43196--3/14/2008--GRAY_TELEVISION

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{capital, credit, financial}

{debt, indebtedness, cash}

{tax, income, asset}

{product, liability, claim}

{acquisition, growth, future}

Our flexibility is limited by the terms of our senior secured credit facility. Servicing our debt will require a significant amount of cash, and our ability to generate sufficient cash depends on many factors, some of which are beyond our control. We may be required to take an impairment charge on our goodwill and FCC licenses, which may have a material effect on the value of our total assets. We must purchase television programming in advance but cannot predict if a particular show will be popular enough to cover its cost. We may lose a large amount of television programming if a network terminates its affiliation with us. Network compensation is expected to decrease in future periods. Increases in cable and satellite viewership and advertising could result in a decrease in our advertising revenues. Competition from other broadcasters and other sources may cause our advertising sales to go down or our costs to go up. Materiality of a single advertising category could adversely affect our business. The phased-in introduction of digital television will continue to require us to incur capital and operating costs and may expose us to increased competition. Our inability to integrate acquisitions successfully would adversely affect us.

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43196--3/14/2008--GRAY_TELEVISION_INC