GRAY TELEVISION, INC.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) October 21, 2004

GRAY TELEVISION, INC.

(Exact Name of Registrant as Specified in its Charter)
         
Georgia   1-13796   58-0285030
  		 
  		 
 
(State or Other Jurisdiction
of Incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification No.)
     
4370 Peachtree Road, Atlanta, Georgia   30319
  		 
 
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code (404) 504-9828

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     
o
  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
    
o
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
    
o
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
    
o
  Pre-commencement communications pursuant to Rule 13e-4© under the Exchange Act (17 CFR 240.13e-4(c))

 

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Item 8.01. Other Events.
Item 9.01. Financial Statements and Exhibits
SIGNATURES
EX-99 PRESS RELEASE DATED OCTOBER 21, 2004

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Item 8.01. Other Events.

     On October 21, 2004, Gray Television, Inc. issued a press release reporting that its it has signed a definitive purchase agreement to acquire certain assets and assume certain liabilities of KKCO-TV from Eagle III Broadcasting, LLC. KKCO-TV, Channel 11 serves the Grand Junction, Colorado television market and is an NBC affiliate. A copy of the press release is hereby attached as Exhibit 99 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

  (a)   Financial Statements of Businesses Acquired
 
      Not applicable.
 
  (b)   Pro Forma Financial Information
 
      Not applicable.
 
  (c)   Exhibits
 
      Exhibit 99 — Press release dated October 21, 2004

 

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
      GRAY TELEVISION, INC.
(Registrant)
 		  
Dated: October 26, 2004  By:   /s/ James C. Ryan    
    James C. Ryan, Senior Vice President and   
    Chief Financial Officer