SEC Filing | Gray Television, Inc

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SEC FORM 4/A 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^*

ROBINSON HARRIETT J

(Last)

(First)

(Middle)

3500 TUXEDO ROAD,NW

(Street)

ATLANTA

30305

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/22/2004

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option - Common Stock (GTN)	$14.06	11/19/2004		A		50,000		05/19/2005	11/19/2007	GTN	50,000	$0.00	50,000	I⁽¹⁾	Spouse

Explanation of Responses:

1. On November 19, 2004, Mr. J. Mack Robinson, spouse of Mrs. Harriett J. Robinson, was awarded an option to purchase 50,000 shares of Gray Common Stock (GTN). On November 22, 2004, a Form 4 was filed on behalf of Mrs. Harriett J. Robinson to disclose that her spouse, Mr. J. Mack Robinson, had been awarded this option. The Form 4 that was filed on November 22, 2004 erroneously classified the ownership of these options as "Direct" in Column 10 of Table II rather than "Indirect." Mrs. Harriett J. Robinson did not receive a similar option. This Form 4/A has been filed to correct this reporting error.

Remarks:

	J. S. Cowart IV by power of attorney	11/22/2004
	** 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.
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 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.


										   /s/ Harriett J.
Robinson
										   Signature


										   Harriett Robinson

										   Print Name