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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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 J MACK (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) Chairman & CEO
	3. Date of Earliest Transaction (Month/Day/Year) 05/15/2006
	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)								118,950	D
Common Stock (GTN)								85,500	I	Spouse
Common Class A Stock (GTN.A)								10,400	I(1)	Spouse
Common Stock (GTN)								43,750	I	Spouse as Trustee for Children
Common Class A Stock (GTN.A)								1,062,380	I	Spouse as Trustee for Children
Common Stock (GTN)								35,000	I	Delta Fire & Casualty Ins. Co.
Common Class A Stock (GTN.A)								33,750	I	Delta Fire & Casualty Ins. Co.
Common Stock (GTN)								10,000	I	Delta Life Ins. Co.
Common Class A Stock (GTN.A)								135,795	I	Delta Life Ins. Co.
Common Class A Stock (GTN.A)								221,706	I	Bankers Fidelity Life Ins. 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	Assoc. Casualty Insurance Co.
Common Class A Stock (GTN.A)								22,000	I	Assoc. Casualty Insurance Co.
Common Stock (GTN)								50,000	I	American Southern Insurance Co.
Common Stock (GTN)								4,261(2)	D
Common Class A Stock (GTN.A)								101,200	I	Gulf Capital Services, Ltd.
Common Class A Stock (GTN.A)								609,840	I	Spouse
Common Class A Stock (GTN.A)	05/15/2006		A		10,000	A	$7.19	750,275	D

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
Option - Class A Common Stock (GTN.A)	$15.39(3)							11/19/2000	11/19/2008	GTN.A(3)	11,570		11,570(3)	D
Option - Common Stock (GTN)	$10.93(3)							11/20/2005	11/20/2008	GTN(3)	45,720		45,720(3)	D
Option - Common Stock (GTN)	$9.58(3)							09/30/2004	09/30/2007	GTN(3)	125,730		125,730(3)	D
Option - Common Stock (GTN)	$9.82(3)							01/07/2004	01/07/2007	GTN(3)	76,581		76,581(3)	D
Series C Pref Stock	$13.07(4)							04/22/2007	04/22/2012	GTN	41,316(5)		54	I	Spouse
Series C Pref Stock	$13.07(4)							04/22/2007	04/22/2012	GTN	27,544(5)		36	I	Spouse as Trustee for Children
Series C Pref Stock	$13.07(4)							04/22/2007	04/22/2012	GTN	27,544(5)		36	I	Spouse as Trustee for Children
Series C Pref Stock	$13.07(4)							04/22/2007	04/22/2012	GTN	133,894(5)		175	I	Georgia Casualty and Surety Co.
Series C Pref Stock	$13.07(4)							04/22/2007	04/22/2012	GTN	133,894(5)		175	I	Bankers Fidelity Life Insurance Co.
Series C Pref Stock	$13.07(4)							04/22/2007	04/22/2012	GTN	228,003(5)		298	I	Delta Life Insurance Co.
Series C Pref Stock	$13.07(4)							04/22/2007	04/22/2012	GTN	38,256(5)		50	I	Delta Fire & Casualty Insurance Co.
Option - Common Stock (GTN)	$12.3(3)							05/19/2005	11/19/2007	GTN	57,150(3)		57,150(3)	D
Options-Common Stock (GTN)	$9.71(3)							06/07/2005	06/07/2010	GTN	142,875(3)		142,875(3)	D

Explanation of Responses:

1. Shares are held in an IRA account.

2. Held in 401K plan and based on plan statement as of 12/31/05.

3. Reflects anti-dilution adjustment undertaken as a result of the spin-off completed on December 30, 2005.

4. In April of 2002, the Company issued Series C Preferred Stock to Mr. Robinson and certain of his affiliates in exchange for Series A and Series B Preferred Stock then held by Mr. Robinson. The Series C Preferred Stock is convertible into the Company's Common Stock ("GTN")at a conversion price of $13.07 (as adjusted for the spin off of TCM) per share. The Series C Preferred Stock is redeemable at the Company'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.

5. 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 ($13.07 as adjusted for the spin off of TCM).

Remarks:

	Dottie Boudreau by power of attorney	05/16/2006
	** 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.


Dottie R. Boudreau


         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 1st day of November, 2005.


                                                     /s/ J. Mack Robinson
                                                     Signature

                                                     J. Mack Robinson
                                                     Print Name