UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~The~~the Securities Exchange Act of 1934

DATE OF REPORT (Date of Earliest Event Reported): ~~December~~January 3113, ~~2004~~2006

Granite Broadcasting Corporation

(Exact name of registrant as specified in its charter)

Commission File No. 0-19728

Delaware		13-3458782
(State or other Jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

767 Third Avenue, 34^th Floor

New York, New York 10017

(212) 826-2530

(Address, including Zip Code, and Telephone Number,
including Area Code of Registrant’s Principal Executive Offices)

Not Applicable

(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(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On ~~December~~ January 3113, ~~2004~~2006, ~~the Board of Directors (the “Board”) of~~ Granite Broadcasting Corporation ~~(the~~through ~~“Company”)~~its newly ~~approved~~formed ~~amendment~~subsidiaries ~~of the Non-Employee~~WBNG, Inc. ~~Director~~and ~~Stock~~WBNG ~~Plan~~License, Inc. of(WBNG, Inc. ~~Granite~~together ~~Broadcasting~~with ~~Corporation~~WBNG ~~(the~~ License, Inc., “~~Plan~~Purchasers”) ~~to suspend~~, ~~the~~entered ~~Plan,~~into ~~effective~~a asdefinitive ofagreement ~~December 31, 2004~~ (the “~~Suspension Date~~Purchase Agreement”), ~~until~~with ~~such~~Television ~~time,~~Station ifGroup ~~ever~~Holdings, ~~as the Board may in its sole discretion determine otherwise~~LLC, ~~such~~Television ~~that~~Station ~~(a)~~Group ~~the~~LLC ~~Company’s non-employee directors shall no longer be entitled to receive awards~~and ofTelevision ~~shares~~Station ofGroup ~~Common~~License ~~Stock (Nonvoting)~~Subsidiary, ~~$.01~~LLC ~~par value~~(collectively, of the ~~Company (~~“~~Shares~~Sellers”), orpursuant ~~cash in lieu of Shares under the Plan or be permitted~~ to ~~defer the receipt of any Shares, and (b) individuals who become~~which ~~members of~~ the ~~Board~~Purchasers onwill oracquire ~~after~~from the ~~Suspension~~Sellers ~~Date~~substantially ~~shall~~all ~~not~~of ~~be permitted to participate in~~ the ~~Plan. Awards of~~ ~~Shares~~assets ~~or cash in lieu~~ of ~~Shares that were granted to non~~WBNG-~~employee directors~~TV, or ~~awards~~Channel ~~of Shares that were deferred by non-employee directors~~12, ~~prior to~~ the ~~Suspension~~ ~~Date~~CBS-affiliated ~~shall~~television ~~not~~station ~~be affected by the suspension but shall remain~~serving ~~outstanding~~Binghamton inand ~~accordance~~Elmira, ~~with~~New ~~the~~York, ~~terms~~for of$45 ~~the~~million ~~Plan as~~ in ~~effect~~cash, ~~prior~~subject to ~~the~~closing ~~Suspension Date~~adjustments.

~~Item~~The ~~5.03.~~foregoing ~~Amendments~~description of the transaction contemplated by the Purchase Agreement does not purport to ~~Articles~~be a complete statement of ~~Incorporation~~the orparties’ ~~Bylaws;~~rights under ~~Change~~the Purchase Agreement and is qualified in ~~Fiscal~~its ~~Year~~entirety by reference to the full text of the Purchase Agreement, which is filed with this report as Exhibit 10. A copy of the press release announcing the execution of the Purchase Agreement is filed with this report as Exhibit 99.

On and effective December 31, 2004, the Board amended Article III, Section 11 of the Company’s Bylaws to clarify that the Board has the authority to fix the compensation of directors. The Company’s Amended and Restated Bylaws are attached as Exhibit 3.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description of Exhibit
3.1		Granite Broadcasting Corporation Amended and Restated Bylaws
10		Purchase and Sale Agreement, dated as of January 13, 2006, by and among Television Station Group Holdings, LLC, Television Station Group LLC, Television Station Group License Subsidiary, LLC, WBNG, Inc., WBNG License, Inc. and Granite Broadcasting Corporation
99		Granite Broadcasting Corporation Press Release dated January 13, 2006

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.

	GRANITE BROADCASTING CORPORATION
Dated: January 5, 2005	By:	/s/ Lawrence I. Wills
Dated: January 17, 2006	By:	/s/ Lawrence I. Wills
		Lawrence I. Wills
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description

10		Purchase and Sale Agreement, dated as of January 13, 2006, by and among Television Station Group Holdings, LLC, Television Station Group LLC, Television Station Group License Subsidiary, LLC, WBNG, Inc., WBNG License, Inc. and Granite Broadcasting Corporation

99		Granite Broadcasting Corporation Press Release dated January 13, 2006

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