SecProbe.io

August 2, 2011
 Via E-mail

Hilton H. Howell, Jr. Vice-Chairman and Chief Executive Officer Gray Television, Inc. 4370 Peachtree Road, NE Atlanta, Georgia 30319
Re: Gray Television, Inc.
  Form 10-K for fiscal year ended December 31, 2010
Filed March 11, 2011 File No. 001-13796

Dear Mr. Howell:

We have reviewed your filing and have the fo llowing comments.  Please comply with the
following comments in future filings.  Confirm in  writing that you will do so and explain to us
how you intend to comply.
  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.
 Form 10-K for fiscal year  ended December 31, 2010

 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 31
 Liquidity and Capital Resources, page 41

1. We note that during the fiscal year en ding December 31, 2011, you expect to incur
approximately $59 million in interest on your long-term debt obligations and you also expect your capital expenditures to be between $15 million and $20 million.  Please
provide a more detailed and quantified (if possible), discussion of whether your existing
cash, cash equivalents, net cash from operations and sources of liquidity will be sufficient to fund your operations, anticipat ed capital expenditures and debt repayment obligations
for at least the next twelve months.  In  addition, provide a di scussion regarding the
company’s ability to meet its long-term liqui dity needs.  Note that we consider “long-

Hilton H. Howell, Jr.
Gray Television, Inc.  August 2, 2011 Page 2

 term” to be the period in excess of the next twelve months.  Refer to Section IV of the
Commission’s Interpretive Release on Manageme nt Discussion and Analysis of Financial
Condition and Results of Operations which is located on our website at:
http://www.sec.gov/rule s/interp/33-8350.htm.
 Definitive Proxy Statement filed on Sche dule 14A Incorporated by Reference

 Executive Compensation, page 21

 Compensation Discussion and Analysis, page 21

2. With respect to your annual incentive plan compensation awards, we note your disclosure
that your Management Personnel Committee established performance goals for 2010 for your named executive officers that are based 75% on corporate financial performance and
25% on individual performance.  Specificall y, we note your disclosu re that individual
performance objectives for your named executive  officers were established and approved
by your Management Personnel Committee and were considered a key component of
your annual incentive awards made to your named executive officers.  Please expand
your disclosure to describe the specific individual objectives for each named executive
officer that are taken into account when de termining your annual incentive compensation
awards.  Please provide us with proposed  disclosure using information from your 2010
proxy statement.
  Refer to Item 402(b)(2)(vii) of Regulation S-K.

Grants of Plan-Based Awards in 2010, page 36

3. We note that in lieu of providing a Grants of Plan-Based Awards Table, you reference
specific charts and a discussion on page  28 related to your annual incentive
compensation.  However, your disclosure in  your proxy materials do es not provide the
required tabular information pursuant to Item  402(d) of Regulation S-K.  Therefore,
please revise to provide the information requ ired pursuant to Item 402(d) of Regulation
S-K.  This includes providing tabular disclosu re of each grant of an award made to your
named executive officers in your last completed fiscal year under any compensation plan.
Provide estimated future payouts for both non-equ ity and equity incenti ve plan awards at
the threshold, target and maximum levels for each of your named executive officers.

Outstanding Equity Awards at December 31, 2010, page 36

4. Revise to provide your outstanding equity awards information in only one table as
required pursuant to Item 402( f) of Regulation S-K.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Hilton H. Howell, Jr.
Gray Television, Inc.  August 2, 2011 Page 3

  In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.
     Please contact Reid Hooper, Attorney-A dviser, at (202) 551-3359, Jessica Plowgian,
Attorney-Adviser, at (202) 551-3367, or me, at (202) 551-3810, with any other questions.
  Sincerely,
                /s/ Larry Spirgel
Larry Spirgel
        A s s i s t a n t  D i r e c t o r    cc: Via E-mail

Mark L. Hanson, Esq.
 Jones Day