EXHIBIT 8.1

                       [LETTERHEAD OF PROSKAUER ROSE LLP]


                                                                October 17, 2002

Gray Television, Inc.
4370 Peachtree Road, NE
Atlanta, Georgia 30319

Ladies and Gentlemen:

         We have acted as special counsel to Gray Television, Inc., a Georgia
corporation (the "Company"), in connection with the proposed offer (the "Offer")
by the Company of 30,000,000 shares of Common Stock that have been registered
under the Securities Act of 1933, as amended (the "Offered Stock"). You have
requested our opinion regarding certain United States federal income tax matters
in connection with the Offer. Capitalized terms used but not otherwise defined
herein shall have the meanings assigned to such terms in the Company's
Prospectus Supplement filed on October 17, 2002 (the "Prospectus Supplement")
supplementing the Registration Statement on Form S-3 (Registration No.
333-88694) filed with the Securities and Exchange Commission on May 20, 2002 and
amended on July 15, 2002 (collectively, "the Registration Statement") as filed
with the Securities and Exchange Commission under the Securities Act.

         In formulating our opinion herein, we have reviewed the Prospectus
Supplement and such other documents as we have deemed necessary or appropriate
as a basis for the opinion set forth below. In conducting this review for
purposes of rendering our opinion, we have not conducted an independent
examination of any of the facts set forth in the Prospectus Supplement and other
documents, and have, consequently, relied upon the Company's representations
that the information presented in these documents or otherwise furnished to us
accurately represents and completely describes all material facts relevant to
our opinion herein, and upon the authenticity of documents submitted to us as
originals or certified copies, the accuracy of copies, the genuineness of all
signatures and the legal capacity of all natural persons. No facts have come to
our attention, however, that would cause us to question the accuracy and
completeness of these facts or documents.

         Additionally, in rendering our opinion herein, we have assumed that the
Offer and any other transactions described in or contemplated by any of the
aforementioned documents have been or will be consummated consistent with the
descriptions of such transactions as set forth in the Prospectus Supplement and
in accordance with the operative documents relating to these transactions.

         The opinion set forth in this letter is based on relevant provisions of
the Internal Revenue Code of 1986, as amended, Treasury Regulations thereunder
(including proposed and temporary regulations) and interpretations of the
foregoing as expressed in court decisions, administrative determinations and
legislative history, as of the date hereof. These provisions and interpretations
are subject to change, which may or may not be retroactive in effect. Our
opinion is not binding on the Internal Revenue Service or on the courts, and,
therefore, provides no guarantee or certainty as to results. In addition, our
opinion is based on certain factual representations and assumptions described
herein. Any change occurring after the date hereof in, or a variation from, any
of the foregoing bases for our opinion could affect the conclusion expressed
below.

         The discussion in the Prospectus Supplement under the caption "Summary
of Certain United States Tax Considerations" sets forth our opinion as to the
material United States federal tax consequences to the United States holders
described in the discussion, of the Offer and the ownership and





disposition of the Offered Stock. This opinion is based on our reliance upon the
assumptions, and is subject to the limitations and qualifications, herein.

         We hereby consent to the filing of this opinion as an exhibit to Form
8-K. We also consent to the references to Proskauer Rose LLP under the caption
"Legal Matters" in the Registration Statement and the Prospectus Supplement.

         This opinion is expressly limited to the matters set forth above and we
render no opinion, whether by implication or otherwise, as to any other matter
relating to the Company or to any investment therein, or under any other law. We
assume no obligation to update or supplement this opinion to reflect any facts
or circumstances that arise after the date of this opinion and come to our
attention, or any future changes in law.


                                         Very truly yours,

                                         /s/ Proskauer Rose LLP