FORM 10-Q
     
     SECURITIES AND EXCHANGE COMMISSION
     
     Washington, DC 20549
     
     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
     THE SECURITIES EXCHANGE ACT OF 1934
       
     For the Quarter Ended March 31, 1997 
     Commission File Number 1-9014   
      
     Chyron Corporation                                      
     (Exact name of registrant as specified in its charter)
     
     New York                           11-2117385 
     (State or other jurisdiction of    (I.R.S. Employer  
     incorporation or organization)     Identification Number)
     
     5 Hub Drive, Melville, NY                    11747
     (Address of principal executive offices)   (Zip Code)
     
     (516) 845-2000
     (Registrant's telephone number including area code)
     
     Indicate by check mark whether the registrant (1) has
     filed all reports required to be filed by Section 13 or
     15(d) of the Securities Exchange Act of 1934 during the
     preceding 12 months (or for such shorter period that the
     registrant was required to file such reports) and (2) has
     been subject to such filing requirements for the past 90
     days.
     
     Yes  X       No    
     
     APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
     PROCEEDINGS DURING THE PRECEDING FIVE YEARS
     
     Indicate by a check mark whether the Registrant has filed
     all documents and reports required to be filed by Section
     12, 13 or 15(d) of the Securities Exchange Act of 1934
     subsequent to the distribution of securities under a plan
     confirmed by a court.
     
     Yes  X       No    
                                  
     Indicate the number of shares outstanding of each of
     the issuer's classes of common stock, as of the latest
     practical date.
     
     Common Stock $.01 Par Value - 32,558,549 as of
     May 9, 1997
     
     This document consists of 11 pages
                                  
                                  
                                  
                                  
     CHYRON CORPORATION
     CONSOLIDATED STATEMENTS OF OPERATIONS
     THREE MONTHS ENDED MARCH 31, 1997 AND 1996
     (In thousands except per share amounts)
     
     (Unaudited)
                                  
                                          1997     1996  
                                                     
     Net sales........................$ 18,201  $13,725 
     Cost of products sold............  10,051    5,939
     Gross profit.....................   8,150    7,786
                                  
     Operating Expenses: 
       Selling, general and 
       administrative ................   7,902    3,705  
       Research and development ......   1,512    1,108   
                                                         
     Total operating expenses.........   9,414    4,813 
     
     Operating (loss)income...........  (1,264)   2,973 
     
     Interest and other expense, net..     330      124
     
     (Loss)income before provision
       for income taxes...............  (1,594)   2,849
     
     Income taxes/equivalent (benefit)
      provision.......................    (498)     969 
       
     Net (loss) income................$ (1,096) $ 1,880
     
     Net(loss) earnings per common 
      share...........................$   (.03) $   .06
     
     Weighted average number of 
       common and common equivalent 
       shares outstanding.............  32,740   31,261
      
  
   
     See Notes to the Consolidated Financial Statements
     


     CHYRON CORPORATION
     CONSOLIDATED BALANCE SHEETS
     (In thousands except share amounts)
     (unaudited)
     
     ASSETS
                                     March 31, December 31,
                                         1997      1996
     Current assets:
       Cash and cash equivalents.........$ 3,697 $ 4,555
       Accounts and notes receivable..... 22,550  25,237
       Inventories....................... 23,425  23,502
       Prepaid expenses..................  1,541     865
       Deferred tax asset................  6,513   6,015
       Other.............................  2,511   2,826    
        Total current assets............. 60,237  63,000
     
     Property and equipment.............. 12,316  12,701
     Excess of purchase price over net 
       tangible assets acquired..........  6,638   6,439
     Investment in RT-SET................  2,161   2,161
     Software development costs..........  4,035   2,176
     Deferred tax asset..................  4,911   4,709
     Other...............................    240     217
     TOTAL ASSETS                        $90,538 $91,403
     
                LIABILITIES AND SHAREHOLDERS' EQUITY
                                   
     Current liabilities:
       Accounts payable and accrued 
         expenses........................$15,839 $15,828
       Current portion of long-term debt.  4,765   5,080
       Capital lease obligations.........    200     225
         Total current liabilities....... 20,804  21,133
     Long-term debt...................... 15,157  15,163
     Capital lease obligations...........     80     118
     Other...............................  1,023   1,043
       Total liabilities................. 37,064  37,457
     Commitments and contingencies
     Shareholders' equity:
      Preferred stock; par value without 
       designation Authorized - 1,000,000 
       shares, Issued - none Common stock; 
       par value $.01 
      Authorized - 150,000,000 shares           
      Issued and outstanding -
       32,558,549 shares at March 31, 1997
       32,384,635 shares at December 31,
       1996..............................     326     324
      Additional paid-in capital.........  43,875  43,124
      Retained earnings..................   8,901   9,997
      Cumulative translation adjustment..     372     501 
        Total shareholders' equity.......  53,474  53,946
     TOTAL LIABILITIES AND SHAREHOLDERS' 
     EQUITY                               $90,538 $91,403
     
     See Notes to the Consolidated Financial Statements
     

     CHYRON  CORPORATION
     CONSOLIDATED STATEMENTS OF CASH FLOWS
     THREE MONTHS ENDED MARCH 31,1997 AND 1996
     (In Thousands)
     (Unaudited)
     
     CASH FLOWS FROM OPERATING ACTIVITIES    1997     1996 
     Net (loss)/income................... $(1,096) $ 1,880 
     Adjustments to reconcile net (loss) 
      income to net cash provided by 
      operating activities:             
        Depreciation and amortization ...     811      582  
        (Recognition) utilization of 
        deferred tax asset...............    (662)     199  
     Changes in operating assets and 
       liabilities:
       Accounts and trade notes receivable  2,493      812   
       Inventories.......................    (345)    (479)  
       Prepaid expenses .................    (681)    (308)
       Other.............................     252  
     Accounts payable and accrued 
       expenses .........................     294    1,739   
       Management fee payable............           (1,000)
        Reserve for West Coast 
        restructuring....................              (20)
     Net cash provided by operating 
        activities.......................   1,066    3,405 
     
     CASH FLOWS FROM INVESTING ACTIVITIES
     Acquisition of Axis Holdings 
       Incorporated......................    (368)         
     Acquisitions of property and equipment  (326)    (617)
     Capitalized software development ...    (331)     (87)
     Other...............................               35   
     
     Net cash (used in) investing 
       activities........................ (1,025)    (669)
           
     CASH FLOWS FROM FINANCING ACTIVITIES
     Payments of capital lease 
       obligations.......................     (60)           
     Proceeds from exercise of common 
       stock purchase warrants, net......              (60)
     Proceeds from exercise of stock
       options...........................              239
     Borrowings from revolving credit
       agreement.........................            2,403 
     Payment of term loan................    (500)  (1,500)
     Payments of revolving credit 
       agreements, net...................    (335)  (5,644)
     Proceeds from new credit facility,
       net...............................            5,644 
     Net cash (used in) provided by 
       financing activities..............    (895)   1,082 
     
     Effect of foreign currency rate 
       fluctuations on cash and cash 
       equivalents.......................      (4)         
     
     Change in cash and cash equivalents.    (858)   3,818   
      
     Cash and cash equivalents at 
      beginning of period................   4,555    5,012  
     Cash and cash equivalents at end of 
      period............................. $ 3,697  $ 8,830 
     
     Noncash investing and financing activities:
     On March 31, 1997, the Company acquired the issued and
     outstanding shares of Axis Holdings Incorporated.  The
     consideration in addition to cash paid included the
     issuance of 173,913 shares of Chyron Corporation common
     stock valued at $750,000 and notes payable of $667,000. 
     See Note 2 for further discussion.
     
     
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            UNAUDITED
     
     1.  BASIS OF PRESENTATION
     
     The accompanying unaudited consolidated financial
     statements have been prepared in conformity with
     generally accepted accounting principles for interim
     financial reporting.  Accordingly, they do not include
     all of the information and footnotes required by
     generally accepted accounting principles for complete
     financial statements.  These statements should be read in
     conjunction with the consolidated financial statements
     and footnotes thereto included in the Company's annual
     report on Form 10-K for the year ended December 31, 1996.
     
     In the opinion of management, all adjustments (consisting
     of normal recurring accruals) considered necessary for a
     fair presentation have been included.  Operating results
     for the three months ended March 31, 1997 are not
     necessarily indicative of the results that may be
     expected for the year ending December 31, 1997.
     
     2.  INVESTMENT IN AXIS HOLDINGS INCORPORATED
     
     On March 31, 1997, the Company acquired 100% of the
     capital stock of Axis Holdings Incorporated ("Axis")
     located in Los Angeles, California.  Axis develops
     software in professional video and audio tools created
     specifically for use on the Microsoft Windows NT 
     Operating System. The purchase consisted of $368,000 in
     cash paid and professional fees, $667,000 in notes and
     173,913 restricted shares of Chyron common stock valued
     at $750,000.  
     
     As stated in the purchase agreement the principal portion
     of the note is to be paid in two successive annual
     installments.  Installment payment amounts are contingent
     upon Axis achieving certain revenue targets. Installments
     of $350,000 and $317,000 are due on March 31, 1998 and
     March 31, 1999, respectively, provided that the targeted
     shipments of the primary product associated with the Axis
     division are realized on or before March 15, 1998.  If
     the Company does not achieve its target the installment
     payment will be $250,000 and $417,000 due on March 31,
     1998 and March 31, 1999, respectively.  Interest is to be
     paid at the rate of 6% per year and is due with the
     annual installments.
     
     Additionally, payments equal to 20% of cumulative net
     profits on the Axis product line, in excess of $1
     million, will be payable to the sellers.  The period for
     the calculation of cumulative net profits is March 31,
     1997 through December 31, 1999.  Payments due for each
     year will be made on or before April 30, of the next
     succeeding year.
     
     The acquisition was accounted for as a purchase in
     accordance with APB 16.  Accordingly, the costs of the
     acquisition were allocated to the net assets acquired
     based on their estimated fair values.  The majority of
     the purchase price was capitalized as software
     development costs and will be amortized over the
     estimated economic life of the products, commencing when
     each product is available for general release.
     
     3.  RESTATEMENT AND RECLASSIFICATION
     
     On January 24, 1997, the Company's shareholders ratified
     a one-for-three reverse stock split.  Net income (loss)
     per share, weighted average number of common and common
     equivalent shares outstanding, common stock issued and
     outstanding, additional paid-in-capital and all other
     common stock transactions presented in these consolidated
     financial statements have been restated to reflect the
     one-for-three reverse stock split.  In addition, certain
     prior year amounts have been reclassified to conform to
     current year presentation.
     
     4.  ACQUISITION OF PRO-BEL LIMITED
     
     On April 12, 1996, the Company completed the acquisition
     of the issued and outstanding shares of Pro-Bel Limited
     ("Pro-Bel"), located in the United Kingdom.  Pro-Bel
     manufactures and distributes video signal and switching
     equipment and systems.  The consideration consisted of
     $6.9 million in cash, $5.3 million in notes, and
     3,146,205 shares of restricted Chyron common stock valued
     at $6.9 million.  
     
     The acquisition of Pro-Bel was accounted for as a
     purchase.  Accordingly, the purchase price was allocated
     to the net assets acquired based upon their estimated
     fair values.  The excess of purchase price over the
     estimated fair value of net assets acquired amounted to
     $7,276,000, which is being amortized over 12 years using
     the straight line method.  
     
     The accompanying consolidated statements of operations
     include the operating results of Pro-Bel since the date
     of the acquisition.  Actual unaudited consolidated
     operating results for the three months ended March 31,
     1997 and proforma unaudited consolidated operating
     results for the three months ended March 31, 1996
     assuming the acquisition had been made as of January 1,
     1996, respectively, are summarized below (in thousands
     except per share amounts).
      
                                 Actual  Proforma
                              March 31,  March 31,
                                   1997      1996  
     
     Net sales                  $18,201   $24,091
     Net (loss) income          $(1,096)  $ 2,318
     (Loss) earnings per share  $  (.03)  $   .07
     
     These pro forma results have been prepared for
     comparative purposes only and include adjustments as a
     result of applying purchase accounting and conversion to
     generally accepted accounting principles in the United
     States, such as additional depreciation expense and cost
     of goods sold due to the step-up in the basis of fixed
     assets and inventory, respectively, goodwill
     amortization, a decrease in research and development due
     to the capitalization of software development costs and
     increased interest expense on acquisition debt adjusted
     for tax effect.  The pro forma financial information is
     not necessarily indicative of the operating results that
     would have occurred if the acquisition had taken place on
     the aforementioned date, or of future results of
     operations of the consolidated entities.
                
     5.  ACCOUNTS AND NOTES RECEIVABLE
     
     Trade accounts and notes receivable are stated net of an
     allowance for doubtful accounts of $2,738,000 and
     $2,850,000 at March 31, 1997 and December 31, 1996,
     respectively.  
     
     6.  INVENTORIES
     
     Inventories consist of the following (in thousands):
                      
                      March 31, December 31,
                         1997       1996 
                          
     Finished goods    $10,299   $12,879
     Work-in-process     5,493     5,271
     Raw material        7,633     5,352
                       $23,425   $23,502
     
     7.  NEW ACCOUNTING STANDARDS
     
     In February 1997, the Financial Accounting Standards
     Board ("FASB") issued Statement on Financial Accounting
     Standards ("SFAS") No. 128, "Earnings per Share."  This
     accounting standard is effective for financial statements
     issued for fiscal years beginning after December 15, 1997
     and requires restatement of all prior-period earnings per
     share data presented.  Adoption of SFAS 128 will not have
     a material impact on the calculation of earnings per
     share for the periods presented.


     ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
              OF OPERATIONS AND FINANCIAL CONDITIONS
     
     Results of Operations
     
     Overview
     
     This discussion should be read in conjunction with the
     Consolidated Financial Statements including the Notes
     thereto:
     
     Comparison of the Three Months Ended March 31, 1997 and
     1996
     
     Sales for the quarter ended March 31, 1997 increased to
     $18.2 million, an increase of $4.5 million, or 32.7%,
     over the $13.7 million reported for the first quarter of
     1996.  This increase was attributable to the inclusion of
     the Company's subsidiary, Pro-Bel, which was acquired
     April 12, 1996.  Chyron sales showed an increase in the
     Max, Maxine, and Codi lines, and a decrease in the
     iNFiNiT product line for the quarter ended 1997 versus
     1996.  Overall sales for Chyron declined by over 20%.
     
     Gross profit increased to $8.1 million for the quarter
     ended March 31, 1997.  The increase of $364,000, or 4.7%,
     over the $7.8 million reported for the first quarter of
     1996 was attributable to the increase in sales for the
     first quarter of 1997.  Gross margins as a percentage of
     sales decreased to 44.8% in 1997 versus 56.7% in 1996
     mainly as a result of the change in the product mix and
     the decrease in the volume of Chyron graphics sales.  The
     inclusion of Pro-Bel products, which historically have
     had lower gross margins than Chyron's historic gross
     margins, also contributed to the decrease in gross margin
     as compared to the prior year.
     
     Selling, general and administrative (SG&A) expenses
     increased by $4.2 million, or 113%, to $7.9 million
     compared to $3.7 million for the first quarter of 1996. 
     The increase for the period is due mainly to the
     consolidation of Pro-Bel and the additional depreciation
     and goodwill amortization as a result of the application
     of the purchase accounting method on the acquired assets. 
     In addition, the Company expensed $675,000 of non
     recurring costs attributable to a planned secondary
     offering of the Company's common stock, which was
     terminated by the Company due to the market valuation of
     the stock.  
     
     Research and development (R&D) expenses increased for the
     first quarter 1997 compared to 1996 by $403,000, or
     36.4%.  This increase is mainly attributable to the
     acquisition of Pro-Bel.  R&D exclusive of Pro-Bel
     declined for the period by $114,000 mainly due to a
     decrease in net amortization of capitalized software.  
     
     Other expenses, which include interest income and expense
     and transaction gains and losses, increased to $206,000,
     or 166%, compared to  $124,000 for the first quarter of
     1996.  This increase is mainly a result of acquired debt
     related to the purchase of Pro-Bel.  The purchase
     required the Company to enter into various agreements
     with a bank, issue promissory notes to the shareholders
     of Pro-Bel and assume Pro-Bel's existing bank debt.  This
     increase was offset by a transaction gain recognized on
     foreign currency items of approximately $60,000 for the
     first quarter of 1997.
     
     The Company incurred a loss before income taxes of $1.6
     million compared to income of $2.8 million for the same
     period in the prior year.  This loss was attributable
     mainly to the decrease in sales of Chyron graphics
     products and the gross margin erosion as a result of the
     product mix coupled with increases in SG&A for the
     period, which included $675,000 of non-recurring costs
     attributable to a planned secondary offering as discussed
     above.  Increases in other expenses for the period also
     contributed to the decrease in income before taxes over
     the prior year period.
       
     The Company recognized a $498,000 tax benefit for the
     first quarter of 1997 compared to income taxes of
     $969,000 for 1996.  The tax benefit is primarily
     attributable to the loss of $1.6 million before taxes for
     1997 versus income of $2.8 million before taxes for 1996.
     
     Liquidity and Capital Resources
        
     On January 1, 1997, Pro-Bel entered into an agreement
     with Barclays Bank PLC to obtain borrowing facilities
     totaling 3.0 million pounds sterling ($4,920,000
     converted at the March 31, 1997 exchange rate).  The
     facility is payable on demand and matures December 31,
     1997.  This facility replaced former bank facilities
     which expired on December 31, 1996.
     
     On March 28, 1996 and April 16, 1996, the Company entered
     into agreements with a bank to obtain a revolving credit
     facility of $10 million and a term loan of $8 million,
     respectively.  The revolving portion of the facility
     matures 3 years from closing, while the term portion
     matures 4 years from closing.  The entire facility is
     secured by the Company's properties and assets.  This
     facility replaced the $10,000,000 secured credit facility
     which was due to expire on April 27, 1997.  In April
     1996, a portion of this new credit facility was used to
     fund the acquisition of Pro-Bel.
     
     On April 12, 1996, the Company issued promissory notes to
     the shareholders of Pro-Bel for 3.5 million pounds
     sterling ($5.7 million converted at the March 31, 1997
     exchange rate).  The notes are secured by an irrevocable
     letter of credit form a bank and limits amounts available
     under the revolving credit facility described above.  The
     notes are due on or before April 15, 1998.
     
     On March 31, 1997, the Company issued promissory notes to
     the shareholders of Axis for $667,000.  The notes are
     payable in two annual installments beginning March 31,
     1998.
     
     At March 31, 1997, the Company's current ratio was 2.89
     to 1 and its working capital was $39,433,000.
     
     At March 31, 1997, the Company had operating lease
     commitments for equipment, factory and office space
     totaling $12,176,100 of which $976,051 is payable within
     one year.
     
     
     PART II. OTHER INFORMATION
     
     
     ITEMS 1., 2., 3. Not applicable
     
     ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF 
             SECURITY HOLDERS
         
     On January 24, 1997, at a special meeting of
     shareholders, the Company's shareholders' ratified a one-
     for-three reverse stock split of its common stock which
     was effective February 10, 1997.  77,162,761 shares were
     voted for the proposal, 2,876,490 shares were voted
     against the proposal, and 169,212 shares abstained.
     
     ITEM 5., 6. Not applicable.


     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 thereunto
     duly authorized.
     
     
     
                          CHYRON CORPORATION      
                            (Registrant)

     
     
     May 12, 1997    /s/Michael Wellesley-Wesley   
       (Date)           Michael Wellesley-Wesley
                        Chairman of the Board and       
                        Chief Executive Officer      
                                                             
       
                                                      
    
     
     May 12, 1997   /s/     Patricia Lampe        
       (Date)               Patricia Lampe  
                        Chief Financial Officer 
                             and Treasurer