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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

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)            February 20, 2004 (February 13, 2004)    

GRAY TELEVISION, INC.

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SIGNATURES
EX-99 NOTICE TO GRAY TELEVISION INC.

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Item 7.       Financial Statements and Exhibits.

(a)

Financial Statements

Not applicable.

(b)

Pro Forma Financial Information

Not applicable.

(c)

Exhibit

99      Notice to Gray Television, Inc.’s officers and directors as provided on February 20, 2004

Item 11.       Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans

         On February 13, 2004, Gray Television, Inc. received notice from MetLife Retirement Plans notifying it of a change in the administrator and investment provider for the Company’s Capital Accumulation Plan from Smith Barney/Leggett to MetLife. A copy of the related notice provided by the Company to its officers and directors is hereby attached as Exhibit 99 and incorporated herein by reference.

 

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SIGNATURES

         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.

 

                                                                      EXHIBIT 99
GRAY
Television, Inc.


              NOTICE OF TRADING RESTRICTIONS DURING BLACKOUT PERIOD

                                FEBRUARY 20, 2004

TO:  DIRECTORS AND EXECUTIVE OFFICERS OF GRAY TELEVISION, INC.

         The purpose of this notice is to inform you that a "blackout period" is
scheduled to occur under the Gray Television, Inc. Capital Accumulation Plan
(the "Plan") for the period beginning March 22, 2004, and ending May 14, 2004
(the "Blackout Period"). The Blackout Period is scheduled to occur in connection
with a change in the administrator and investment provider for the Plan from
Smith Barney/Leggett to MetLife. During the Blackout Period, participants in the
Plan will be unable to direct or diversify the assets held in their accounts
under the Plan. This restriction on investment direction and diversification
also includes assets under the Plan invested in Gray Television, Inc. Common
Stock and Gray Television, Inc. Common Stock - A ("Company Stock"). You will be
notified in the event there is a change in either the beginning or ending date
of the Blackout Period as soon as reasonably practicable after such change has
been determined.

         Pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002, as a
director or executive officer of Gray Television, Inc. (the "Company"), you are
generally prohibited during the Blackout Period from purchasing, selling or
otherwise acquiring or transferring any Company Stock if you acquire or
previously acquired such Company Stock in connection with your service or
employment as a director or executive officer of the Company. Note that various
transactions are exempt from these trading restrictions. In addition, there are
special rules for determining which Company Stock is treated as having been
acquired in connection with service or employment as a director or executive
officer. In the event you have any questions regarding the Blackout Period or
the restrictions applicable to directors or executive officers of the Company,
you may contact Martha E. Gilbert, Gray Television, Inc., 126 N. Washington
Street, Albany, GA 31701, Telephone Number: (229) 888-9375.





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