SECURITIES AND EXCHANGE COMMISSION
  WASHINGTON, DC 20549
  
  
  FORM 10-Q
  
  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF 
  THE SECURITIES EXCHANGE ACT OF 1934
  
  For the Quarter Ended September 30, 1997
  Commission File Number 1-9014
  
  
  CHYRON CORPORATION
  (Exact name of registrant as specified in its charter)
  
  New York
  (State or other jurisdiction of incorporation or organization)
  
  11-2117385
  (I.R.S. Employer Identification No.)
  
  5 Hub Drive, Melville, New York
  (Address of principal executive offices)
  
  11747
  (Zip Code)
  
  Registrant's telephone number, including area code (516) 845-2000
  
  
  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 - 32,605,706 as of November 7, 1997
  
  This document consists of 14 pages


  CHYRON CORPORATION
  CONSOLIDATED STATEMENTS OF OPERATIONS
  THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
  (In thousands except per share amounts)
  
  (Unaudited)
  
                                              1997        1996
  
  Net sales                                 $23,523     $20,632
  Cost of products sold                      12,586       9,817
  Gross profit                               10,937      10,815
  
  Operating expenses:
    Selling, general and administrative       6,901       5,890
    Research and development                  1,655       1,452
  
  Total operating expenses                    8,556       7,342
  
  Operating income                            2,381       3,473
  
  Interest and other expense, net               411         450
  
  Income before provision of income taxes     1,970       3,023
  
  Income taxes/equivalent provision             734       1,189
  
  Net income                                $ 1,236     $ 1,834
  
  Net income per common share               $   .04     $   .06
  
  Weighted average number of common and
    common equivalent shares outstanding     32,583      32,917


 
  See Notes to the Consolidated Financial Statements


  CHYRON CORPORATION
  CONSOLIDATED STATEMENTS OF OPERATIONS
  NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
  (In thousands except per share amounts)
  
  (Unaudited)
  
                                                      1997       1996
  
  Net sales                                         $63,621    $56,889
  Cost of products sold                              34,617     26,887
  Gross profit                                       29,004     30,002
  
  Operating expenses:
   Selling, general and administrative               21,606     16,351
   Research and development                           5,106      3,751
   Non-recurring charges                              3,082
  
  Total operating expenses                           29,794     20,102
  
  Operating (loss) income                              (790)     9,900
  
  Interest and other expense, net                     1,175        872
  
  (Loss) income before provision for income taxes    (1,965)     9,028
  
  Income taxes/equivalent (benefit) provision          (573)     3,405
  
  Net (loss) income                                  (1,392)     5,623
  
  Retained earnings - beginning of period             9,997      1,343
  
  Retained earnings - end of period                 $ 8,605    $ 6,966
  
  Net (loss) income per common share                $  (.04)   $   .18
  
  Weighted average number of common and 
    common equivalent shares outstanding             32,516     32,186
  
  
  See Notes to the Consolidated Financial Statements
  


  CHYRON CORPORATION
  CONSOLIDATED BALANCE SHEET
  (In thousands except share amounts)
  (Unaudited)
  
  
  ASSETS                                          September 30,  December 31,
                                                      1997         1996
  Current assets:
    Cash and cash equivalents                       $ 5,775      $ 5,623
    Accounts and notes receivable                    22,033       25,237
    Inventories                                      25,111       23,502
    Prepaid expenses                                  2,163          865
    Deferred  tax asset                               7,588        6,015
    Other                                             3,003        2,826
      Total current assets                           65,673       63,000
   
  Property and equipment                             12,396       12,701
  Excess of cost over net tangible assets acquired    6,336        6,439
  Investment in RT-SET                                2,161        2,161
  Software development costs                          4,477        2,176
  Deferred tax asset                                  4,911        4,709
  Other                                                 229          217
  TOTAL ASSETS                                      $96,183      $91,403
  
  
  LIABILITIES AND SHAREHOLDERS' EQUITY
  
  Current liabilities:
    Accounts Payable and accrued expenses           $20,223      $15,828
    Current portion of long-term debt                13,854        5,080
    Capital lease obligations                           227          225
      Total current liabilities                      34,304       21,133
  
  Long-term debt                                      8,008       15,163
  Capital lease obligations                              32          118
  Other                                                 744        1,043
    Total liabilities                                43,088       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 - 
    32,588,485 shares at September 30, 1997
    32,384,635 shares at December 31, 1996              326          324
    Additional paid-in capital                       43,933       43,124
    Retained earnings                                 8,605        9,997
    Cumulative translation adjustment                   231          501
      Total shareholders' equity                     53,095       53,946
  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY        $96,183      $91,403
  
  
  See Notes to the Consolidated Financial Statements
  

  CHYRON CORPORATION
  CONSOLIDATED STATEMENT OF CASH FLOWS
  NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
  (In thousands)
  
  (Unaudited)
                                                        1997      1996
  
  CASH FLOWS FROM OPERATING ACTIVITIES
  Net (loss)/income                                   $(1,392)   $2,623
  Adjustments to reconcile net (loss) income 
    to net cash provided by operating activities:
      Non-recurring charges                             1,801
      Depreciation and amortization                     2,925     2,001
      (Recognition) utilization of deferred tax asset   (1,778)     688
  Changes in operating assets and liabilities:
    Accounts and trade notes receivable                 2,933       914
    Inventories                                        (2,897)   (4,748)
    Prepaid expenses                                   (1,312)      (48)
    Other assets                                         (190)
    Accounts payable and accrued expenses               3,939    (2,020)
    Management fee payable                                       (1,000)
    Other liabilities                                    (286)      (59)
  Net cash provided by operating activities             3,743     1,351
  
  CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of Axis Holding Incorporated               (413)   
  Acquisition of Pro-Bel, Ltd.                                   (7,226)
  AcquisitionS of property and equipment               (1,588)   (1,358)
  Capitalized software development                     (1,583)     (705)
  Other                                                            (608)
  Net cash used in investing activities                (3,584)   (9,897)
  
  CASH FLOWS FROM FINANCING ACTIVITIES
  Payment of capital lease obligations                    (80)     (179)
  Payment of truncated shares as a result of reverse
    stock split                                           (41)
  Proceeds from exercise of common stock purchase
    warrants, net                                                   239
  Proceeds from exercise of stock options                  14       542
  Payment of term loan                                 (1,500)   (1,000)
  Payments (borrowings) of revolving credit                 
    agreements, net                                     2,663    (4,644)
  Proceeds from credit facility, net                             11,654
  Net cash provided by financing activities             1,056     6,612
  
  Effect of foreign currency rate fluctuations on
    cash and cash equivalents                               5
  
  Change in cash and cash equivalents                   1,220    (1,934)
  Cash and cash equivalents at beginning of period      4,555     5,012
  Cash and cash equivalents at end of period           $5,775    $3,078
  
  Noncash investing and financing activities:
  On March 31, 1997, the Company acquired the issued and outstanding shares
  of Axis Holding Incorporated.  The consideration in addition to cash paid
  included the issuance of 173,913 of Chyron Corporation common stock valued
  at $750,000 and notes payable of $667,000.  See Note 2 for further
  discussion.
  
  
  
  CHYRON CORPORATION
  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 and nine months ended September
  30, 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 $413,000 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, as
  defined, 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 the Company and Pro-Bel since the date of the
  acquisition.  Actual unaudited consolidated operating results for the nine
  months ended September 30, 1997 and proforma unaudited consolidated
  operating results for the nine months ended September 30,1996 assuming the
  acquisition had been made as of January 1, 1996, respectively, are
  summarized below (in thousands except per share amounts).
  
                                   Actual       Performa
                                September 30,  September 30,
                                    1997          1996
  
  Net sales                       $63,621        $67,313
  Net (loss) income               $(1,392)       $ 5,581
  (Loss) earnings per share       $  (.04)       $   .18
  
  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 $2,992,000 and $2,850,000 at September 30, 1997 and
  December 31, 1996, respectively.  
  
  6.    INVENTORIES
  
  Inventories consist of the following (in thousands):
  
                      September 30,  December 31,                 
                           1997         1996
  
  Finished goods         $11,798       $12,879
  Work-in-process          6,059         5,271
  Raw material             7,254         5,352
                         $25,111       $23,502
  
  7.    NON-RECURRING CHARGES
  
  For the nine months ended September  30, 1997, the Company incurred
  non-recurring charges totalling $3.1 million.   Of these total charges,
  $675,000 was related to the Company's planned secondary offering of common
  stock which was terminated due to the market valuation of the stock.  The
  remainder ($2.4 million) related mainly to a repositioning by the Company
  to address the domestic television market's need for high definition and
  multichannel standard definition digital equipment that complies with recent
  Federal Communication Commission rulings.  Included in this charge was a
  write-down of inventory related to product lines which have been
  discontinued as a result of a new market positioning strategy, severance
  expense related to a staff reduction in the second quarter, the write-off
  of software development projects related to product not within the new
  strategy, the consolidation of certain Chyron offices, the settlement of
  litigation dating back several years and the write-off of costs related to
  a potential acquisition that was abandoned due to the new strategy.
  
  8.    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 September 30, 1997 and 1996
  
  Sales for the quarter ended September 30, 1997 increased to $23.5
  million, an increase of $2.9 million, or 14.0% over the $20.6 million
  reported for the third quarter of 1996.  Pro-Bel product line sales
  increased by over 45% for the period with substantial increases being
  realized in U.S. sales of this line which grew over 200% in 1997 as compared
  to the same period in 1996.  Chyron graphic product sales decreased by
  approximately 10%, with decreases being realized domestically.  Domestic
  sales declined due mainly to customers opting to fill their graphic system
  needs with the Company's lower end Chyron products based on the recent
  Federal Communications Commission ("FCC") ruling requiring broadcasters to
  utilize digital advanced television transmission beginning in 1998 which
  should cause large future capital expenditures by the broadcast industry. 
  The decrease in Chyron graphic product sales was driven mainly by a decrease
  in demand for the high-end iNFiNiT product line, while sales of the Max,
  Maxine and Liberty lines showed increases.  Overall, international sales
  increased.
  
  Gross profit increased by $122,000, or 1.1%, to $10.9 million for the
  quarter ended September 30, 1997 from $10.8 million for the third quarter
  of 1996.  Such increase was attributable to the increase in sales for the
  third quarter of 1997 offset by decreases realized due to the change in the
  product mix.  Gross margins as a percentage of sales decreased to 46.5% in
  1997 from 52.4% in 1996 mainly as a result of the increase in sales of  Pro-
  Bel products, which historically have had lower gross margins than Chyron's
  gross margins.  The decrease in the volume of Chyron graphics sales and the
  change in the product mix of this line also contributed to the decrease in
  gross margin.
  
  Selling, general and administrative ("SG&A") expenses increased by $1
  million, or 17.2%, to $6.9 million in the third quarter of 1997 compared to
  $5.9 million for the third quarter of 1996.  Such increase is due mainly to
  increases in expenses based on increased sales volume.  SG&A as a percentage
  of sales increased slightly to 29.3% for the third quarter of 1997 from
  28.5% for the comparable 1996 period.
  
  Net research and development ("R&D") expenses increased for the third
  quarter of 1997 over the 1996 third quarter by $203,000, or 14.0%.  The
  increase is due mainly to intensified efforts at Chyron and Pro-Bel to
  address the FCC rulings described above in terms of new product development. 
  These increases are mainly the result of increased headcount at both Chyron
  and Pro-Bel.  This increase was offset by an increase in the net capitalized
  software costs, which increased $463,000 for the third quarter of 1997
  versus the same period in 1996.
  
  Other expenses, which include interest income and expense and foreign
  currency transaction gains and losses, decreased to $411,000, compared to
  $450,000 for the third quarter of 1996.  This decrease is mainly a result
  of the foreign currency transaction gains recognized in the third quarter
  of 1997.  
  
  Income before income taxes decreased $1 million, or 34.8%, to $2
  million for the third quarter of 1997 compared to $3 million for the third
  quarter of 1996.  This decrease was attributable mainly to the decrease in
  gross profit as a result of product mix and increases in SG&A and R&D as
  described above.
  
  Income taxes/equivalent provision decreased to $734,000, a decrease
  of $455,000 from the $1.2 million reported for the third quarter of 1996. 
  This decrease is due mainly to the decrease in income before income taxes,
  as described above.
  
  Comparison of the Nine Months Ended September 30, 1997 and 1996
  
  Sales for the nine month period ended September 30, 1997 increased to
  $63.6 million, an increase of $6.7 million, or 11.8%, over the $56.9 million
  reported for the 1996 comparable period.  This increase was attributable to
  the inclusion of Pro-Bel since its acquisition on April 12, 1996 offset by
  a decrease of over 20% in Chyron graphic product sales.  Chyron graphic
  product sales increased for the Max, Maxine, Liberty and Codi lines and
  decreased for the iNFiNiT product line.  
   Gross profit decreased to $29.0 million for the nine months ended
  September 30, 1997.  The decrease of $1.0 million, or 3.3% from the $30.0
  million reported for the nine months of 1996, was attributable to a change
  in the product mix from 1996 to 1997 as is also reflected in the decline in
  gross margin percentages which decreased to 45.6% in 1997 from 52.7% in
  1996.  A shift in Chyron sales from the high end iNFiNiT lines to the Max,
  Maxine and Codi lines and the overall decrease in Chyron graphic product
  sales contributed to the decrease in both gross profit dollars and gross
  margin percentages.  The gross margin percentage decrease was also impacted
  by the fact that 1997 amounts include Pro-Bel products (which historically
  have lower gross margin percentages) for nine months versus six months in
  1996.
  
  SG&A expenses increased by $5.3 million, or 32.1%, to $21.6 million
  in 1997 compared to $16.4 million for the first nine months 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.
  Additional increases were seen due to an increase overall in sales volume. 
  
  Net R&D expenses increased for the nine months ended September 30,
  1997 compared to 1996 by $1.4 million, or 36.1%.  This increase is mainly
  attributable to the inclusion of Pro-Bel expenditures for the full nine
  month period in 1997.  Additional increases in R&D have been seen at both
  Chyron and Pro-Bel as the Company has focused its attention on new product
  development to address the FCC ruling described above.  These increases were
  offset by the net capitalized software cost, which increased $713,000 for
  the nine months ended September 30, 1997 versus the same period in 1996.
  
  For the nine months ended September 30, 1997, non-recurring charges
  totaling $3.1 million were incurred by the Company.  A non-recurring charge
  of $675,000 incurred in the first quarter of 1997 was attributable to the
  Company's planned secondary offering of common stock, which was terminated
  due to the market valuation of the stock.  During the second quarter of
  1997, in an effort to position Chyron to meet the domestic television
  market's need for high definition and multichannel standard definition
  equipment that comply with the recent FCC rulings described above, the
  Company underwent a repositioning which, together with several other items,
  resulted in non-recurring charges in the second quarter totalling
  $2,407,000.
  
  Included in this charge was a write-down of inventory related to
  product lines which have been discontinued as a result of a new market
  positioning strategy, severance expense related to products not within the
  new strategy, the consolidation of certain Chyron offices, the settlement
  of litigation dating back several years and the write-off of costs related
  to a potential acquisition that was abandoned due to the new strategy.
  
  The specific components of the non-recurring charge are as follows (in
  thousands):
  
  Non-cash outlays:
   Write-down of inventory                      $700
   Write-off of software development costs       205
   Litigation settlement                          88
   Total non-cash charges                        993
  
  Cash outlays:
   Secondary offering termination                675
   Severance                                     825
   Write-off of acquisition costs                200
   Litigation settlement                         100
   Other                                         289
     Total                                    $3,082
  
  Cash outlays related to the non-recurring charges total $2.1 million,
  of which $1.3 million was made by September 30, 1997.
  
  Other expenses, which included interest income and expense and foreign
  currency transaction gains and losses, increased to $1.2 million, or 34.7%,
  from $872,000 for the nine months ended September 30, 1996.  This increase
  is mainly a result of the average increased borrowings for the nine months
  ended 1997 versus 1996.  Increases also stem from the purchase of Pro-Bel
  in 1996 and Axis in 1997.  Interest rates remained relatively consistent for
  both nine month periods.
  
  The Company incurred a loss before income taxes of $2.0 million
  compared to income of $9.0 million for the same period in the prior year. 
  This loss was attributable mainly to the decrease in sales of Chyron
  graphics products, the gross margin erosion as a result of the product mix,
  increased SG&A and R&D expenses and the $3.1 million non-recurring charges
  as discussed above. 
  
  The Company recognized a $573,000 tax benefit for the nine months
  ended September 30, 1997 compared to an income tax provision of $3.4 million
  for 1996.  The tax benefit was primarily attributable to the loss of $2.0
  million before taxes while the provision was based on pre-tax income of $9.0
  million.
  
  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
  ($4,883,000 converted at the September 30, 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.  Upon
  maturity, the Company intends to replace this borrowing facility with a
  similar one.
  
  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 million 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.  Quarterly payments on the term loan portion of the facility are funded
  by the Company's working capital.
  
  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 September 30, 1997 exchange rate).  The notes are secured
  by an irrevocable letter of credit from a bank and limit amounts available
  under the revolving credit facility described above.  The notes are due on
  or before April 15, 1998.  At maturity, the notes will be repaid with the
  letter of credit described above.
  
  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.  The Company intends to fund these
  payments  with its working capital.
  
  At September 30, 1997, the Company's current ratio was 1.91 to 1 and
  its working capital was $31,369,000.
  
  At September 30, 1997, the Company had operating lease commitments for
  equipment, factory and office space totaling $11,887,000 of which $907,000
  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
  a) 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.
  
  b) On May 14, 1997, the Company held its Annual Meeting of
  Shareholders.  At this meeting, the Company's shareholders re-elected
  Sheldon D. Camhy, James Coppersmith, Charles M. Diker, Donald P. Greenberg,
  Raymond Hartman, Isaac Hersly, Alan J. Hirschfield, Wesley W. Lang, Jr.,
  Eugene M. Weber, and Michael Wellesley-Wesley to the Board of Directors. 
  No less than 20,256,462 shares were voted for the election of each director,
  no more than 230,885 shares were voted against the election of each
  director, and 0 shares abstained.  Additionally, the shareholders voted to
  amend the Company's Long-Term Incentive Plan, increasing the number of
  shares by 1,333,334 shares to an aggregate of 3,000,000 shares.  20,250,283
  shares were voted for the proposal, 459,150 shares were voted against the
  proposal, and 85,322 shares abstained.
  
  ITEM 5. Not applicable.
  
  
  ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
  
  a) Exhibits
  
     (1)  On June 5, 1997, the Company entered into an Employment
  Agreement with Edward Grebow.  Such agreement is incorporated herein in its
  entirety by reference to the report on Form 10-Q dated August 12, 1997.
  
     (2) On September 17, 1997, the Company entered into an Agreement
  with Isaac Hersly regarding the mutual agreement to sever Mr. Hersly's
  employment relationship with the Company.  In connection therewith Mr.
  Hersly resigned as a Director and Officer of Chyron, effective September 26,
  1997.  The Severance Agreement is attached as Exhibit 1 to this document.
  

  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)
  
  
  
  
  November 12, 1997                  /s/  Edward Grebow           
      (Date)                              Edward Grebow     
                                      Chief Executive Officer        
                                          and President
                              
  
  
  November 12, 1997                   /s/   Patricia Lampe         
      (Date)                                Patricia Lampe  
                                       Chief Financial Officer 
                                             and Treasurer