EXHIBIT 3.3

                             AMENDMENT TO THE BYLAWS
                      OF GRAY COMMUNICATIONS SYSTEMS, INC.
                                 JANUARY 6, 1999

      The Bylaws of Gray Communications Systems, Inc. were amended by the Board
of Directors by Unanimous Written Consent on January 6, 1999 deleting the
following sections in their entirety and substituting in lieu thereof the
following:

      NOW, THEREFORE, BE IT RESOLVED, that the Bylaws of the Company be, and the
same hereby are, amended by deleting the current Section 2 of Article III
thereof, in its entirety and substituting in lieu thereof the following:

      Section 2 NUMBER, TENURE AND QUALIFICATIONS.

      "The number of directors of the Corporation shall be not less than 3 nor
      more than 15, the exact number of which may be established by the Board of
      Directors. Each Director shall hold office until the next annual meeting
      of stockholders and until his or her successor shall have been elected and
      qualified. A majority of the directors shall be bona fide residents of the
      State of Georgia."

      FURTHER RESOLVED, that the Bylaws of the Company be, and the same hereby
are, amended by deleting the current Section 8 of Article III thereof, in its
entirety and substituting in lieu thereof the following:

      Section 8 VACANCIES.

      "Any vacancy occurring in the Board of Directors may be filled by the
      affirmative vote of a majority of the remaining directors though less than
      a quorum of the Board of Directors. A director elected to fill a vacancy
      shall be elected for the unexpired term of his predecessor in office. Any
      directorship to be filled by reason of an increase in the number of
      directors shall be filled by the affirmative vote of a majority of the
      Board of Directors but only for a term of office continuing until the next
      election of directors by the stockholders and until the election and
      qualification of the successor."