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SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
HIGHLAND CAPITAL MANAGEMENT LP
(Last) (First) (Middle)
13455 NOEL ROAD
SUITE 800
(Street)
DALLAS TX 75240
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/04/2006 		3. Issuer Name and Ticker or Trading Symbol
GRAY TELEVISION INC [ GTN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, no par value(1)(2)(3) 4,273,722(1)(2) I See Footnote(4)
Common Stock, no par value(1)(2)(3) 259,100(1)(2) D(5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
HIGHLAND CAPITAL MANAGEMENT LP
(Last) (First) (Middle)
13455 NOEL ROAD
SUITE 800
(Street)
DALLAS TX 75240
(City) (State) (Zip)
1. Name and Address of Reporting Person*
DONDERO JAMES D
(Last) (First) (Middle)
13455 NOEL ROAD
SUITE 800
(Street)
DALLAS TX 75240
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Highland Credit Strategies Fund
(Last) (First) (Middle)
13455 NOEL ROAD
SUITE 800
(Street)
DALLAS TX 75240
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Strand Advisors, Inc.
(Last) (First) (Middle)
13455 NOEL ROAD
SUITE 800
(Street)
DALLAS TX 75240
(City) (State) (Zip)
Explanation of Responses:
1. This statement is filed by and on behalf of: (i) Highland Credit Strategies Fund ("Credit Strategies Fund"); (ii) Highland Capital Management, L.P. ("Capital Management"); (iii) Strand Advisors, Inc. ("Strand"); and (iv) James D. Dondero. Capital Management serves as an investment adviser and/or manager to other persons, including Credit Strategies Fund. Capital Management may be deemed to beneficially own shares owned and/or held by and/or for the account and/or benefit of other persons, including Credit Strategies Fund. Strand is the general partner of Capital Management. Strand may be deemed to beneficially own shares owned and/or held by and/or for the account and/or benefit of Capital Management. Mr. Dondero is the President of Credit Strategies Fund and the President and a director of Strand. Mr. Dondero may be deemed to beneficially own shares owned and/or held by and/or for the account and/or benefit of Strand.
2. Each of the reporting persons states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each of the reporting persons disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
3. Each of the reporting persons may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer.
4. Includes shares and/or held by and/or for the account and/or benefit of other persons, including 259,100 shares and/or held by and/or for the account and/or benefit of Credit Strategies Fund.
5. Includes 259,100 shares and/or held by and/or for the account and/or benefit of Credit Strategies Fund.
By: Strand Advisors, Inc., its general partner /s/ James Dondero, President 11/15/2006
** 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 5 (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.
                                                                      EXHIBIT 24

                  JOINT FILING AGREEMENT AND POWER OF ATTORNEY

                                November 15, 2006

         Pursuant to and in accordance with the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder, each party hereto hereby
agrees to the joint filing, on behalf of each of them, of any filing required by
such party under Section 13 or Section 16 of the Exchange Act or any rule or
regulation thereunder (including any amendment, supplement, and/or exhibit
thereto) with the Securities and Exchange Commission (and, if such security is
registered on a national securities exchange, also with the exchange), and
further agrees to the filing, furnishing, and/or incorporation by reference of
this Joint Filing Agreement and Power of Attorney as an exhibit thereto. This
Joint Filing Agreement and Power of Attorney shall remain in full force and
effect until revoked by any party hereto in a signed writing provided to each
other party hereto, and then only with respect to such revoking party.

         Know all men by these presents, that each party hereto hereby
constitutes and appoints each of J. Kevin Ciavarra and Michael S. Minces,
and each of them, as the true and lawful attorneys-in-fact and agents,
or attorney-in-fact and agent, of such party with full power and
authority and full power of substitution and resubstitution, for,
in the name of, and on behalf of such party, place and stead, in any and all
capacities, (i) to execute any and all filings required by such party under
Section 13 or Section 16 of the Exchange Act or any rule or regulation
thereunder (including any amendment, supplement, and/or exhibit thereto), for,
in the name of, and on behalf of such party, (ii) to do and perform any and all
acts for, in the name of, and on behalf of such party which said
attorneys-in-fact, or any of them, determine may be necessary or appropriate to
complete and execute any and all such filings, amendments, supplements, and/or
exhibits, and any and all other document(s) in connection therewith, (iii) to
file such filings, amendments, supplements, exhibits, and/or documents with the
Securities and Exchange Commission (and, if such security is registered on a
national securities exchange, also with the exchange), and (iv) to perform any
and all other acts that said attorneys-in-fact or agents, or any of them,
determine may be necessary or appropriate in connection with the foregoing that
may be in the best interest of or legally required by such party, granting unto
said attorneys-in-fact and agents, or any of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as such party might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, shall do or cause to be done by
virtue hereof. Each party hereto hereby acknowledges that the foregoing
attorneys-in-fact and agents, or any of them, in serving in such capacity at the
request of such undersigned party, are not assuming any of the responsibilities
of the undersigned to comply with Section 16 or Section 13(d) of the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder.

         IN WITNESS WHEREOF, each party hereto, being duly authorized, has
caused this Joint Filing Agreement and Power of Attorney to be executed and
effective as of the date first written above.

                            Highland Credit Strategies Fund


                            By:    /s/ James Dondero
                                   -----------------------------------------
                            Name:  James Dondero
                            Title: President


                            Highland Capital Management, L.P.

                            By:    Strand Advisors, Inc., its general partner

                            By:    /s/ James Dondero
                                   -----------------------------------------
                            Name:  James Dondero
                            Title: President


                            Strand Advisors, Inc.

                            By:    /s/ James Dondero
                                   -----------------------------------------
                            Name:  James Dondero
                            Title: President


                            James Dondero

                            By:    /s/ James Dondero
                                   -----------------------------------------
                            Name:  James Dondero





                                                                      EXHIBIT 99

                             JOINT FILER INFORMATION





Name:                                  Strand Advisors, Inc.

Address:                               Two Galleria Tower
                                       13455 Noel Road, Ste. 800
                                       Dallas, Texas 75201

Designated Filer:                      Highland Capital Management, L.P.

Issuer and Ticker Symbol:              Gary Television, Inc (NYSE: GRN)

Date of Event Requiring Statement:     August 4, 2006

Relationship of Reporting Person(s)    10% Owner
to Issuer:

If Amendment, Date Original Filed      Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:      Form filed by More than One Reporting
                                         Person

Signature:                             STRAND ADVISORS, INC.

                                       By:    /s/ James Dondero
                                              -------------------------------
                                       Name:  James Dondero
                                       Title: President
                                       Date:  November 15, 2006




                             JOINT FILER INFORMATION





Name:                                  James Dondero


Address:                               Two Galleria Tower
                                       13455 Noel Road, Ste. 800
                                       Dallas, Texas 75201

Designated Filer:                      Highland Capital Management, L.P.

Issuer and Ticker Symbol:              Gary Television, Inc (NYSE: GRN)

Date of Event Requiring Statement:     August 4, 2006

Relationship of Reporting Person(s)    10% Owner
to Issuer:

If Amendment, Date Original Filed      Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:      Form filed by More than One Reporting
                                         Person

Signature:                             JAMES DONDERO

                                       By:    /s/ James Dondero
                                              -------------------------------
                                       Name:  James Dondero
                                       Date:  November 15, 2006




                             JOINT FILER INFORMATION





Name:                                  Highland Credit Strategies Fund


Address:                               Two Galleria Tower
                                       13455 Noel Road, Ste. 800
                                       Dallas, Texas 75201

Designated Filer:                      Highland Capital Management, L.P.

Issuer and Ticker Symbol:              Gary Television, Inc (NYSE: GRN)

Date of Event Requiring Statement:     August 4, 2006

Relationship of Reporting Person(s)    10% Owner
to Issuer:

If Amendment, Date Original Filed      Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:      Form filed by More than One Reporting
                                         Person

Signature:                             HIGHLAND CREDIT STRATEGIES FUND

                                       By:    /s/ James Dondero
                                              -------------------------------
                                       Name:  James Dondero
                                       Title: President
                                       Date:  November 15, 2006