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) March 10, 2005

GRAY TELEVISION, INC.

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

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

     The information set forth under this Item 2.02 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

     On March 10, 2005, Gray Television, Inc. issued a press release reporting its financial results for the fourth quarter ended December 31, 2004. A copy of the press release is hereby attached as Exhibit 99 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits

     99 Press Release of Gray Television, Inc. issued March 10, 2005.

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 INDEX

     99 Press Release of Gray Television, Inc. issued March 10, 2005.

NEWS RELEASE

Gray Reports Record Operating Results

for the Three Months and Year Ended December 31, 2004

     Atlanta, Georgia – March 10, 2005 . . . Gray Television, Inc. (“Gray”) (NYSE: GTN) today announced record setting results from operations for the three months (“fourth quarter”) and year ended December 31, 2004 as compared to the three months and year ended December 31, 2003. In addition, Gray announced a record setting amount of net cash provided by operating activities for the year ended December 31, 2004.

Highlights for the three months and year ended December 31, 2004:

     Gray purchased a combined total of 1.7 million shares of Gray Common Stock (“GTN”) and Gray Class A Common Stock (“GTNA”) for $22.4 million during 2004. From January 1, 2005 through March 9, 2005, Gray has purchased an additional combined total of 367,700 shares of GTN and GTNA for $ 5.2 million.

     On January 31, 2005, Gray completed the acquisition of KKCO-TV, the #1 rated NBC-affiliate in Grand Junction, CO. The purchase price was $13.5 million.

Comments on Results of Operations for the Three Months Ended December 31, 2004:

     Revenues. Total revenues for the fourth quarter of 2004 increased 25% over the same period of the prior year to $100.6 million.

     Broadcasting revenues increased a combined total of 30% over the same period of the prior year to $86.5 million. The increase in broadcasting revenues reflects increased political advertising revenues as well as increased non-political broadcasting advertising revenues. Political advertising revenues increased to $20.8 million from $2.3 million reflecting the cyclical influence of the 2004 Presidential election. Excluding political advertising revenues, local broadcasting advertising revenues increased 2% to $42.2 million from $41.4 million and national broadcasting advertising revenues decreased 4% to $17.9 million from $18.7 million. We

4370 Peachtree Road, NE * Atlanta, GA 30319
(404) 504-9828 * Fax (404) 261-9607 revenues decreased 4% to $17.9 million from $18.7 million. We

attribute the increases in non-political local broadcasting advertising revenues to improved economic conditions and broad based demand for commercial time by local advertisers. We believe that commercial time used for political advertising limited, in part, the amount of commercial time available for sale by Gray to national advertisers during the fourth quarter of 2004.

     Newspaper publishing and other revenues increased 2% over the same period of the prior year to $14.1 million from $13.9 million. Publishing and other revenues increased primarily due to increases in newspaper retail advertising of 9% and classified advertising of 7%.

     Operating expenses. Operating expenses before depreciation, amortization and loss on disposal of assets increased 17% over the same period of the prior year to $60.2 million. The increase in expenses for the current period includes non-cash charges of approximately $1.1 million for common stock contributed to Gray’s 401(k) plan compared to $980,000 for the same period of 2003. In addition, during the fourth quarter of 2004 Gray incurred approximately $328,000 in costs associated with complying with the Sarbanes-Oxley Act of 2002; the prior period did not have any similar costs.

Comments on Results of Operations for the Year Ended December 31, 2004:

     Revenues. Total revenues for the year ended December 31, 2004 increased 17% over the same period of the prior year to $346.6 million.

     Broadcasting revenues increased 21% over the same period of the prior year to $293.3 million. The increase in broadcasting revenues reflects increased political advertising revenues as well as increased non-political broadcasting revenues. Political advertising revenues increased to $41.7 million from $5.7 million as compared to the same period of 2003 reflecting the cyclical influence of the 2004 Presidential election. Excluding political advertising revenues, local broadcasting advertising revenues increased 7% to $160.7 million from $150.1 million and national broadcasting advertising revenues remained consistent with that of the prior year at $70.8 million. We attribute the increases in non-political local broadcasting advertising revenues to improved economic conditions and broad based demand for commercial time by local advertisers. We believe that commercial time used for political advertising limited, in part, the amount of commercial time available for sale by Gray to national advertisers during 2004.

     Newspaper publishing and other revenues increased 2% to $53.3 million from $52.3 million. Publishing and other revenues increased primarily due to increases in newspaper retail advertising of 7% and increases in classified advertising of 6%.

     Operating expenses. Operating expenses before depreciation, amortization and (gain) loss on disposal of assets increased 9% to $208.7 million. The 2004 expense includes non-cash charges of approximately $2.6 million for common stock contributed to Gray’s 401(k) plan compared to $2.5 million for the same period of 2003. In addition, during 2004 Gray incurred approximately $1.0 million in costs associated with complying with the Sarbanes-Oxley Act of 2002; the prior year did not have any similar costs.

Balance Sheet:

     Gray’s cash balance was $50.6 million at December 31, 2004 compared to $11.9 million at December 31, 2003. The increase in cash reflects a record setting $102.7 million of net cash generated by Gray’s operations during 2004 compared to $62.3 million for 2003. The 2004 net cash generated from operations was partially offset by the return of $32.0 million of capital to Gray’s common and preferred shareholders through the payment of dividends and the purchase of its common stock as well as $36.3 million of cash used for capital expenditures. Total debt outstanding at December 31, 2004 and December 31, 2003 was $655.9 million ⁽³⁾.

Detailed table of operating results follows on the next page.

Gray Television, Inc.

Gray Television, Inc.
(in thousands, except per share data and percentages)

Gray Television, Inc.

Guidance for the First Quarter of 2005

     We currently anticipate that Gray’s results of operations for the three months ended March 31, 2005 will approximate the ranges presented in the table below (dollars in thousands).

     Included within the operating expense estimates presented above, we currently estimate that non-cash 401(k) plan expense will range between $525,000 and $575,000 for the three months ended March 31, 2005 compared with $560,000 for the same period of 2004.

Conference Call Information

     Gray Television, Inc. will host a conference call to discuss its fourth quarter operating results on March 10, 2005. The call will begin at 11:00 AM Eastern Time. The live dial-in number is 1-888-789-0150 and the reservation number is T553668G. The call will be webcast live and available for replay at www.graytvinc.com. The taped replay of the conference call will be available at 1-888-509-0081 until March 24, 2005.

Gray Television, Inc.

The Company

     Gray Television, Inc. is a communications company headquartered in Atlanta, Georgia, and currently owns 31 television stations serving 27 television markets. The stations include 16 CBS affiliates, eight NBC affiliates and seven ABC affiliates. Gray Television, Inc. has 23 stations ranked #1 in local news audience and 22 stations ranked #1 in overall audience within their respective markets based on the average results of the 2004 Nielsen ratings reports. The TV station group reaches approximately 5.5% of total U.S. TV households. Gray also owns five daily newspapers, four in Georgia and one in Indiana.

Notes:

     (1) Reconciliation of Net Income to the Non-GAAP term “EBITDA” ($ in thousands):

Adjusted Media Cash Flow is a non-GAAP term the Company uses as a measure of performance. Adjusted Media Cash Flow is used by the Company to approximate the amount used to calculate key financial performance covenants including, but not limited to, limitations on debt, interest coverage, and fixed charge coverage ratios as defined in the Company’s senior credit facility and/or subordinated note indenture. Adjusted Media Cash Flow is defined as operating income, plus depreciation and amortization (including amortization of program broadcast rights), non-cash compensation and (gain) loss on disposal of assets, less payments for program broadcast obligations. Accordingly, the Company has provided a reconciliation of Adjusted Media Cash Flow to net income.

(3) Total debt as of December 31, 2004 and December 31, 2003 does not include $1.0 million and $1.2 million, respectively, of unamortized debt discount on Gray’s 9¹/4% Senior Subordinated Notes due March 2011.

Gray Television, Inc.

Cautionary Statements for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act

     The preceding comments on Gray’s current expectations of operating results for the first quarter of 2005 are “forward looking” for purposes of the Private Securities Litigation Reform Act of 1995. Actual results of operations are subject to a number of risks and may differ materially from the current expectations discussed in this press release. See Gray’s Annual Report on Form 10-K for a discussion of risk factors that may affect its ability to achieve the results contemplated by such forward looking statements.

Gray Television, Inc.