Registration No. 333- _____

SECURITIES AND EXCHANGE COMMISSION

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Gray Television, Inc.

Gray Television, Inc. Director Restricted Stock Plan
Gray Television, Inc. 2002 Long-Term Incentive Plan
Gray Television, Inc. Employee Stock Purchase Plan
Gray Television, Inc. Capital Accumulation Plan
(Full title of the plan)

James C. Ryan
Gray Television, Inc.
4370 Peachtree Road, N.E.
Atlanta, Georgia 30319
(404) 504-9828
(Name, address and telephone number, including area code, of agent for service)
——————
Copies to:

Neal H. Ray, Esq.
Troutman Sanders LLP
600 Peachtree Street, Suite 5200
Atlanta, Georgia 30308
(404) 885-3268

Table of Contents

Part II — Information Required in the Registration Statement

     Gray Television, Inc. (the “Company”) filed with the Securities and Exchange Commission the following Registration Statements on Form S-8 relating to shares of the Company’s common stock, (the “Common Stock”), to be offered and sold under the Gray Television, Inc. Director Restricted Stock Plan, the Gray Television, Inc. 2002 Long-Term Incentive Plan, the Gray Television, Inc. Employee Stock Purchase Plan and the Gray Television, Inc. Capital Accumulation Plan (together, the “Plans”), and the contents of such prior Registration Statements are incorporated by reference in this Registration Statement: (1) Registration Statement on Form S-8 filed July 2, 2003 (File No. 333-106753); (2) Registration Statement on Form S-8 filed July 2, 2003 (File No. 333-106752); (3) Registration Statement on Form S-8 filed July 2, 2003 (File No. 333-106751); (4) Registration Statement on Form S-8 filed October 3, 1994 (File No. 33-84656); and (5) Registration Statement on Form S-8 filed December 12, 1996 (File No. 333-17773). The Registrant is hereby registering an additional 900,000 shares available for future grants under the Gray Television, Inc. Director Restricted Stock Plan, 3,401,370 shares available for future grants under the Gray Television, Inc. 2002 Long-Term Incentive Plan, 400,000 shares available for future grants under the Gray Television, Inc. Employee Stock Purchase Plan and 1,000,000 shares available for future grants under the Gray Television, Inc. Capital Accumulation Plan (together, the “Plan Registration Statements”). Pursuant to and as permitted by General Instruction E to Form S-8, the contents of the Plan Registration Statements are hereby incorporated by reference herein, and the opinions and consents listed in Item 8 below are attached hereto.

Item 8.  Exhibits.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on this 2nd day of July, 2004.

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert S. Prather, Jr. and James C. Ryan, and each of them (with full power in each to act alone), his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated below on the dates indicated.

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INDEX TO EXHIBITS

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