SC TO-I/A

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE TO
(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934

AMENDMENT NO. 3

Granite Broadcasting Corporation
(Name of Subject Company (Issuer))

Granite Broadcasting Corporation
(Name of Filing Person (Offeror))

12³/4% Cumulative Exchangeable Preferred Stock, Par Value $0.01 Per Share
(Title of Class Securities)

                387241 50 8                
(CUSIP Number of Class of Securities)

Ellen McClain
Senior Vice President – Chief Financial Officer
Granite Broadcasting Corporation
767 Third Avenue, 37^th Floor
New York, New York 10017
(212) 826-2530

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)

With a copy to:

Russell W. Parks, Jr. Esq.
Paul A. Belvin, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1333 New Hampshire Avenue, N.W.
Washington, D.C. 20036
(202) 887-4000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee
$30,150,000.00	$2,773.80

*

For purposes of calculating the filing fee only, this amount is based on the purchase of 45,000 outstanding shares of 12³/4% Cumulative Exchangeable Preferred Stock at the tender offer price of $670 per share.

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Check the box if any part of the fee is offset as provided by Rule 0-11 (a) (2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:                 $2,773.80	Filing Party::         Granite Broadcasting Corporation
Form or Registration No.:                 Schedule TO	Date Filed::                 May 17, 2002

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o

third-party tender offer subject to Rule 14d-1.



ý

issuer tender offer subject to Rule 13e-4.



o

going-private transaction subject to Rule 13e-3.



o

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:ý

        This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on May 17, 2002, as amended by Amendment No. 1 thereto filed with the Commission on June 6, 2002 and Amendment No. 2 thereto filed with the Commission on June 18, 2002 (the "Schedule TO") by Granite Broadcasting Corporation, a Delaware corporation (the "Purchaser"), in connection with the offer by the Purchaser to purchase up to 45,000 shares of its 12.75% Cumulative Exchangeable Preferred Stock, par value $0.01 per share (the "Shares"), at a price not less than $590 and not in excess of $670 per Share, net to the seller in cash, without interest and subject to the terms and conditions set forth in the Offer to Purchase, dated May 17, 2002 (the "Offer to Purchase"), and the related Letter of Transmittal (the "Letter of Transmittal"), which together, as each may be amended or supplemented from time to time, constitute the "Offer" and which are appended to and filed with the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively. Capitalized terms used herein but not otherwise defined have the meaning ascribed to such terms in the Offer to Purchase.

Items 1, 4 and 8.

        Items 1, 4 and 8 are hereby amended and supplemented as follows:

        The Offer expired at 5:00 p.m., New York City time, on Monday, June 17, 2002. Pursuant to the Offer, based upon a report from the Depositary, on June 20, 2002, the Purchaser accepted for payment 46,778 Shares (including Shares delivered pursuant to guaranteed delivery) at a purchase price of $650 per share.

Item 11.

        On June 20, 2002, the Purchaser issued a press release announcing the completion of the Offer. The press release is contained in Exhibit (a)(5)(viii) hereto, and the information set forth in the press release is hereby incorporated by reference.

Item 12.    Exhibits

        Item 12 is hereby amended and supplemented to add thereto the following:

EXHIBIT NUMBER	DESCRIPTION
(a)(5)(viii)	Press release dated June 20, 2002.

SIGNATURES

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	GRANITE BROADCASTING CORPORATION
Dated: June 20, 2002
	By:	/s/  ELLEN MCCLAIN Name: Ellen McClain Title: Senior Vice President – Chief Financial Officer

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SIGNATURES

EX-99.(A)(5)(VIII)

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Exhibit 99.(a)(5)(viii)

FOR IMMEDIATE RELEASE

GRANITE BROADCASTING CORPORATION ANNOUNCES
FINAL RESULTS OF SELF-TENDER OFFER

        NEW YORK, NEW YORK—June 20, 2002—Granite Broadcasting Corporation today announced the final results of its modified Dutch auction tender offer, which expired at 5:00 p.m., New York City time, on June 17, 2002. Granite Broadcasting will purchase 46,778 shares of its 12.75% Cumulative Exchangeable Preferred Stock at a purchase price of $650 per share, or a total of $30,405,000. The 46,778 shares to be purchased are comprised of the 45,000 shares Granite Broadcasting offered to purchase and 1,778 shares to be purchased pursuant to Granite Broadcasting's right under the securities laws to purchase additional shares representing up to 2% of the outstanding shares of its 12.75% Cumulative Exchangeable Preferred Stock. The 46,778 shares to be purchased represent all the shares tendered at or below the $650 purchase price. All shares purchased in the tender offer will receive the same price.

        Payment for shares accepted for purchase, and the return of all other shares tendered but not accepted for payment, will be made promptly by Mellon Financial Services LLC, the depositary for the tender offer. As a result of the completion of the tender offer and immediately following payment for the tendered shares, Granite Broadcasting will have approximately 200,376 shares of its 12.75 Cumulative Exchangeable Preferred Stock issued and outstanding.

        Jefferies & Company, Inc. acted as the Dealer Manager for the tender offer and Mellon Investor Services LLC acted as the Information Agent for the tender offer.

        Granite Broadcasting Corporation (NASDAQ: GBTVK) operates eight television stations in geographically diverse markets reaching over 6% of the nation's television households. The Company's station portfolio consists of three NBC affiliates, two ABC affiliates, one CBS affiliate and two major market WB affiliates. The NBC affiliates are KSEE-TV, Fresno-Visalia, California, WEEK-TV, Peoria-Bloomington, Illinois, and KBJR-TV, Duluth, Minnesota-Superior, Wisconsin. The ABC affiliates are WKBW-TV, Buffalo, New York, and WPTA-TV, Fort Wayne, Indiana. The CBS affiliate is WTVH-TV, Syracuse, New York. The WB affiliates are KBWB-TV, San Francisco-Oakland-San Jose, California, and WDWB-TV, Detroit, Michigan.

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GRANITE BROADCASTING CORPORATION ANNOUNCES FINAL RESULTS OF SELF-TENDER OFFER