SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Gray Communications Systems, Inc
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(Name of Issuer)
Common stock
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(Title of Class of Securities)
389190208
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than 5 percent of the class securities
described in Item 1; and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See Rule 13d-7.)
* The remainder of the cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 5 Pages
<PAGE>
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CUSIP No. 389190208 13G Page 2 of 5 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Standish, Ayer & Wood
#04-1863660
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Boston, MA.
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5. SOLE VOTING POWER
474,100
NUMBER OF
SHARES 6. SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH 474,100
8. SHARED DISPOSITIVE POWER
-0-
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
474,100
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10. CHECK BOX IF AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.24%
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12. TYPE OF REPORTING PERSON*
Investment adviser
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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<PAGE>
SCHEDULE G
Item 1(a). Name of Issuer
Gray Communications Systems, Inc.
Item 1(b). Address of Issuer's Principal Office
126 North Washington Street
PO Box 48
Albany, GA 31702-0048
Item 2(a). Name of Person Filing
Standish, Ayer & Wood, Inc.
Item 2(b). Address of Principal Business Office
One Financial Center
Boston, MA 02111-2690
Item 2(c). Citizenship
U.S. (a Massachusetts corporation)
Item 2(d). Title of Class of Securities
Common Stock
Item 2(e). CUSIP Number
389190208
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company registered under Section 3(a)(19) of
the Act
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act
(e) [x] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund: see Section
240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
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<PAGE>
SCHEDULE G
Item 4. Ownership
If the percent of the class owned, as of December 31 of the
year covered by the statement, or as of the last day of any
month described in Rule 13d-1(b)(2), if applicable, exceeds 5
percent, provide the following information as of that date and
identify those shares which there is a right to acquire.
(a) Amount beneficially owned: 474,100
(b) Percent of Class: 9.24%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
474,100
(ii) shared power to vote or to direct the vote:
-0-
(iii) sole power to dispose or to direct the disposition of:
474,100
(iv) shared power to dispose or direct the disposition of:
-0-
Standish, Ayer & Wood, Inc. disclaims any beneficial interest in any
of the foregoing securities.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
If any other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and,
if such interest relates to more than five percent of the
class, such person should be identified. A listing of the
shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of an
employee benefit plan, pension fund or endowment fund is not
required.
All securities reported upon in this schedule are owned by
advisory clients of Standish, Ayer & Wood, Inc., no one of
which to the knowledge of Standish, Ayer & Wood, Inc., owns
more than 5% of the class
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<PAGE>
SCHEDULE G
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
If a parent holding company has filed this schedule, pursuant
to Rule 13d- 1(b)(ii)(G), so indicate under Item 3(g) and
attach an exhibit stating the identity and the Item 3
classification of the relevant subsidiary. If a parent holding
company has filed this schedule pursuant to Rule 13d-1(c),
attach an exhibit stating the identification of the relevant
subsidiary.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to Rule
13d-1(b)(ii)(H), so indicate under Item 3(b) and attach an
exhibit stating the identity and Item 3 classification of each
member of the group. If a group has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the
identity of each member of the group.
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
Signature
After reasonable inquire and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: February 4, 1999
Signature: ________________________
Name/Title: ________________________
Beverly Banfield
Associate Director/Compliance Officer
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