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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HOWELL HILTON H JR
(Last) (First) (Middle)
4370 PEACHTREE ROAD,NE
(Street)
ATLANTA GA 30319
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GRAY TELEVISION INC [ GTN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Vice Chairman
3. Date of Earliest Transaction (Month/Day/Year)
08/25/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock (GTN) 08/25/2004 A 1,000 A $0.00(1) 189,497 D
Common Class A Stock (GTN.A) 60,000 D
Common Class A Stock (GTN.A) 58,575 I Spouse
Common Class A Stock (GTN.A) 500 I children
Common Stock (GTN) 35,000 I Delta Fire & Casualty Insurance Co.
Common Class A Stock (GTN.A) 33,750 I Delta Fire & Casualty Insurance Co.
Common Stock (GTN) 10,000 I Delta Life Insurance Co.
Common Class A Stock (GTN.A) 135,795 I Delta Life Insurance Co.
Common Class A Stock (GTN.A) 221,706 I Bankers Fidelity Life Insurance Co.
Common Stock (GTN) 6,000 I Georgia Casualty & Surety Co.
Common Class A Stock (GTN.A) 132,354 I Georgia Casualty & Surety Co.
Common Stock (GTN) 72,000 I Associated Casualty Insurance Co.
Common Class A Stock (GTN.A) 22,000 I Associated Casualty Insurance Co.
Common Stock (GTN) 50,000 I American Southern Insurance Co.
Common Stock (GTN) 11,750 I American Southern Insurance Co.
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
nqso $10.75 09/21/2002 09/21/2005 GTN 80,000 80,000 D
nqso $8.89 10/28/2004 10/28/2007 GTN 25,000 25,000 D
nqso $11.23 01/07/2004 01/07/2007 GTN 6,700 6,700 D
Series C Preferred Stock $14.39(2) 04/22/2007 04/22/2012 GTN 121,612(3) 175 I Georgia Casualty & Surety Co.
Series C Preferred Stock $14.39(2) 04/22/2007 04/22/2012 GTN 121,612(3) 175 I Bankers Fidelity Life Insurance Co.
Series C Preferred Stock $14.39(2) 04/22/2007 04/22/2012 GTN 207,088(3) 298 I Delta Life Insurance Co.
Series C Preferred Stock $14.39(2) 04/22/2007 04/22/2012 GTN 34,746(3) 50 I Delta Fire & Casualty Insurance Co.
Explanation of Responses:
1. 1,000 shares of restricted common stock (GTN) were awarded on August 25, 2004. These shares will fully vest on January 1, 2005.
2. In April of 2002, Gray Television, Inc. issued Series C Preferred Stock to certain affiliates of Mr. Howell and others unaffiliated with Mr. Howell or Gray. The Series C Preferred Stock is convertible into Gray's Common Stock ("GTN") at a conversion price of $14.39 per share. The Series C Preferred Stock is redeemable at Gray's option on or after April 22, 2007 and is subject to mandatory redemption on April 22, 2012 at a value of $10,000 per share.
3. Each share of Series C Preferred Stock is convertible into a number of shares of common stock determined by dividing the liquidation preference ($10,000) by the conversion price ($14.39).
Remarks:
J. S. Cowart IV, by Power of Attorney 08/27/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
 POWER OF ATTORNEY

	Know all by these presents, that the undersigned
hereby constitutes and appoints each of persons listed below, signing
singly, the undersigned's true and lawful attorney-in-fact to:


	(1)	execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of Gray Television, Inc. (the
"Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder;

	(2)	do and
perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete and execute any such Form 3, 4 or 5, and
timely file such form with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and

	(3)	take
any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in
the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf
of the undersigned pursuant to this Power of Attorney shall be in such form
and shall contain such terms and conditions as such attorney-in-fact may
approve in such attorney-in-fact's discretion.

James C. Ryan
J. S.
Cowart, IV

	The undersigned hereby grants to each such
attorney-in-fact full power and authority to do and perform any and every
act and thing whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if personally
present, with full power of substitution or revocation, hereby ratifying
and confirming all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by virtue
of this power of attorney and the rights and powers herein granted.  The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving
in such capacity at the request of the undersigned, are not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.

	This
Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

	IN WITNESS WHEREOF,
the undersigned has caused this Power of Attorney to be executed as of this
16th day of August, 2004.



						Signature



						Hilton Howell
						Print Name