registrant") which may be granted under the Registrant's 1992
Long-Term Incentive Plan (the "Plan") pursuant to an amendment to the
Plan adopted at the Registrant's 1999 Annual Meeting of Stockholders.
There is an effective registration statement (Registration No.
333-15711) relating to the issuance under the Plan of 600,000 shares of
Class B Common Stock and 300,000 shares of Class A Common Stock, no par
value (the "Class A Common Stock"), in each case, after giving effect
to a 50% stock dividend on the Class A Common Stock and Class B Common
Stock paid to shareholders on September 16, 1998. Pursuant to Rule 416
under the Act, there are also being registered such additional
indeterminate number of shares as may be required to cover possible
adjustments under the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933. The maximum
offering price per share is based upon the average of the high and low
sales prices of the Class B Common Stock, as reported on The New York
Stock Exchange on October 25, 1999.

EXPLANATORY NOTE

The contents of the Registration Statement on Form S-8 of Gray
Communications Systems, Inc. filed with the Securities and Exchange Commission
on November 6, 1996 (Commission File No. 333-15711), relating to the
registration of 600,000 shares of Class B Common Stock and 300,000 shares of
Class A Common Stock (in each case, after giving effect to a 50% stock dividend
on the Class A Common Stock and Class B Common Stock paid to shareholders on
September 16, 1998), authorized for issuance under the Plan is incorporated by
reference in its entirety herein in accordance with General Instruction E to
Form S-8. This Registration Statement provides for the registration of an
additional 1,000,000 shares of Class B Common Stock authorized for issuance
under the Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.
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5 Opinion of Heyman & Sizemore re: validity of securities

23.1 Consent of Ernst & Young LLP as to the use of its report on
the financial statements for Gray Communications Systems, Inc.

23.2 Consent of Heyman & Sizemore (included in Exhibit 5)

24 Power of Attorney (see signature page)

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on October 25, 1999.

GRAY COMMUNICATIONS SYSTEMS, INC.

By /s/ J. Mack Robinson
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J. Mack Robinson
President and Chief Executive Officer

SIGNATURES AND POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each director and officer whose
signature appears below hereby constitutes and appoints Robert S. Prather, Jr.
and James C. Ryan, or either of them, as his or her true and lawful
attorney-in-fact and agent, with full power of substitution, to sign on his or
her behalf individually and in any and all capacities any and all amendments
(including post-effective amendments) to a Registration Statement on Form S-8
relating to the registration under the Securities Act of 1933 of shares of Class
B Common Stock of Gray Communications Systems, Inc. under the 1992 Long-Term
Incentive Plan of Gray Communications Systems, Inc. and to file the same with
all exhibits thereto and all other documents in connection therewith with the
Securities and Exchange Commission, granting to such attorneys-in-fact and
agents, and each of them, full power and authority to do all such other acts and
things requisite or necessary to be done, and to execute all such other
documents as they, or either of them, may deem necessary or desirable in
connection with the foregoing, as fully as the undersigned might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact and
agents, or either of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signatures Title Date

/s/ J. Mack Robinson President, Chief Executive Officer October 25, 1999
- ---------------------- and Director
J. Mack Robinson (principal executive officer)

/s/ James C. Ryan Vice President-Finance (principal October 25, 1999
- ---------------------- financial and accounting officer)
James C. Ryan

/s/ Richard L. Boger Director October 26, 1999
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Richard L. Boger

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/s/ Hilton H. Howell, Jr. Director October 8, 1999
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Hilton H. Howell, Jr.

/s/ William E. Mayher III Chairman of the Board of Directors October 12, 1999
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William E. Mayher III

/s/ Zell Miller Director October 11, 1999
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Zell Miller

/s/ Howell W. Newton Director October 25, 1999
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Howell W. Newton

/s/ Hugh Norton Director October 11, 1999
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Hugh Norton

/s/ Robert S. Prather, Jr.Director October 25, 1999
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Robert S. Prather, Jr.

/s/ Harriett J. Robinson Director October 8, 1999
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Harriett J. Robinson

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