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SEC CORRESPONDENCE LETTER

Gray Television, Inc.

4370 Peachtree Road NE Atlanta, GA 30319

Phone: 404-504-9828 Fax: 404-261-9607

June 12, 2009

VIA ELECTRONIC TRANSMISSION

Mr. Larry Spirgel, Assistant Director

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Gray Television, Inc.

Form 10-K for Fiscal Year Ended December 31, 2008 Filed March 31, 2009

Form 10-Q for the quarter ended March 31, 2009 filed May 8, 2009

File No. 001-13796

Dear Mr. Spirgel:

Reference is made to the comments of the Staff of the Securities and Exchange Commission (the
“Staff”) in your letter dated May 14, 2009 (the “Comment Letter”) with respect to the Annual Report
on Form 10-K of Gray Television, Inc. (the “Company”) for the fiscal year ended December 31, 2008
and the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.

We are writing to respond to the comments contained in the Comment Letter. To facilitate your
review of our replies, we have incorporated the Staff’s original comments immediately above our
replies.

The Staff’s comments generally request that we provide additional information to supplement our
previously filed disclosures. We believe that our previously filed disclosures were accurate.
However, after considering the Staff’s comments, we will provide additional disclosures that will
enhance our future filings. Beginning with our Quarterly Report on Form 10-Q for the quarter
ending June 30, 2009, we propose to incorporate these enhanced disclosures and will update them as
necessary in subsequent periods.

Comment #1:

Form 10-K for the Year Ended December 31, 2008

Management’s Discussion and Analysis of Results of Operations and Financial Condition, page
33

General

1. The Commission’s Interpretive Release No. 34-48960, “Commission Guidance Regarding
Management’s Discussion and Analysis of Financial Condition and Results of Operations,”
explains that companies must discuss and analyze known trends, events, demands, commitments
and uncertainties that are reasonably likely to have a material effect on financial condition
or operating performance. Please expand your management’s discussion and analysis in future
filings to provide detailed and quantitative analysis to the extent practicable of any known
material trends or uncertainties. For example, please discuss how current economic conditions
are likely to impact you. As another example, discuss whether the events that accelerated in
the fourth quarter of 2008, as disclosed on page 36 under “Impairment of goodwill and
broadcast licenses,” are likely to continue and how they may impact your financial condition
and operating performance in future periods.

Reply to Comment #1:

Prospectively, beginning with the filing of our Quarterly Report on Form 10-Q for the quarter
ending June 30, 2009, we will expand our management discussion and analysis to provide more
detailed and quantitative analysis, to the extent practical, of known material trends or
uncertainties such as, our current view on the impact of the general economic recession, the impact
of the Chrysler and/or General Motors bankruptcy filings and announced closure of dealerships.

    Gray Television, Inc.

    Page 2 of 19

Comment #2:

Form 10-K for the Year Ended December 31, 2008

Results of Operations, page 36

    2.

    We note that, due to the reasons described in your discussion of
results of operations on page 36, you took significant goodwill and broadcast license impairment charges,
during the fourth quarter of 2008. You should expand your MD&A to discuss your expectations
regarding your future operating results and liquidity as a result of taking the
impairment charges. You should clearly explain to your investors, if true, that you
expect that historical operating results will not be indicative of future operating
results. You should also discuss the primary drivers in your assumptions that
resulted in the impairment charges. For instance, did you significantly reduce
projected future revenues or net cash flows or increase the discount rates? In
addition, discuss whether and when you considered a recovery of the economy in your
cash flow projections,

Reply to Comment #2:

In our future Quarterly Report on Form 10-Q for the quarter ending June 30, 2009, we propose to
disclose in critical accounting policies our impairment charge’s impact on our future operating
results and liquidity. To the extent we record impairment charges in future periods, we will also
expand our disclosure in critical accounting policies and management’s discussion and anlysis of
future Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K, in part, with substantially
similar disclosure as in the example immediately below.

Example of enhanced disclosure to be included in our Form 10-Q for the quarter ended June 30, 2009:

     These non-cash impairment charges do not have any direct impact on our liquidity,
compliance with any covenants under our debt agreements or potential future results of
operations. Our historical operating results may not be indicative of our future operating
results. However, the future ten year discounted cash flow analysis which fundamentally
supports these impairment charges did reflect assumptions relating to the impact of the
current general economic recession and dislocation of the credit markets. For purposes of
our impairment testing in 2008 compared to 2007, the impact of the current general economic
recession caused us to lower our assumptions of the overall advertising revenues available
in each of our markets throughout our ten year projection period which in turn caused us to
lower our assumptions for individual television stations’ revenues, operating cash flow
margins and net cash flows accordingly. The current general economic climate has also
caused us to assume that the general economic conditions would begin a gradual recovery in
2010 but that future growth rates in advertising revenues would be lower than rates assumed
in previous years. In addition, the current dislocation in the credit markets caused us to
increase our assumed discount rate to 10.5% for valuing broadcast licenses and 11.5% for
valuing goodwill in
comparison to the 8% discount rate used to value both broadcast licenses and goodwill
in 2007.

    Gray Television, Inc.

    Page 3 of 19

Comment #3:

Form 10-K for the Year Ended December 31, 2008

     Liquidity and Capital Resources, page 39

    3.

    Please revise to state, if true, that current cash balances, cash flows
from operations and any available funds under the revolving credit line of your senior credit facility
will be adequate to provide for your capital expenditures, debt service, and working capital
requirements within twelve months of the balance sheet date. Additionally, as
presented, your disclosure does not provide a clear understanding of your ability to
generate cash and meet existing and known or reasonably likely short-term and
long-term (in excess of the next twelve months) cash requirements. Revise your
discussion and analysis of liquidity to focus on material changes in operating,
investing and financing cash flows and the reasons underlying those changes to
provide your investor with a clear view of your liquidity and capital resource needs
as seen through the eyes of management. In addition, describe known trends, demands,
events or uncertainties that are reasonably likely to have material effects in the
future. Identify any items that contribute to uncertainties or variability in your
cash flows. For example, discuss why you amended your senior credit facility and the
impact of the less favorable terms. As another example, discuss why you chose not to
pay dividends on the Series D Perpetual Preferred Stock (and thus, upon your common
stock and Class A common stock) and quantify the financial consequences, including,
but not limited to, incremental cash outflows arising from, increased dividends on
your Series D Perpetual Preferred Stock if unpaid for three consecutive quarters and
discuss the potential consequences of continuing arrearages. In this regard, we note
that you “can provide no assurances when any future cash payments will be made on any
accumulated and unpaid Series D Perpetual Preferred Stock cash dividends presently in
arrears or that become in arrears in the future.” Refer to Section IV of the
Commission’s Interpretive Release on Managements Discussion and Analysis of Financial
Condition and Results of Operations which is located on our website at
www.sec.gov/rules/interp/33 -8350 .htm.

Reply to Comment #3:

In future filings, we propose to expand our disclosures contained in liquidity and capital
resources as indicated in the example below.

In addition, we will expand our discussion and analysis of liquidity to focus on material changes
in operating, investing and financing cash flows and the reasons underlying those changes to
provide our investors with a clearer view of our liquidity and capital resource needs as well as
describe known trends, demands, events or uncertainties that are reasonably likely to have material
effects in the future.

Proposed revisions to the original text are emphasized in bold face type.

    Gray Television, Inc.

    Page 4 of 19

Example of enhanced disclosure to be included in our Quarterly Report on Form 10-Q for the quarter
ending June 30, 2009:

     We believe that current cash balances, cash flows from operations and any available
funds under the revolving credit line of our senior credit facility will be adequate to
provide for our capital expenditures, debt service and working capital requirements through
June 30, 2010 presuming we maintain compliance with our senior credit facility leverage
ratio covenant. Our senior credit facility contains restrictive covenants that include a
leverage ratio test. As of June 30, 2009, we are in compliance with all covenants under the
senior credit facility. In the future, if we are unable to maintain compliance with these
covenants, including the leverage ratio test, we would use reasonable efforts to seek an
amendment or waiver to our senior credit facility. However, in such circumstances, we could
provide no assurances that any amendment or waiver would be obtained nor of its terms. In
the future, if we are unable to obtain any required waivers or amendments, we would be in
default under the senior credit facility and any such default could allow a majority of the
lenders to demand an acceleration of the repayment of all outstanding amounts under our
senior credit facility. Compliance with the leverage ratio covenant on or after March 31,
2010 will depend on the interrelationship of our ability to reduce outstanding debt and/or
the results of our operations during the intervening future periods.

     The continuing general economic recession, including the significant decline in auto
advertising, has adversely impacted our ability to generate cash from operations during the
current period and the recent past. If these general economic trends do not begin to
gradually improve, or if they should worsen, then our ability to maintain adequate liquidity
and/or compliance with our leverage ratio covenant will come under increased pressure.

     On March 31, 2009, we amended our senior credit facility to increase the maximum ratio
allowed under the leverage ratio covenant. Without this amendment, we would not have been
in compliance with the leverage ratio covenant and such noncompliance would have caused a
default under the agreement. This amendment increased our cash interest rate by 2% per
annum (200 basis points) and beginning April 1, 2009 requires an additional 3% per annum
(300 basis point) facility fee. Our senior credit facility is comprised of a revolving loan
and a term loan. For the period beginning April 4, 2009 and ending April 30, 2010, the
annual facility fee for the term loan and the revolving loan will accrue and be payable on
the respective term loan and revolving loan maturity dates. For the period beginning after
April 30, 2010 and for the remaining term of the senior credit facility, the annual facility
fee will be payable in cash on a quarterly basis and interest will accrue at an annual rate
of 6.5% on the facility fee balance accrued as of April 30, 2010.

     We did not fund the Series D Perpetual Preferred Stock cash dividend payments due on or
after January 15, 2009 that have accumulated since the fourth quarter of 2008. Such
deferral of dividend payments is allowable under the terms of the Series D Perpetual
Preferred Stock. If three consecutive cash dividends payments with respect

    Gray Television, Inc.

    Page 5 of 19

to the Series D Perpetual Preferred Stock remain unfunded, the dividend rate will
increase from 15% per annum (or $15 million) to 17% per annum (or $17 million). While any
Series D Perpetual Preferred Stock dividend payments are in arrears, we are prohibited from
repurchasing, declaring and/or paying any cash dividend with respect to any equity
securities having liquidation preferences equivalent to or junior in ranking to the
liquidation preferences of the Series D Perpetual Preferred Stock including our common stock
and Class A common stock. We can provide no assurances when any future cash payments will
be made on any accumulated and unpaid Series D Perpetual Preferred Stock cash dividends
presently in arrears or that become in arrears in the future. The Series D Perpetual
Preferred Stock has no mandatory redemption date but may be redeemed at the stockholders’
option on or after June 30, 2015. The deferral of paying cash dividends on our Series D
Perpetual Preferred Stock and the corresponding suspension of paying cash dividends on our
common and Class A common stock was made to reallocate cash resources to support our ability
to pay increased interest costs and/or fees associated with the amendment to our senior
credit facility.

     Under the revolver portion of our amended senior credit facility, the maximum credit
available under the facility is $50.0 million. The amount that we can draw upon the
revolver is limited by the restrictive covenants of our senior credit facility. As of June
30, 2009 and December 31, 2008, we could have drawn [$x.x] million and $12.3 million, of the
$50 million maximum amount under the amended agreement.

    Gray Television, Inc.

    Page 6 of 19

Comment #4:

Form 10-K for the Year Ended December 31, 2008

Valuation of Broadcast Licenses, page 46

    4.

    We note your statement that “applying the income approach to value
broadcast licenses originally valued using a residual method may place a greater possibility of future
impairment charges on those broadcast licenses due to the inherent miss-match of the
fundamental assumptions between the current valuation method (a hypothetical start-up
value) in comparison to the method utilized to first establish the initial value of
the broadcast license (a mature station’s residual enterprise value).” Please tell us and
disclose if a significant portion of the impairment charges were attributed to those
licenses.

Reply to Comment #4:

In our future Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, we propose to
disclose additional information in critical accounting policies.

Proposed revisions to the original text are emphasized in bold face type.

Example of enhanced disclosure to be included in our Quarterly Report on Form 10-Q for the quarter
ending June 30, 2009:

     As of December 31, 2008, we recorded an impairment charge to our broadcast licenses of
$240.1 million (pre-tax) involving 23 of our television stations. Prior to January 1, 2002,
acquired broadcast licenses were valued at the date of acquisition using a residual basis
methodology. The book value of these broadcast licenses as of December 31, 2008 and 2007
was approximately $341.