<PAGE>


    As filed with the Securities and Exchange Commission on November 4, 1996
                                                    Registration No. 333-_______

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ----------------------

                        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
     incorporation or organization)                      Number)

                           126 North Washington Street
                              Albany, Georgia 31701
                                 (912) 434-8732
               (Address of principal executive offices) (Zip code)

         GRAY COMMUNICATIONS SYSTEMS, INC. 1992 LONG-TERM INCENTIVE PLAN
                            (Full title of the Plan)

                             William A. Fielder III
                   Vice President and Chief Financial Officer
                        Gray Communications Systems, Inc.
                           126 North Washington Street
                              Albany, Georgia 31701
                                 (912) 434-8732
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                        ---------------------------------
                                   COPIES TO:

          Henry O. Smith III                 Neal H. Ray
          Proskauer Rose Goetz &             Heyman & Sizemore
          Mendelsohn LLP                     2300 Cain Tower
          1585 Broadway                      229 Peachtree Street, N.E.
          New York, New York 10036           Atlanta, Georgia 30303
          (212) 969-3000                     (404) 521-2268

<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                                                Proposed maximum              Proposed maximum          Amount of
     Title of securities to be          Amount to be             offering price              aggregate offering        Registration
            registered                 registered(1)              per share(2)                    price(2)                 Fee
------------------------------------------------------------------------------------------------------------------------------------
 <S>                                   <C>                      <C>                          <C>                       <C>
 Class A Common Stock, no par
 value                                 200,000 shares                $19.8125                    $3,962,500             $1,200.76

 Class B Common Stock, no par
 value                                 400,000 shares                $17.125                     $6,850,000             $2,075.76
                                                                                                                        ---------
 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    $3,276.52
                                                                                                                        ---------
                                                                                                                        ---------
</TABLE>

(1)  The maximum number of shares which may be granted under the Gray
     Communications Systems, Inc. 1992 Long-Term Incentive Plan.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h).


                                        2

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed with the Securities and Exchange Commission
by Gray Communications Systems, Inc., a Georgia corporation (the "Company" or
the "Registrant"), are incorporated herein by reference:

          (1)  the Company's prospectus, dated September 24, 1996, relating to
     the Company's Class B Common Stock, as filed with the Securities and
     Exchange Commission pursuant to Rule 424(b) under the Securities Act of
     1933;

          (2)  the Company's Current Report on Form 8-K, dated January 18, 1996,
     as amended by a Form 8-K/A-1, dated March 15, 1996, and a Form 8-K/A-2,
     dated July 12, 1996;

          (3)  the Company's Quarterly Report on Form 10-Q for the quarter ended
     March 31, 1996, as amended by a Form 10-Q/A-1, dated July 10, 1996, and a
     Form 10-Q/A-2, dated September 9, 1996;

          (4)  the Company's Quarterly Report on Form 10-Q for the quarter ended
     June 30, 1996, as amended by a Form 10-Q/A, dated September 9, 1996;

          (5)  the Company's Current Report on Form 8-K, dated October 15, 1996;
     and

          (6)  the description of the Company's Class A Common Stock, no par
     value, and the Company's Class B Common Stock, no par value, contained in
     the Company's Registration Statements filed on Forms 10, dated October 7,
     1991 and 8-A, dated September 13, 1996, respectively.

     All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing such documents.  Any statement in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for the purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

     ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.


                                      II-1

<PAGE>

     ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

     ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Business Corporation Code of the State of Georgia grants corporations
incorporated thereunder (such as the Company) the power to indemnify its
officers and directors against liability for certain of their acts.

     The Company's Articles of Incorporation eliminate the liability of
directors to stockholders of the Company for monetary damages arising out of the
directors' breach of their fiduciary duty of care.  The By-laws of the Company
authorize indemnification of its directors, officers, incorporators, employees
and agents with respect to certain costs, expenses and amounts incurred in
connection with an action, suit, or proceeding by reason of the fact that such
person was serving as a director, officer, incorporator, employee, or agent of
the Company.

     ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

     ITEM 8.  EXHIBITS.

     3.1  Articles of Incorporation of Gray Communications Systems, Inc., as
          amended (incorporated by reference to Exhibit 3 to the Company's Form
          10 dated October 7, 1991, as amended on January 29, 1992 and March 2,
          1992, and Exhibit 3(i) to the Company's Form 10-K for the fiscal year
          ended June 30, 1993)

     3.2  Articles of Amendment to the Articles of Incorporation of Gray
          Communications Systems, Inc. relating to the Class A Common Stock and
          the Class B Common Stock and the Series A Preferred Stock and Series B
          Preferred Stock (incorporated by reference to Exhibit 3.1.1 to the
          Company's Registration Statement on Form S-1 (Registration No. 333-
          4338))

     3.3  By-Laws of Gray Communications Systems, Inc., as amended (incorporated
          by reference to Exhibit 3(i) to the Company's Form 10 dated October 7,
          1991, as amended on January 29, 1992 and March 2, 1992, Exhibit 3(i)
          to the Company's Form 10-K for the period ended June 30, 1993 and
          Exhibit 3(d) to the Company's Form 10-K for the transition period from
          July 1, 1993 to December 31, 1993)

     3.4  Amendment to the By-Laws of Gray Communication Systems, Inc. dated
          September 3, 1996 (incorporated by reference to Exhibit 3.2.1 to the
          Company's Registration Statement on Form S-1 (Registration No. 333-
          4338))

     5    Opinion of Heyman & Sizemore re:  validity of securities


                                      II-2

<PAGE>

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

     23.2 Consent of Ernst & Young LLP as to use of their report on certain
          financial statements of WRDW-TV

     23.3 Consent of Ernst & Young LLP as to use of their report on certain
          financial statements of the Broadcasting and Paging Operations of John
          H. Phipps, Inc.

     23.4 Consent of Deloitte & Touche LLP as to use of their report on certain
          financial statements of WRDW-TV

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

     24   Power of Attorney (see signature page)

     ITEM 9.  UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes:

               (1)   To file, during any period in which offers or sales are
          being made, a post-effective amendment to this registration statement,

               (i)   to include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;

               (ii)  to reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;

               (iii) to include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement; PROVIDED, HOWEVER, that paragraphs (a)(1)(i)
          and (a)(1)(ii) do not apply if the registration statement is on Form
          S-3, Form S-8 or Form F-3, and the information required to be included
          in a post-effective amendment by those paragraphs is contained in
          periodic reports filed with or furnished to the Commission by the
          Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
          Act of 1934 that are incorporated by reference in the registration
          statement.

          (2)  That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at the time shall be deemed to
     be the initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.


                                      II-3

<PAGE>

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                      II-4

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 November 4, 1996.

                                   GRAY COMMUNICATIONS SYSTEMS, INC.

                                   By:  /s/ J. Mack Robinson
                                       -------------------------------------
                                       J. Mack Robinson
                                       President



                        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 William A. Fielder III, or either of them, as his true and 
lawful attorney-in-fact and agent, with full power of substitution, to sign 
on his 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 A Common Stock or Class B Common Stock of Gray Communications 
Systems, Inc. under the Company's 1992 Long-Term Incentive Plan 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 and Director       November 4, 1996
---------------------------        (principal executive
    J. Mack Robinson               officer)

/s/ William A. Fielder III         Vice President and Chief     November 4, 1996
---------------------------        Financial Officer
    William A. Fielder III         (principal financial
                                   officer)

/s/ Sabra H. Cowart                Controller and Chief         November 4, 1996
---------------------------        Accounting Officer
    Sabra H. Cowart                (principal accounting
                                   officer)


                                      II-5

<PAGE>

/s/ Richard L. Boger               Director                     November 4, 1996
---------------------------
    Richard L. Boger

/s/ Hilton H. Howell, Jr.          Director                     November 4, 1996
---------------------------
    Hilton H. Howell, Jr.

/s/ William E. Mayher III          Director                     November 4, 1996
---------------------------
    William E. Mayher III

/s/ Howell W. Newton               Director                     November 4, 1996
---------------------------
    Howell W. Newton

/s/ Robert S. Prather, Jr.         Director                     November 4, 1996
---------------------------
    Robert S. Prather, Jr.

/s/ Hugh Norton                    Director                     November 4, 1996
---------------------------
    Hugh Norton


                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18155}]
{"company-data": {"conformed-name": "GRAY COMMUNICATIONS SYSTEMS INC /GA/", "cik": "0000043196", "assigned-sic": "4833", "irs-number": "580285030", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15711", "film-number": "96655744"}, "business-address": {"street1": "126 N WASHINGTON ST", "city": "ALBANY", "state": "GA", "zip": "31701", "phone": "9128889390"}, "mail-address": {"street1": "126 N WASHINGTON ST", "city": "ALBANY", "state": "GA", "zip": "31701"}}
As filed with the Securities and Exchange Commission on November 4, 1996
                                                    Registration No. 333-_______

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ----------------------

                        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
     incorporation or organization)                      Number)

                           126 North Washington Street
                              Albany, Georgia 31701
                                 (912) 434-8732
               (Address of principal executive offices) (Zip code)

         GRAY COMMUNICATIONS SYSTEMS, INC. 1992 LONG-TERM INCENTIVE PLAN
                            (Full title of the Plan)

                             William A. Fielder III
                   Vice President and Chief Financial Officer
                        Gray Communications Systems, Inc.
                           126 North Washington Street
                              Albany, Georgia 31701
                                 (912) 434-8732
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                        ---------------------------------
                                   COPIES TO:

          Henry O. Smith III                 Neal H. Ray
          Proskauer Rose Goetz &             Heyman & Sizemore
          Mendelsohn LLP                     2300 Cain Tower
          1585 Broadway                      229 Peachtree Street, N.E.
          New York, New York 10036           Atlanta, Georgia 30303
          (212) 969-3000                     (404) 521-2268
CALCULATION OF REGISTRATION FEE
Proposed maximum              Proposed maximum          Amount of
     Title of securities to be          Amount to be             offering price              aggregate offering        Registration
            registered                 registered(1)              per share(2)                    price(2)                 Fee
------------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, no par
 value                                 200,000 shares                $19.8125                    $3,962,500             $1,200.76

 Class B Common Stock, no par
 value                                 400,000 shares                $17.125                     $6,850,000             $2,075.76
                                                                                                                        ---------
 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    $3,276.52
                                                                                                                        ---------
                                                                                                                        ---------
(1)  The maximum number of shares which may be granted under the Gray
     Communications Systems, Inc. 1992 Long-Term Incentive Plan.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h).

                                        2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed with the Securities and Exchange Commission
by Gray Communications Systems, Inc., a Georgia corporation (the "Company" or
the "Registrant"), are incorporated herein by reference:

          (1)  the Company's prospectus, dated September 24, 1996, relating to
     the Company's Class B Common Stock, as filed with the Securities and
     Exchange Commission pursuant to Rule 424(b) under the Securities Act of
     1933;

          (2)  the Company's Current Report on Form 8-K, dated January 18, 1996,
     as amended by a Form 8-K/A-1, dated March 15, 1996, and a Form 8-K/A-2,
     dated July 12, 1996;

          (3)  the Company's Quarterly Report on Form 10-Q for the quarter ended
     March 31, 1996, as amended by a Form 10-Q/A-1, dated July 10, 1996, and a
     Form 10-Q/A-2, dated September 9, 1996;

          (4)  the Company's Quarterly Report on Form 10-Q for the quarter ended
     June 30, 1996, as amended by a Form 10-Q/A, dated September 9, 1996;

          (5)  the Company's Current Report on Form 8-K, dated October 15, 1996;
     and

          (6)  the description of the Company's Class A Common Stock, no par
     value, and the Company's Class B Common Stock, no par value, contained in
     the Company's Registration Statements filed on Forms 10, dated October 7,
     1991 and 8-A, dated September 13, 1996, respectively.

     All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing such documents.  Any statement in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for the purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

     ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

                                      II-1
ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

     ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Business Corporation Code of the State of Georgia grants corporations
incorporated thereunder (such as the Company) the power to indemnify its
officers and directors against liability for certain of their acts.

     The Company's Articles of Incorporation eliminate the liability of
directors to stockholders of the Company for monetary damages arising out of the
directors' breach of their fiduciary duty of care.  The By-laws of the Company
authorize indemnification of its directors, officers, incorporators, employees
and agents with respect to certain costs, expenses and amounts incurred in
connection with an action, suit, or proceeding by reason of the fact that such
person was serving as a director, officer, incorporator, employee, or agent of
the Company.

     ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

     ITEM 8.  EXHIBITS.

     3.1  Articles of Incorporation of Gray Communications Systems, Inc., as
          amended (incorporated by reference to Exhibit 3 to the Company's Form
          10 dated October 7, 1991, as amended on January 29, 1992 and March 2,
          1992, and Exhibit 3(i) to the Company's Form 10-K for the fiscal year
          ended June 30, 1993)

     3.2  Articles of Amendment to the Articles of Incorporation of Gray
          Communications Systems, Inc. relating to the Class A Common Stock and
          the Class B Common Stock and the Series A Preferred Stock and Series B
          Preferred Stock (incorporated by reference to Exhibit 3.1.1 to the
          Company's Registration Statement on Form S-1 (Registration No. 333-
          4338))

     3.3  By-Laws of Gray Communications Systems, Inc., as amended (incorporated
          by reference to Exhibit 3(i) to the Company's Form 10 dated October 7,
          1991, as amended on January 29, 1992 and March 2, 1992, Exhibit 3(i)
          to the Company's Form 10-K for the period ended June 30, 1993 and
          Exhibit 3(d) to the Company's Form 10-K for the transition period from
          July 1, 1993 to December 31, 1993)

     3.4  Amendment to the By-Laws of Gray Communication Systems, Inc. dated
          September 3, 1996 (incorporated by reference to Exhibit 3.2.1 to the
          Company's Registration Statement on Form S-1 (Registration No. 333-
          4338))

     5    Opinion of Heyman & Sizemore re:  validity of securities

                                      II-2
23.1 Consent of Ernst & Young LLP as to use of their report on the
          financial statements for Gray Communications Systems, Inc.

     23.2 Consent of Ernst & Young LLP as to use of their report on certain
          financial statements of WRDW-TV

     23.3 Consent of Ernst & Young LLP as to use of their report on certain
          financial statements of the Broadcasting and Paging Operations of John
          H. Phipps, Inc.

     23.4 Consent of Deloitte & Touche LLP as to use of their report on certain
          financial statements of WRDW-TV

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

     24   Power of Attorney (see signature page)

     ITEM 9.  UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes:

               (1)   To file, during any period in which offers or sales are
          being made, a post-effective amendment to this registration statement,

               (i)   to include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;

               (ii)  to reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;

               (iii) to include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement; PROVIDED, HOWEVER, that paragraphs (a)(1)(i)
          and (a)(1)(ii) do not apply if the registration statement is on Form
          S-3, Form S-8 or Form F-3, and the information required to be included
          in a post-effective amendment by those paragraphs is contained in
          periodic reports filed with or furnished to the Commission by the
          Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
          Act of 1934 that are incorporated by reference in the registration
          statement.

          (2)  That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at the time shall be deemed to
     be the initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

                                      II-3
(b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 November 4, 1996.

                                   GRAY COMMUNICATIONS SYSTEMS, INC.

                                   By:  /s/ J. Mack Robinson
                                       -------------------------------------
                                       J. Mack Robinson
                                       President

                        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 William A. Fielder III, or either of them, as his true and 
lawful attorney-in-fact and agent, with full power of substitution, to sign 
on his 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 A Common Stock or Class B Common Stock of Gray Communications 
Systems, Inc. under the Company's 1992 Long-Term Incentive Plan 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 and Director       November 4, 1996
---------------------------        (principal executive
    J. Mack Robinson               officer)

/s/ William A. Fielder III         Vice President and Chief     November 4, 1996
---------------------------        Financial Officer
    William A. Fielder III         (principal financial
                                   officer)

/s/ Sabra H. Cowart                Controller and Chief         November 4, 1996
---------------------------        Accounting Officer
    Sabra H. Cowart                (principal accounting
                                   officer)

                                      II-5
/s/ Richard L. Boger               Director                     November 4, 1996
---------------------------
    Richard L. Boger

/s/ Hilton H. Howell, Jr.          Director                     November 4, 1996
---------------------------
    Hilton H. Howell, Jr.

/s/ William E. Mayher III          Director                     November 4, 1996
---------------------------
    William E. Mayher III

/s/ Howell W. Newton               Director                     November 4, 1996
---------------------------
    Howell W. Newton

/s/ Robert S. Prather, Jr.         Director                     November 4, 1996
---------------------------
    Robert S. Prather, Jr.

/s/ Hugh Norton                    Director                     November 4, 1996
---------------------------
    Hugh Norton

                                      II-6