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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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) 03/30/2007 (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)               225 I By Spouse (1) Common Stock (GTN)               200 I By Spouse (1) Common Stock (GTN) 03/30/2007   S   87,500 D $ 10.2 189,500 D   Common Stock (GTN)               2,266 (2) D   Common Stock (GTN.A) 03/30/2007   S   186,801 D $ 11.12 62,595 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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)

$ 9.58

09/30/2004

09/30/2007

Common Stock

125,730

125,730

D

Option - Common Stock (GTN)

$ 10.93

11/20/2005

11/20/2008

Common Stock

46,863

46,863

D

Option - Class A Common Stock (GTN.A)

$ 15.39

11/19/2000

11/19/2008

Class A Common Stock

10,803

10,803

D

Options - Common Stock (GTN)

$ 12.3

05/18/2005

11/19/2007

Common Stock

57,150

57,150

D

Options-Common Stock (GTN)

$ 9.71

06/07/2005

06/07/2010

Common Stock

142,875

142,875

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

Dottie Boudreau by Power of Attorney		04/03/2007
**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)	Held in 401K account and based on plan statement as of 12/31/05.

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