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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

COWART JACKSON S IV 		2. Issuer Name and Ticker or Trading Symbol

GRAY TELEVISION INC [ GTN ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Accounting Officer
(Last)          (First)          (Middle)

126 N WASHINGTON STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/26/2007
(Street)

ALBANY, GA 31701
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Gray Common Stock - GTN                  4919   (1) D    
Gray Class A Common Stock - GTN.A                  27   (1) D    
Gray Common Stock - GTN                  3679   (2) D    
Gray Common Stock - GTN                  2177   (1) I   Held by spouse  
Gray Class A Common Stock - GTN.A                  358   (1) I   Held by spouse  
Gray Common Stock - GTN   10/26/2007     M    1143   A $7.78   1143   I   Held by spouse  
Gray Common Stock - GTN   10/26/2007     S    1143   D $9.33   0   I   Held by spouse  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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 - GTN   $7.78   (3) 10/26/2007     M        1143    10/28/2004   10/28/2007   GTN   1143   (3)   (4) 0   I   Held by spouse  
Option - GTN   $9.71   (3)                 6/7/2005   6/7/2010   GTN   10001   (3)   10001   (3) D    
Options - GTN   $9.71   (3)                 6/7/2005   6/7/2010   GTN   3000   (3)   3000   (3) I   Held by spouse  

Explanation of Responses:
( 1)  Held in a 401(k) account and based on plan website as of 10/26/07.
( 2)  Puchased through and held in Gray's Employee Stock Purchase Plan. Shares were purchased over time through payroll deductions at an average price per share of $10.29.
( 3)  Reflects anti-dilution adjustment undertaken as a result of the spin-off completed on December 30, 2005.
( 4)  Transaction was an exercise of an option to purchase shares. Therefore, the amount in column 8 is left blank and the price per share paid for the shares is reported in column 2.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
COWART JACKSON S IV
126 N WASHINGTON STREET
ALBANY, GA 31701

Chief Accounting Officer

Signatures
J. S. Cowart IV 10/29/2007
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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