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):
                       January 8, 2002 (January 2, 2002)

                       GRAY COMMUNICATIONS SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

           Georgia                     0-13796                  58-0285030
----------------------------   ------------------------   ----------------------
(State or other jurisdiction   (Commission File Number)       (IRS Employer
       of incorporation)                                  Identification Number)

                 4370 Peachtree Road, NE
                       Atlanta, GA                          30319
       -------------------------------------------   --------------------
        (Address of principal executive offices)          (Zip code)

                                 (404) 504-9828
              (Registrant's telephone number, including area code)


(a)      The following sets forth the information required by Item 304(a)(1) of
         Regulation S-K:

         (i)      On January 2, 2002 Ernst & Young LLP was dismissed as the
                  Company's principal accountant.

         (ii)     The reports of Ernst & Young LLP on the Company's financial
                  statements for the years ended December 31, 2000 and 1999 did
                  not contain an adverse opinion or a disclaimer of opinion,
                  and were not qualified or modified as to uncertainty, audit
                  scope or accounting principles.

         (iii)    The decision to change accountants was recommended by the
                  Company's Audit Committee and approved by the Company's Board
                  of Directors.

         (iv)     During the years ended December 31, 2000 and 1999 and through
                  January 2, 2002, there were no disagreements with Ernst &
                  Young LLP on any matter of accounting principles or
                  practices, financial statement disclosures or audit scope or
                  procedure, which disagreements if not resolved to the
                  satisfaction of Ernst & Young LLP would have caused them to
                  make reference thereto in their reports on the financial
                  statements for such periods.

         (v)      During the years ended December 31, 2000 and 1999 and through
                  January 2, 2002, there have occurred none of the "reportable
                  events" listed in Item 304(a)(1)(v) of Regulation S-K.

(b)      The Company has requested that Ernst & Young LLP furnish a letter
         addressed to the SEC stating whether or not it agrees with the above
         statements. A copy of such letter, dated January 8, 2002, is filed as
         Exhibit 16.1 to this Form 8-K.

(c)      The Company has retained PricewaterhouseCoopers LLP as its principal
         independent accountants, effective January 7, 2002.


         16.1     Letter from Ernst & Young LLP confirming their agreement with
                  the information contained in this filing.



         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.

                                        Gray Communications Systems, Inc.

                                    By:           /s/ James C. Ryan
                                                    James C. Ryan
                                                Vice President-Finance
                                             and Chief Financial Officer

Date:  January 8, 2002