Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
PRATHER ROBERT S JR
   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)
President and C.O.O.
(Last)
(First)
(Middle)
4370 PEACHTREE ROAD,NE		 3. Date of Earliest Transaction (Month/Day/Year)
12/31/2004
(Street)

ATLANTA, GA 30319		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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
Class A Common Stock (GTN.A) 12/31/2004   P   1,000 A $ 14.09 226,320 D  
Class A Common Stock (GTN.A) 01/03/2005   P   1,000 A $ 13.865 227,320 D  
Class A Common Stock (GTN.A)               225 I By Spouse (1)
Common Stock (GTN)               200 I By Spouse (1)
Common Stock (GTN)               109,456 (2) D  

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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 Underlying Securities
(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 of Derivative Security: 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 - Common Stock (GTN) $ 10.95             09/30/2004 09/30/2007 Common Stock 110,000   110,000 D  
Option - Common Stock (GTN) $ 14             11/19/2000 11/19/2003 Common Stock 41,000   41,000 D  
Option - Class A Common Stock (GTN.A) $ 17.81             11/19/2000 11/19/2008 Class A Common Stock 9,337   9,337 D  
Option - Common Stock (GTN) $ 10.13             05/25/2002 05/25/2005 Common Stock 100,000   100,000 D  
Option - Common Stock (GTN) $ 11.23             01/07/2004 01/07/2007 Common Stock 67,000   67,000 D  
Options - Common Stock (GTN) $ 14.06             05/19/2005 11/19/2007 Common Stock 50,000   50,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PRATHER ROBERT S JR
4370 PEACHTREE ROAD,NE
ATLANTA, GA 30319		   X     President and C.O.O.  

Signatures

 Jackson S. Cowart IV, by Power of Attorney   01/04/2005
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Owned by reporting person's wife, as to which shares Mr. Prather disclaims beneficial ownership.
(2) Amount includes 5,000 shares of restricted stock awarded in January 2003, 100,000 shares of restricted stock awarded in August 2003 and 1,000 shares of restricted stock awarded in August 2004. A portion of the restricted stock has now vested. Amount also includes 3,456 shares of Gray Common Stock which were purchased through Gray's Employee Stock Purchase Plan.

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