**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, DC 20549**

**FORM 10-K**

**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF**

**THE SECURITIES EXCHANGE ACT OF 1934**

For the fiscal year ended December 31, 2001

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 incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               |  |                                     
|5 Hub Drive, Melville, New York                                |  | 11747                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

|
|

|Registrant's telephone number, including area code: | (631) 845-2000 | 
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|                                                           
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|Securities registered pursuant to Section 12(b) of the Act:
|                                                           

|None                                                        |  | None                                  
|----------------------------------------------------------- |  | --------------------------------------
|(Title of Class)                                            |  | (Name of exchange on which registered)
|                                                            |  |                                       
|Securities registered pursuant to Section 12(g) of the Act: |  |                                       

|Common Stock, par value $.01
|----------------------------
|(Title of Class)            

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 periods 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 | 
|--- | - |  | -- | 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ( )

The aggregate market value of voting stock held by non-affiliates of the Company on March 1, 2002 was $18,990,572
based on the closing price of the registrant's common stock on the OTC Bulletin Board on March 1, 2002. The number
of shares outstanding of the issuer's common stock, par value $.01 per share, on March 1, 2002 was 39,563,691.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement for the Annual Meeting of Shareholders to be held May 23, 2002 are incorporated by
reference into Part III.

Exhibit index is located on page 70

This document consists of 74 pages

***From time to time, including in this Annual Report on Form 10-K, the Company may publish
"forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities and Exchange Act of 1934 relating to such matters as anticipated
financial performance, liquidity and capital resources, business prospects, technological
developments, changes in the industry, new products, research and development activities and
similar matters. Although the Company believes that the expectations reflected in such "forward-looking statements" are reasonable, it can give no assurance that such expectations will prove to
have been correct.  Actual results could differ materially from the Company's expectations.
Information on significant potential risks and uncertainties not discussed herein may be found in the
Company's filings with the Securities and Exchange Commission. The Private Securities Litigation
Reform Act of 1995 provides a safe harbor for forward-looking statements.  In order to comply with
the terms of the safe harbor, the Company notes that a variety of factors could cause the Company's
actual results to differ materially from the anticipated results or other expectations expressed in the
Company's "forward-looking statements." Factors that can cause or contribute to these differences
include those described under the headings "Factors Affecting Future Results" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."  The risks and
uncertainties that may affect the operations, performance, development and results of the Company's
business include, without limitation, the following: product concentration in a mature market,
dependence on the emerging digital market and the industry's transition to digital television ("DTV")
and high definition television ("HDTV"), consumer acceptance of DTV and HDTV, resistance within
the broadcast or cable industry to implement DTV and HDTV technology, rapid technological
changes, continued growth, use and improvement of the Internet, new technologies that could render
certain Chyron products to be obsolete, a highly competitive environment, competitors with
significantly greater financial resources, new product introductions by competitors, seasonality,
fluctuations in quarterly operating results, ability to maintain adequate levels of working capital,
expansion into new markets and the Company's ability to successfully maintain the costs associated
with recent restructuring, and successfully implement  its acquisition and strategic alliance strategy.*

**PART I**

**ITEM 1.  BUSINESS**

**General Information Regarding the Company**

Chyron Corporation ("Chyron" or the "Company") was incorporated under the laws of the
State of New York on April 8, 1966 under the name The Computer Exchange, Inc., which was
changed to the present name on November 28, 1975.  On April 12, 1996, Chyron acquired Pro-Bel
Limited ("Pro-Bel").  The Company's principal executive offices are located at 5 Hub Drive,
Melville, New York 11747 and its telephone number is (631) 845-2000.  Its executive offices in the
United Kingdom are located at Danehill, Lower Earley, Reading, Berkshire RG6 4PB and its
telephone number is 44-118-986-6123.

Chyron Graphics Division provides a broad range of hardware and software products that
enhance the presentation of live and pre-recorded video and other data. Our Pro-Bel Division
provides signal distribution systems, master control switchers, automation and media management
packages and routers that are acclaimed in the broadcasting industry for superior performance and
reliability.  Our products enable customers to:

Create, manipulate and manage text, logos and other graphic images using special effects
such as 3D transforming, compositing and painting;

Control and distribute live video, audio and other data signals;

Manage broadcast video content and automate the output of broadcast facilities.

Create interactive content and deliver to TV set top boxes.

Serving the television industry for over three decades, we believe that we have established
ourselves as a leading innovator in the development of products that generate television graphics and
distribute and control the distribution of video and audio signals. Our products are intended to meet
the myriad demands of digital television, which includes high definition television mandated by the
U.S. Federal Communications Commission (the "FCC") in 1996.  More recently we believe that we
have established a global leadership position in providing products for graphics authoring and
automated content delivery for the worldwide emerging markets of Interactive TV.

The transition from analog to digital signals in the video and audio world has created a range
of new means to deliver video and audio content to the consumer.  These range from High Definition
Television ("HDTV"), through Standard Definition Digital TV ("DTV"), Interactive TV services,
to the Internet, where the ability to incorporate video to enhance web sites or to deliver a video
channel without a broadcast license continues to attract a growing number of participants.



In 2000 Chyron established an additional business unit to take advantage of the perceived
opportunities presented by the emerging Internet and interactive markets.  Specifically, the Company
set up a Streaming Services Division to provide consulting services to corporate clients and in
January 2001 acquired an Internet service provider, Interocity Development Corporation
("Interocity") to strengthen its presence in that market. The early part of 2001 proved to be a difficult
period in which to operate such a business. While management still believed in the eventual vision,
the Company decided to exit the consulting services business. The prevailing economic conditions
at the time and the Company's inability to devote resources to this initiative without affecting the
core business mandated the decision.

However, management views Interactive TV as having a direct bearing on everyday business
opportunities, particularly in the European market, where the rollout of Interactive TV is more
advanced. Management regards Chyron's capabilities in that space as an important technological
competitive edge that is expected to ultimately generate significant revenues because our products
enable customers to create interactive content.

Chyron Graphics plans on building on its leading brand image and large installed base in the
broadcast graphics market to further penetrate the post-production, corporate, educational and
professional video market sectors. Additionally, Graphics will continue to be involved in the
Interactive market by developing partnerships to deliver advanced interactive graphics tools. The
new Duet® and Lyric® product lines are now established in the U.S. and are rapidly gaining
acceptance in Europe and Asia. We believe Chyron Graphics continues to be the world leader in the
"real-time" character generator market. It dominates the live, "on-air" TV graphics segment and its
customers include most major broadcast, cable, satellite and post production facilities in the U.S. and
Europe. We believe our new Graphics products can only reinforce this position.

The Pro-Bel Division is a European leader in routers and associated equipment enabling the
management and delivery of high bandwidth digital video, digital audio and other data signals.  It
is also established as a provider of high-end transmission automation and media asset management
solutions. Pro-Bel is recognized in the global broadcast community for the high quality and
reliability of its products.  Pro-Bel will continue to develop and bring to market innovative routing,
control and management solutions.

Chyron started 2001 organized into Graphics products (Graphics Division), Signal
Distribution and Automation products (Pro-Bel Division) and Streaming Services, which was
discontinued in the second quarter. Revenues from the two divisions were $19 million and $27
million for Graphics and Pro-Bel Divisions, respectively, outperforming Streaming Services at $0.2
million.  From a geographic perspective, as presented in Note 20 of the Consolidated Financial
Statements, the U.S. and Europe accounted for 49% and 48% of total revenues, respectively, which
demonstrate Chyron's revenues are derived almost exclusively from these two regions. Pro-Bel
Division is based in the U.K. and derives a significant portion of its revenues from U.K. customers,
to which are also added Graphics revenues derived from U.K. customers. In consequence, in 2001
revenues derived from U.K. customers represented a significant percentage of total revenues.

During 2001 the Company took decisive steps to refocus on its core business by closing
down both the Streaming Services Division (including Interocity) and redirecting its involvement
in Interactive TV.  As a result of the difficult economic and operating environments it faced at the
beginning of the fourth quarter, the Company implemented a restructuring plan to reduce staff costs
and to set new and lower departmental budgets.  At the end of the fourth quarter 2001 the Company
employed approximately 190 fulltime employees, a reduction of 26% of the Company staff at the
end of the third quarter. The purpose of this restructuring plan was to generate anticipated annual
savings of almost $11 million.

**Products and Services**

The Company offers a broad range of products that meet the needs of the video and audio
production, post-production and distribution markets. In addition, the convergence of traditional
broadcast and Internet technology is providing the Company preliminary opportunities in the
Interactive TV market and, to a lesser extent, the Internet streaming market.

The Company's line of high-performance graphics systems is used by many of the world's
leading broadcast stations to display news flashes, election results, sports scores, stock market
quotations, programming notes and weather information. The Company's signal management
systems interconnect video, audio and data signals to and from equipment within a studio's control
room or edit suite, as well as to and from signal transmission sites.  The Company's line of control
and automation systems is used to automate the steps taken in the management, editing and
distribution of video and audio content. In the area of interactive TV, the Company is leveraging its
expertise as a provider of broadcast tools to promote solutions for the creation and delivery of
interactive content.



**Graphic Systems**

*Duet*®*and Duet*®*HD*: The Duet is a real-time 2D/3D serial digital video graphics processing
platform that integrates a Windows® NT front end with real-time graphics processing to provide
exceptional performance for television character generator applications.  It has become the
replacement for the analog industry standard iNFiNiT!® family of products. The Duet is configurable
as a standard definition digital TV ("DTV") or digital HDTV unit.  Content may be created for both
formats simultaneously, and can be played back on the two separate devices.

Duet uses Lyric, Chyron's content creation and play-out software, to compose messages and
play back content. Lyric is the winner of several product awards based on its ease of operation and
flexibility.  Lyric can output files for television broadcast, HTML and interactive television.  It
imports over 25 different file formats, including True Type® fonts, TIFF and TGA bitmaps as well
as iNFiNiT! messages, making Lyric a universal graphics tool.

Lyric may be used off-line for composition and preview purposes when installed on a
standard PC.  New features of Lyric include full screen, dual channel video squeeze-back,advanced
effects (blinds, assemble, explosion, matrix, page turns, ripple), iNFiNiT! file export, zoom function
for timeline editing, and Windows® 2000 support.  Imports of numerous formats are supported.

Extending the reach of Duet, CAL (Chyron Abstraction Layer) allows third party software
developers to use standard Open GL code to create custom applications, making Duet as accessible
for software product development as a personal computer.  Currently over 200 U.S. broadcasters are
using Duet for on-air graphics creation and play-out.  In addition, Duet is used extensively on major
sporting events, such as "Monday Night Football" (ABC), "Sunday Night Football" (ESPN),
NASCAR racing (Fox Sports), and the 2002 Winter Olympics (CBC).  Duet is also used in high
profile production applications for customers like Turner Studios, Fox News, CNNfn, and ABC.
Grass Valley Group® and Avid® are also using Lyric as a "plug in" to their non linear editing
systems, enabling content creation and iNFiNiT! and Duet family import of existing graphics,
enhancing the capabilities and value of those editing systems.

The open architecture of the Duet system has enabled Chyron to introduce additional
scalable, cost effective product solutions to the Duet family.  These products include Duet LEX,
which enables real-time animation play-out, Duet LE, a compact character generator with pre-loaded
animations and Duet PCI and PCI+, which offer Duet capabilities in a PC board set.  These additions
to the Duet product line open new markets to Chyron that include non-broadcast users, government,
industry, education and smaller post-production facilities.

***Chyron Aprisa*®*Clip/Stillstore Systems*: The Aprisa family of Digital Disk Recorders (DDRs)
and Stillstores has evolved further with the Aprisa SSX 601 digital multi-channel SSX Stillstore
server, which offers up to four channels each with key, all in a single chassis.  In addition, a number
of new feature sets are available across the Aprisa line, including the SSX Stillstore option for the
Duet LE, enabling users to have multi channel character generator and Stillstore capabilities in the
same frame.  This cost-effective product continues Chyron's strategy of providing solutions in new
markets.  The Aprisa 100 is a Windows NT based Stillstore system.  It provides sophisticated
database functions, play list creation and playback with effects, search, sort and editing. The Aprisa
250 Integrated Clip/Stillstore provides the combined functionality of a 90-minute, dual-stream digital
disk recorder and a single channel Aprisa 100 Stillstore in one chassis.  This combination offers an
affordable and feature-packed solution for delivering animated on-air graphics. The new Aprisa
200SX offers four channels of stills or clips, on a channel-by-channel basis.  The new Aprisa
Director controls unlimited Aprisa channels and streams the program output to a desktop VGA.
Finally, the Aprisa Video Graphics Server SAN enables true real-time sharing of media resources,
either locally or across a storage area network  (SAN).**



*iNFiNiT!*®*Family of Graphics and Character Generators*: Chyron's family of iNFiNiT!
products has long been the standard for broadcast quality character generators.  Largely due to the
iNFiNiT! family line, Chyron believes that it has a 60-70% share of the installed base of the high-end
broadcast character generator market in the U.S.  The iNFiNiT! family are legacy products that are
being phased out in favor of the Duet line.  The large iNFiNiT! installed base will not provide
significant revenues from product sales prospectively.  Service revenue and support on the existing
large installed base is expected to continue for several years on a declining basis.

*Compact Graphics and Character Generators*: The Company's compact character generators,
sold under the CODI® and pcCODI names, provide real-time text, titling and logo generation which
are used for broadcasting time, temperature, weather warnings, sports statistics, scoreboards, news
updates and financial information. Now fully digital, the rackmount version, which has up to two
CODI cards, is called DigiCODI and is a direct plug-in replacement to the analog CODI.  It is used
extensively for Emergency Alert System (EAS) applications.  The Digital pc CODI 601 is a powerful
32-bit processing engine, which has increased capabilities within the CODI product line.

**Signal Distribution and Automation**

*Signal Routing and Control*:

Pro-Bel provides an extensive range of distribution, signal processing, routing and control
solutions, which are utilized to process and distribute broadcast media and data signals. Pro-Bel
prides itself on the scalability of its hardware and the sophistication and flexibility of its control
systems.  Pro-Bel control protocols have become industry standards and are embraced by many of
our competitors.



Eclipse: A family of high performance, large-scale routing switchers, providing cost effective
and compact serial digital video, mixed format Serial Digital Video ("SDV")/HDTV as well as
Audio Engineering Society ("AES") audio routing. Incorporating sophisticated power supply
monitoring and internal cooling, the Eclipse routers also have extensive in-field expansion
capabilities, ensuring an easy path to future product upgrades and next generation products.

Freeway:  Offering the most comprehensive and flexible architecture, Freeway is a true multi-format system, enabling in-field upgrades from analog to digital, and even allowing format
conversion of audio within the router.  With support for RS422 control and telecom signals, together
with a powerful internal control system, Freeway is the number one choice for small to medium scale
applications in the broadcast, transmission, post-production and outside broadcast environments.

MADI: Offering solutions for a diverse range of applications from large scale broadcast
center routing to live theatre sound reinforcement. Pro-Bel invented the concept of routing MADI
(Multiplexed Audio Digital Interface) signals. The latest systems combine advanced digital
technology with precision format conversion techniques in an exceptionally compact package.

Axis: For the smaller requirement, such as signal monitoring, bypass or preview selection,
a wide range of self contained 16 x16 sources/destinations routers for all broadcast signals are
available. This range offers unique versatility in control, unusual for such a competitive package, and
is entirely compatible with the larger routers in the Pro-Bel range, making it a valuable entry-level
product.

Aurora Router Control: Aurora encompasses a range of hardware and software control
elements.  Each can be used as a control system in its own right, permitting users to choose either
hardware or software based control.  However, when used together they provide an incredibly
powerful, integrated control platform.

Control Panels:  A wide range of hardware, and touchscreen soft, pushbutton and keypad
control panels are available to suit various requirements and budgets.

*Modular Interfacing*:

ICON from Pro-Bel is an innovative and flexible rack frame that can house a wide variety
of functions.  Chyron has invited other broadcast manufacturers to participate in the use of this rack
frame, making it an industry standard. This has increased the attractiveness of the product as it offers
more acceptability and compatibility than one vendor alone can typically achieve.  Pro-Bel also
offers the 6063 range with an economic rack frame architecture, ideally suited to general purpose
distribution applications.

*Automation & Asset Management Systems*:**

Pro-Bel offers the complete solution for television station transmission automation.  The
broadcast automation product line is partnered with MAPP, a powerful modular asset management
system. The systems are designed to work across the three main areas of the broadcast operation:
Ingest, Storage and Play-out.  The Company's automation solution is aimed at the larger more
complex broadcast operation.  The Company believes that industry consolidation and the trend to
centralcasting increase the applicability of its automation product.

Asset Management: MAPP is a Windows-based, video server management and control
system, allowing an unlimited number of users on a network or even wide area network to record,
track, browse, cache and replay broadcast material according to a user-defined schedule.  MAPP
easily interfaces with disk based video servers manufactured by many different vendors.

Meridian:  The fast track to station automation, Meridian incorporates many of the
advantages available in larger systems by integrating a number of key applications for ingest and
playout.

Compass and Sextant: Provide comprehensive station automation for single and multi-channel operations, with Compass controlling a larger number of devices including large cart
machines. Sextant can be upgraded to Compass functionality.  Unique real-time hardware platform
with redundant controllers and power supplies provides reliability.  Users edit schedules and
interface to traffic systems via standard NT workstations that provide familiar and intuitive
operation.

*Network Management*:

COSMOS is Pro-Bel's workflow management system, providing status information and
reconfiguration capability for a complete broadcast installation over a computer network. Even off-site engineers, alerted via e-mail or SMS messages can log into the central server, find out the nature
of the reported fault and carry out any reconfiguration required.  The system embraces not only
processing and routing hardware, but also software products, including integration, with a growing
number of COSMOS partners who utilize the ICON frame and the COSMOS workflow management
system.

*Digital Master Control Switchers*:

TX 420 and TX 410: Compact and cost effective, these switchers process serial digital video
and digital analog or embedded audio inputs.  For sophisticated transitions, an optional 3D DVE
(Digital Video Effects) may be added. TX Series master control switchers provide unique built-in
integration with Pro-Bel Compass/Sextant automation and maximum flexibility, where one panel
can control many channels, or a number of panels can share channels. With its multi-channel
capability, the TX Series panels can control HDTV channels along side standard definition digital
channels, permitting a seamless migration to high definition operation.

**Streaming Services**

During 2000 the Company moved into two new markets - streaming media and interactive
TV - by creating the Chyron Streaming Services Division.  Early in 2001 the Company acquired
Interocity Development Corporation ("Interocity") and it became part of Chyron Streaming Services
Division.

It became apparent in the second quarter of 2001 that market conditions would make it very
difficult to continue operating the Streaming Services Division without negatively impacting the core
graphics, signal distribution and automation business. Management took into consideration a number
of factors, including but not limited to market conditions, customer support and competitive
pressures, and closed down the Division in the second quarter of 2001.

Although Chyron is not directly involved in the streaming services market, the Pro-Bel
division provides hardware and software products targeted at the streaming professional. The
Clarinet DualStreamer is a broadcast-compliant streaming media coder used to encode video and
audio for use on the Internet. A typical application is webcasting a broadcast station's output or an
on-line corporate briefing for shareholders. Unlike conventional PCs, DualStreamer is designed as
a rack mount PC with professional signal interfaces and dual power supplies for reliability.  This
compact unit provides scaleable 'headless operation' with an LCD display for configuration and
status monitoring.  In addition, the optional DSP audio pre-processor greatly improves the audio
quality and eliminates the need for external signal processing equipment. DualStreamer also offers
a centralized control platform and the unique ability to stream two separate video feeds or share the
same input for dual format streaming.

**Marketing and Sales**

The Company markets its products and systems to traditional broadcast, production and post-production facilities, government agencies, educational institutions and telecommunications and
corporate customers. In order to maintain and increase awareness of its products, the Company
displays at the major domestic and international trade shows of the broadcast and computer graphics
industries.  In the U.S., the Company exhibits at the National Association of Broadcasters (NAB)
and Society of Motion Picture and Television Engineers (SMPTE) conventions. It also exhibits at
the International Broadcasters Convention (IBC) in Europe.

The Company also exhibits at minor shows across the world, either directly or in partnership
with its dealers. Product promotion is also achieved through direct-mail campaigns, e-newsletters
and  advertisements placed in relevant journals.  Due to the Company's reputation as a market leader
and innovator, articles are often published in trade journals and papers presented at technical
conventions by the engineering staff, reinforcing the technical credentials of the Company.  In order
to operate within the restructuring plan implemented in the fourth quarter of 2001, the Company will
continue to participate selectively in trade shows and plans to spend marketing dollars judiciously
in conformance with the restructuring plan.

Sales of the Company's products in the U.S. and the United Kingdom are made through
Company direct sales personnel, dealers, independent representatives, systems integrators and
OEMs. Direct sales, marketing and product specialists serving these markets act as links between
the customer and the Company's development teams. Although reductions were made in the
Company's sales and marketing staff as part of a restructuring plan implemented in the fourth quarter
of 2001, the Company has attempted to limit the impact on the direct sales personnel.

Sales of the Company's products outside of the U.S. and United Kingdom are made through
dealers and sales representatives covering specific territories.  In addition, the Company operates
sales offices in Hong Kong, Paris, New Delhi and Copenhagen to support foreign sales. In some
territories, dealers sell products from all of the Company's product categories; in other territories,
dealers handle only specific products.

**Service, Support and Training**

The Company offers comprehensive technical service, support and training to its customers
through 24 hours per day, seven days per week access to trained service and support professionals
for an annual fee. Scaleable and of fixed duration training courses are available through the
Company. In length these range from three days to two weeks and consist of a mix of classroom
discussions and hands-on training. The Company offers training courses for many of its products at
its Melville, NY headquarters and its Reading, U.K. and Paris, France facilities. The Company also
conducts on-site training.

Available through the Company is installation assistance, hardware and software
maintenance contracts and spare parts. The Company believes support contracts and a responsive
spare parts supply service facilitate customer satisfaction. Service is provided both domestically and
internationally by the Company or through its appointed dealers and representatives. The Company
also provides sales and service support to its dealers from time to time.

**Warranty and Service**

The Company provides warranties on all of its products ranging from ninety days to two
years. On new products, the Graphics Division offers a warranty of one year and Pro-Bel Division
offers up to two years. There may be, in certain instances, exceptions to these terms.  A provision
is made to estimate the warranty cost in products sold based on historical actual results.

**Research and Development**

The Company's research and product development, conducted primarily in Melville, NY and
Reading, U.K., has been focused on the revitalization and extension of the Company's core products.
During 2001, 2000 and 1999, the Company spent approximately $5.6 million, $6.9 million and $7.3
million, respectively, for research and development, net of amounts capitalized for software
development for new and existing products. The Company believes that personnel reductions made
in the Research and Development Department during the restructuring will not adversely impact the
Company's research and development efforts regarding our core product offerings.

**Manufacturing**

The Company has final assembly and system integration operations located in Melville, NY
and Reading, U.K. The Company primarily uses third-party vendors to manufacture and supply all
of the hardware components and sub-assemblies utilized in the Graphics Division.  In 2001, one
particular vendor represented 25% of the Company's purchases for the Graphics Division. The
Company is beginning to diversify sourcing of capital components and now has a second vendor and
is qualifying a third to diversify sourcing of critical components.  In the case of the Pro-Bel Division,
which has more extensive manufacturing and assembly, the Company relies on a combination of
outside vendors, none of which is irreplaceable.

Pro-Bel designs many of its system components to meet its own specifications, including
metal and electronic parts and components, circuit boards and certain sub-assemblies.  It assembles
such items and standard parts, together with internally developed software, to create final products.
The Company then performs testing and quality inspections of each product. The Pro-Bel Division
is certified to British Standard-EN-ISO 9001. There are no customers that represent in excess of 10%
of consolidated revenues for 2001, 2000 and 1999.

**Competition**

The markets for graphics imaging, media storage, transmission automation, signal routing
systems and distribution systems are highly competitive and are characterized by rapid technological
change and evolving industry standards.  Rapid obsolescence of products, frequent development of
new products and significant price erosion are all features of the industry in which the Company
operates. The FCC's ruling requires U.S. broadcasters to utilize DTV transmission by 2006. If a
similar requirement were to be imposed by other government agencies worldwide, it would require
large future capital expenditures by the broadcast industry.  Management believes the FCC's ruling
has created an opportunity for the Company in the market place; however, the Company's ability to
capitalize on this opportunity has been delayed due to slow market acceptance and implementation
of DTV transmission globally.

The Company is currently aware of several major and a number of smaller competitors.  In
the graphics area, the Company believes its primary competitors are Pixel Power Ltd., Pinnacle
Systems Inc., and Inscriber Technology Corporation.  For routing and distribution products, the
Company believes its primary competitors are Leitch Technology Corporation, Thomson
Multimedia, Miranda Technologies, Avid Technology Inc. and the Grass Valley Group (recently
acquired by Thomson Multimedia).  In the control and automation area, the Company believes its
primary competitors are Encoda, Harris, Thomson Multimedia and Omnibus. Many of these
companies have significantly greater financial, technical, manufacturing and marketing resources
than the Company.  On a region-by-region basis, certain product categories or market segments in
which the Company does or may operate, are dominated by established vendors.

**Employees**

Personnel reductions occurred during 2001 and employee headcount was 190 at December
31, 2001 as compared to 326 at the beginning of the year. Additional downsizing and curtailed
spending initiatives continued into the fourth quarter.

As of December 31, 2001, the Company had 190 fulltime employees, comprised of 35 in
sales and marketing, 59 in manufacturing and testing, 17 in customer support, service and training,
33 in finance, support activities and administration and 46 in research and development.  None of
these employees are represented by a labor union. As part of the restructuring plan in the fourth
quarter the Company eliminated 66 individuals, representing 26% of staff at the end of the third
quarter of 2001. The Company also employs contract personnel for specific functions or expertise,
especially in manufacturing operations. The number of contract hires fluctuates according to the
Company's requirements.

**Patents and Proprietary Rights**

The Company's success depends upon its ability to protect its proprietary software technology
and operate without infringing the rights of others.  It relies on a combination of patent, trademark
and trade secret laws to establish and protect its proprietary rights in its technology.

The names Chyron, Scribe, Chyron Scribe, Chyron Scribe Junior, Chyron SuperScribe,
iNFiNiT!, MAX!>, MAXINE!, CODI, Duet, I2, Chyron Care, Intelligent Interface, Intelligent
Interface (I2), CMX, CMX AEGIS, CMX OMNI, Aurora, Lyric, Liberty and Liberty Aurora and
Design are registered trademarks of the Company. The Company also has rights in trademarks and
service marks which are not federally registered. The Company does not have registered copyrights
on any of its intellectual property.

**Government Regulations**

The telecommunications and television industries are subject to extensive regulation in the
United States and other countries. For example, The United States Federal Communications
Commission has issued regulations relating to shielding requirements for electromagnetic interface
in electronic equipment. The Company's products are in compliance with these regulations.
Furthermore, television operators are subject to extensive government regulation by the FCC and
other federal and state regulatory agencies.

If adopted, the Pro-Bel Division will be required to comply with the Waste on Electrical and
Electronic Equipment ("WEEE") directive being considered by the United Kingdom authorities. The
WEEE directive puts a duty on manufacturers of electrical and electronics products to finance the
collection, removal of hazardous components and recycling of their products when they will be
discarded after 2005.  This directive is likely to enter into force in Summer 2002 and Member States
of the European Union will then have 18 months to implement it into their national legislation.  The
WEEE Directive's primary aim is to reduce annual production of 6 million metric tons of waste from
WEEE in the European Union Community, in line with the EU Commission's waste strategy (which
has previously been applied to packaging and is being applied to end of life vehicles).

A precise figure on the implementation cost of the directive for manufacturers cannot be
given at this stage as some principles including timescale, allocations of responsibility and financing
of historical waste, have not yet been defined or agreed to by the U.K. authorities, therefore, no
accrual for these costs is required for 2001.

**ITEM 2.  PROPERTIES**

The executive offices and principal office of the Company and its graphics business are
located in Melville, New York pursuant to a lease that expires on June 30, 2004. This facility
consists of approximately 47,000 square feet and is used for manufacturing, research and
development, marketing and the executive offices. The Company has closed down sales offices in
Dunwoody, GA, of 2,700 square feet, and in Cupertino, CA, of 4,000 square feet, but it remains
liable pursuant to leases, which both expire on November 30, 2002.

In the United Kingdom, the Company's executive office is located in Reading, U.K. where
it owns a facility of approximately 19,000 square feet. This facility is also used for research and
development and marketing and sales. The Company occupies additional facilities in the United
Kingdom in Reading, used primarily for manufacturing, assembly and test, which total
approximately 28,000 square feet pursuant to leases that expire from December 25, 2012 through
September 29, 2020. The Company currently utilizes 90% to 100% of the space of all of its facilities.
Management believes that each facility is suitable for its existing operations and does not foresee the
need for any significant expansion of its current U.K. facilities.  Finally, the Company has a sales
office in Paris, France of approximately 3,000 square feet from which it covers the French market
and supports adjacent territories.

**ITEM 3.  LEGAL PROCEEDINGS**

The Company from time to time is involved in routine legal matters incidental to its business.
In the opinion of management, the ultimate resolution of such matters will not have a material
adverse effect on the Company's financial position, results of operations or liquidity.

**ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**

During the fourth quarter of the year ended December 31, 2001, there were no matters
submitted to a vote of the Chyron shareholders through the solicitation of proxies or otherwise.

**PART II**

**ITEM 5. 	MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
SECURITY HOLDERS MATTERS**

Chyron's common stock has been quoted on the OTC Bulletin Board under the symbol
"CYRO" since May 2001, when it was delisted from the New York Stock Exchange.  The following
table sets forth, for the periods indicated, the high and low reported sales prices per share of the
common stock as reported on the New York Stock Exchange under the symbol "CHY" from January
1, 2001 to May 24, 2001 and the high and low reported bids as quoted on the OTC Bulletin Board
from May 25, 2001 through March 1, 2002.  The over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not necessarily represent
actual transactions.

Price Range of Common Stock (in $)

|                             | High   | Low  
|---------------------------- | ------ | -----
|                             |        |      
|Year ended December 31, 2001 |        |      
|Fourth quarter               | 0.430  | 0.200
|Third quarter                | 0.700  | 0.350
|Second quarter               | 1.190  | 0.250
|First quarter                | 2.188  | 0.790
|                             |        |      
|Year ended December 31, 2000 |        |      
|Fourth quarter               | 3.375  | 1.125
|Third quarter                | 4.750  | 1.625
|Second quarter               | 11.250 | 2.437
|First quarter                | 13.500 | 1.500

On March 1, 2002, the closing price of the Company's common stock as reported on the OTC
Bulletin Board was $0.48.  The approximate number of holders of record of the Company's common
stock at March 1, 2002 was 5,136.

In August 1999, the Company received a notice from the NYSE indicating that it did not
meet the continued listing standards issued in late July 1999.  The criteria revised and raised the
minimum requirement of stockholders' equity to $50 million, from $12 million of net tangible assets
and global market capitalization to $50 million from $12 million. The Company was allotted 18
months to comply with the revised listing requirements.  In April 2001, the Company received
notification that its stock should be removed from the NYSE list as it was not in compliance with
the revised continued listing requirements. The Company requested a review with a committee of
the board of directors of the NYSE to appeal the decision, which was scheduled for June 6, 2001.
In May 2001, the Company voluntarily withdrew its appeal of the NYSE's decision due to the
considerable amount of resources it would cost to appeal the decision. As of May 25, 2001, the
Company's common stock has been quoted on the OTC Bulletin Board.

The Company has not declared or paid any cash dividend since November 27, 1989. The
Company currently plans to retain its future earnings, if any, for use in the operation and expansion
of its business and does not anticipate paying cash dividends on the common stock in the foreseeable
future.  In connection with the Company's term loan and revolving credit facility, the Company is
prohibited from paying dividends in excess of 25% of its net income in any fiscal year.

During late 1998 and early 1999 the Company raised approximately $7.7 million through the
issuance of Series A and Series B 8% subordinated convertible debentures, due December 31, 2003,
to certain persons and entities, including certain directors, affiliates and shareholders of the
Company. The Series A debentures, totaling $1.2 million, pay interest quarterly and are convertible,
at any time, at the option of the holders thereof, into common stock of the Company at a conversion
price of $2.466 per share. The Series A debentures may be redeemed by the Company at any time
after December 31, 1999 for a price equal to the principal and accrued but unpaid interest on the
debentures at the redemption date. As of December 31, 2001, the aggregate principal was $1,242,000
and all interest due was paid in cash.

The Series B debentures, with an original face value of  approximately $6.5 million, are
convertible, at any time, at the option of the holders thereof, into common stock of the Company at
a conversion price of $1.625 per share. In certain circumstances, the Series B debentures may be
redeemed by the Company, commencing one year from issue date, for a price equal to the principal
and accrued but unpaid interest at the redemption date. Interest is payable quarterly and may be paid
by increasing the amount of principal owed thereunder. During 2001, approximately $0.56 million
of interest was paid in the form of additional debentures issued by the Company.  The total
accumulated principal, including additional debentures paid in kind, at December 31, 2001, was
approximately $7.4 million.

On December 17, 2001, the terms of the existing Series A and Series B subordinated
convertible debentures were amended to extend the maturity date of the Series A and B debentures
from December 31, 2003 to December 31, 2004, increase the interest rate from 8% to 12%, and
provide that until December 31, 2004, interest may be paid in the form of additional debentures, or
in cash, at the Company's sole option.  On February 28, 2002, the Company's board of directors
agreed to pay interest on the Series A and Series B debentures only by increasing the amount of
principal owed thereunder. In connection with the amendment to the Series A and Series B
debentures, on December 17, 2001, the Company issued warrants to holders of the amended Series
A and Series B debentures to purchase an aggregate of 861,027 shares of common stock of the
Company at an exercise price equal to $0.35 per share.  The warrants were immediately vested and
are exercisable through December 31, 2004 at $0.35 per share which was above fair market value
on the date of issuance.  Under the terms of the agreement a registration statement relating to the
shares of common stock underlying the warrants is expected to be filed with the Securities and
Exchange Commission by April 15, 2002.

The Series A and Series B debentures have not been registered under the Securities Act of
1933 and may not be offered or sold in the United States absent registration or an applicable
exemption from the registration requirements.  The sales of the Series A and Series B debentures
were made in reliance upon the exemption from the registration provisions of the Securities Act of
1933, as amended, afforded by Section 4(2) thereof and/or Regulation D promulgated thereunder,
as a transaction by an issuer not involving a public offering.  To the best of the Company's
knowledge, the purchasers of the Series A and Series B debentures acquired them for their own
accounts, and not with a view to any distribution thereof.

In April 2000, the Company raised gross proceeds of $20 million in connection with a private
placement of 3,076,923 shares of its common stock at a price of $6.50.  The offering price per share
was determined based on negotiations between the Company and its placement agents taking into
account the historical trading history of the common stock and market conditions at such time.  The
price of the common stock, as listed on the New York Stock Exchange, ranged between $5.44 and
$9.44 on the various closing dates.  The Company has utilized the net proceeds, of approximately
$18.2 million, to fund expenditures in the area of sales, marketing, the pursuit of strategic alliances
and research and development in connection with its streaming services business. The private
placement was made in reliance upon the exemption from the registration provisions of the
Securities Act of 1933, as amended, afforded by Section 4(2) thereof and/or Regulation D
promulgated thereunder, as a transaction by an issuer not involving a public offering. To the best of
the Company's knowledge, the purchasers acquired them for their own accounts, and not with a view
to any distribution thereof.  In connection with the private placement, the Company issued 151,914
warrants to the placement agents and 60,000 warrants to a consulting company to purchase common
stock of the Company at an exercise price of $6.50. These warrants, which are immediately
exercisable, will expire in April 2005 and were recorded as a reduction of gross proceeds.

In November 2000, Microsoft purchased 3,096,774 shares of common stock of the Company
at a price of $1.9375 per share for an aggregate investment of $6 million.  As a result, as of
December 31, 2001, Microsoft owned approximately 8% of the Company. The Company used the
proceeds from the sale to fund the development of interactive tools and the growth of the Company's
Streaming Services Division. Microsoft sold all of those shares in March 2002 to other Chyron
investors, affiliates and certain members of management.

In November 2000, the Company purchased a 20% interest in Video Technics, Inc. ("Video
Technics") for $1,081,000 consisting of $500,000 and 300,000 shares of common stock valued at
$581,000.

The issuance of stock in the Microsoft and Video Technics transactions was made in reliance
upon the exemption from the registration provisions of the Securities Act of 1933, as amended,
afforded by Section 4(2) thereof and/or Regulation D promulgated thereunder.

In January 2001, the Company issued 632,412 shares of common stock valued at $1,264,824
in connection with its acquisition of Interocity Development Corporation, as is explained more fully
in Note 2 to the Consolidated Financial Statements, "Business Acquisition."

In May 2001, the Company issued 58,898 shares of common stock valued at $67,040 to
certain executive officers as partial payment of their bonus compensation for 2000.

In December 2001, the Company completed a private placement of 12% Senior Subordinated
Convertible Notes and received $2.21 million, exclusive of offering costs of $0.2 million. These
Senior Subordinated Notes have a maturity date of December 31, 2003.  Pursuant to the terms of the
agreement, interest is payable in the form of additional Senior Subordinated Notes, or in cash, at the
option of the Company.  The Senior Subordinated Notes are immediately convertible into the
Company's common stock at a conversion price of $0.35. A registration statement relating to the
shares of common stock underlying the Senior Subordinated Notes is required to be filed but not
declared effective with the Securities and Exchange Commission by April 15, 2002. The Company
intends to use the proceeds of the offering for general business purposes. On February 28, 2002, the
Board of Directors agreed to amend the Senior Subordinated Notes. The Board resolved that the
Company will only pay interest on the Senior Subordinated Notes by increasing the amount of
principal owed thereunder.

Assuming that the securities described below are not pre-paid, are paid in full at maturity,
and that all interest will be paid by increasing the amount of principal thereunder, the projected
aggregate principal amounts of the 12% Senior Subordinated Convertible Notes and on the Series
A and Series B subordinated convertible debentures at December 31 of each of the next 5 years are
listed below.

| | December 31 ($ millions)
| | ------------------------

|Principal of Notes and Debentures            | 2001   | 2002   | 2003   | 2004    | 2005
|-------------------------------------------- | ------ | ------ | ------ | ------- | ----
|                                             |        |        |        |         |     
|Senior Subordinated Convertible Notes        | $2.21  | $2.48  | $2.77  | $     0 | $  0
|                                             |        |        |        |         |     
|Series A Subordinated Convertible Debentures | 1.24   | 1.40   | 1.57   | 1.77    | 0   
|                                             |        |        |        |         |     
|Series B Subordinated Convertible Debentures | 7.36   | 8.28   | 9.32   | 10.49   | 0   
|                                             |        |        |        |         |     
|Total                                        | $10.81 | $12.16 | $13.66 | $12.26  | $  0

******ITEM 6.  SELECTED FINANCIAL DATA**

The following table sets forth selected data regarding the Company's operating results and
financial position. The data should be read in conjunction with Management's Discussion and
Analysis of Financial Condition and Results of Operations and the Consolidated Financial
Statements and Notes thereto, all of which are contained in this Annual Report on Form 10-K.

**SUMMARY FINANCIAL DATA**

(In thousands, except per share amounts)

| | **Year Ended December 31,**
| | ---------------------------

|                                                            | **2001** | **2000** | **1999** | **1998** | **1997**
|----------------------------------------------------------- | -------- | -------- | -------- | -------- | --------
|**Statement of Operations Data**:                           |          |          |          |          |         
|Net sales                                                   | $46,182  | $56,272  | $60,709  | $83,710  | $86,774 
|Gross profit                                                | 15,011   | 25,928   | 26,058   | 39,460   | 39,830  
|Operating expenses:                                         |          |          |          |          |         
|Selling, general and administrative                         | 28,952   | 29,858   | 28,166   | 31,420   | 29,662  
|Research and development                                    | 5,635    | 6,862    | 7,315    | 9,537    | 6,822   
|Restructuring and other non-recurring

charges              | 12,468   |          | 6,681    | 3,979    | 3,082   
|Total operating expenses                                    | 47,055   | 36,720   | 42,162   | 44,936   | 39,566  
|Operating (loss) income                                     | (32,044) | (10,792) | (16,104) | (5,476)  | 264     
|(Loss) on sale of investments                               | (328)    | 607      | 541      | 1,194    |         
|Interest and other expense, net                             | (1,295)  | (1,723)  | (1,272)  | (1,786)  | (1,242) 
|Loss                                                        | (33,667) | (11,908) | (29,784) | (4,447)  | (760)   
|Loss per common share -                                     |          |          |          |          |         
|Basic                                                       | $(0.86)  | $ (.34)  | $ (.93)  | $ (.14)  | $ (.02) 
|Diluted                                                     | $(0.86)  | $ (.34)  | $ (.93)  | $ (.14)  | $ (.02) 
|Weighted average number of common

shares outstanding (1) - |          |          |          |          |         
|Basic                                                       | 39,352   | 34,824   | 32,084   | 32,058   | 32,538  
|Diluted                                                     | 39,352   | 34,824   | 32,084   | 32,058   | 32,538  
|                                                            |          |          |          |          |         

| | **As of December 31,**
| | ----------------------

|                          | **2001** | **2000** | **1999** | **1998** | **1997**
|------------------------- | -------- | -------- | -------- | -------- | --------
|**Balance Sheet Data**:   |          |          |          |          |         
|Cash and cash equivalents | $4,342   | $15,332  | $  5,453 | $1,585   | $2,968  
|Working capital           | 4,366    | 31,019   | 17,761   | 30,036   | 38,955  
|Total assets              | 33,899   | 65,828   | 58,381   | 83,116   | 94,080  
|Long-term obligations     | 16,027   | 18,602   | 21,622   | 17,315   | 21,959  
|Shareholders' equity      | 313      | 32,961   | 22,512   | 49,770   | 53,962  

(1) Adjusted to reflect the reverse stock split effected on February 7, 1997.

******ITEM 7. 	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL**

**CONDITION AND RESULTS OF OPERATIONS**

**General**

The following is a discussion of the consolidated financial condition and results of operations
of the Company for the periods indicated. This discussion should be read in conjunction with the
Company's consolidated financial statements and the notes thereto included in this Annual Report.
Results for the periods reported herein are not necessarily indicative of results that may be expected
in future periods.

********Management's Discussion and Analysis of Financial Condition and Results of Operations
discusses Chyron's consolidated financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of America.  The preparation of these
financial statements requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses during the reporting
period. On an on-going basis, management evaluates its estimates and judgments, including those
related to product returns, bad debts, inventories, revenue recognition investments, intangible assets,
income taxes, financing operations, warranty obligations, restructuring costs, retirement benefits, and
contingencies and litigation. Management bases its estimates and judgments on historical experience
and on various other factors.  These include, but are not limited to, pricing pressures, customer
requirements, supply issues, manufacturing performance, product development and general market
conditions that are believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from these estimates under different
assumptions or conditions.

**Critical Accounting Policies**

Management believes the following critical accounting policies, among others, affect its more
significant judgments and estimates used in the preparation of its consolidated financial statements.
Chyron maintains allowances for doubtful accounts for estimated losses resulting from the inability
of its customers to make required payments.  If the financial condition of Chyron's customers were
to deteriorate, resulting in an impairment of their ability to make payments, additional allowances
may be required.  Chyron provides for the estimated cost of product warranties at the time revenue
is recognized.  While Chyron engages in extensive product quality programs and processes,
including actively monitoring and evaluating the quality of its component suppliers, Chyron's
warranty obligation is affected by product failure rates, material usage and service delivery costs
incurred in correcting a product failure. Should actual product failure rates, material usage or service
delivery costs differ from Chyron's estimates, revisions to the estimated warranty liability may be
required.

Chyron writes down its inventory for estimated obsolescence or unmarketable inventory
equal to the difference between the cost of inventory and the estimated market value based upon
assumptions about future demand and market conditions. Technology changes and market conditions
may render some of the Company's products obsolete and additional inventory write-downs may be
required.  If actual, future demand or market conditions are less favorable than those projected by
management, additional inventory write-downs may be required.  Chyron holds interests in
companies having operations or technology in areas within or adjacent to its strategic focus, one of
which is publicly traded whose share prices are highly volatile and one of which is privately held
whose value is difficult to determine.  Chyron records an investment impairment charge when it
believes an investment has experienced a decline in value that is other than temporary.  Future
adverse changes in market conditions or poor operating results of underlying investments could
result in losses or an inability to recover the carrying value of the investments that may not be
reflected in an investment's current carrying value, thereby possibly requiring an impairment charge
in the future.  Chyron records a valuation allowance to reduce its deferred tax assets to the amount
that it believes is more likely than not to be realized.  Additionally, should Chyron determine that
it would be able to realize its deferred tax assets in the future in excess of its net recorded amount,
an adjustment to the deferred tax assets would increase income in the period such determination was
made.

Net sales include revenue derived from product sales and upgrades as well as service revenue.
For product sales, we recognize revenue at the time products are shipped and title has transferred,
provided that a purchase order has been received or a contract has been executed, there are no
uncertainties regarding customer acceptance, the sales price is fixed and determinable and
collectability is deemed probable. If uncertainties regarding customer acceptance exists, revenue is
recognized when such uncertainties are resolved. For programming, consulting and software
licensing services and construction contracts, we recognize revenue based on the percent complete
for fixed fee contracts, with the percent complete being calculated as either the number of direct
labor hours in the project to date divided by the estimated total direct labor hours or based upon the
completion of specific task orders. It is our policy to record contract losses in their entirety in the
period in which such losses are foreseeable. For nonfixed fee jobs, revenue is recognized based on
the actual direct labor hours in the job times the standard billing rate and adjusted to realizable value,
if necessary. There are no significant post-contract support obligations at the time of revenue
recognition. Our accounting policy regarding vendor and post-contract support obligations is based
on the terms of the customers' contract, billable upon the occurrence of the post-sale support. Costs
of goods sold are recorded as the related revenue is recognized. Revenue results are difficult to
predict, and any shortfall in revenue or delay in recognizing revenue could cause our operating
results to vary significantly from quarter to quarter and could result in future operating losses.
Service revenue related to annual maintenance contracts is generally recognized ratably over a period
of twelve months. Customer service costs are included in selling, general and administrative
expenses and are not material. Revenues associated with long-term contracts are recognized on the
percentage-of-completion method, subject to substantive customer acceptance.  Revisions in profit
estimates are reflected in the period in which the facts that give rise to the revision become known.
Provisions for anticipated losses are charged to earnings when identified.

******Year Ended December 31, 2001 Compared to Year Ended December 31, 2000**

*Net Sales*.  Net sales for 2001 were $46.2 million, a decrease of $10.1 million, or 17.9% from
the $56.3 million reported in 2000.  Net sales during the years ended December 31, 2001 and 2000
consisted of $18.9 million and $26.9 million, respectively, from the Graphics Division and $27.1
million and $29.4 million, respectively, from the Signal Distribution and Automation Division. In
addition, in 2001 we generated $0.2 million in direct interactive/streaming revenues, compared to
nominal revenues in 2000. Formally launched in November 2000, the Streaming Services Division
was closed down in the second quarter of 2001.

The Graphics Division is completing a transition.  The legacy iNFiNiT! products are being
successfully replaced by the lower priced Windows NT-based Duet and Aprisa Clip/Stillstore
products.  Duet is gaining wide acceptance in the Company's markets in the U.S. and in Europe. Duet
sales in 2001 increased 60% over 2000. The Company's Clip/Stillstore product, Aprisa, declined in
2001 by 8% compared with 2000 revenues.

In 2001 sales of the Signal Distribution and Automation Division were lower than in 2000
because there were no large infrastructure projects being awarded to it. In addition, a transition from
one generation of modular products to the next contributed to customer uncertainty and slower sales.
However, the Company believes its engineering and development efforts in automation products
began to improve late in 2001 and in the fourth quarter received a large order from Turner
Broadcasting extending through 2003.

The impact of the recession of 2001 on the Company's net sales can not be quantified. A U.S.
recession combined with an economic slowdown in Europe (the Company's principal market)
translated to customers canceling projects and deferring others resulting in continued lower sales
levels.

*Gross Profit*.  Gross margins for the year ended December 31, 2001 and 2000, were 33% and
46%, respectively, inclusive of a $3.2 million write-down of inventory in 2001. Margins in the
Graphics Division deteriorated significantly because of changing product mix and the discounting
of selected products. Margins in the Signal Distribution and Automation Division have increased
marginally over 2000 primarily due to launching of new products. The relative proportion of margins
in hardware and in software products remained essentially the same in 2001 compared to 2000.

During 2001, the Graphics Division began to utilize semiconductor surface mount component
technology more extensively than it had in the past. Production, which is outsourced to subcontract
manufacturers and is accomplished through pick and place equipment rather than discrete electronic
components assembled by hand on a printed circuit board.  This technology is in constant and rapid
change and would require large capital expenditure if the Company were to manufacture on its own
with surface mount technology. In consequence, the Company began to rely on high volume contract
manufacturers to produce inventory items rather than to manufacture in-house. As a result, effective
as of the first quarter of 2002, the Company will no longer allocate Selling, General and
Administrative (SG&A) and Research and Development (R&D) related to manufacturing as these
costs will be incurred by third party manufacturers. Throughout 2001, the Company allocated
portions of R&D and SG&A costs of approximately $1 million to cost of sales and overhead applied
to inventory.

*Selling, General and Administrative Expenses*.  Selling, General and Administrative (SG&A)
expenses decreased by $1.0 million, or 3%, to $28.9 million, compared to $29.9 million in 2000.
SG&A expenses in the fourth quarter were sharply reduced as part of a restructuring plan, which
eliminated sales and marketing staff by 33% and reduced other operating costs.  The Company has
entered 2002 with a lower SG&A cost structure and expects SG&A to be lower on a prospective
basis as a result of this headcount reduction.

*Research and Development Expenses*.  Research and development (R&D) costs decreased
during 2001 compared to 2000 by $1.2 million.  Throughout 2001, as the Company launched its new
products and refocused on its core competencies it became apparent that its expenditures on R&D
can be reduced to a level commensurate with its projected product needs.

The headcount reduction of 26% in Research and Development was made to refocus
resources on current and near term products rather than on products in early stage of development
for which no definable future product benefits were apparent. Research and Development, as a
consequence, is focusing on enhancing and improving existing product lines.

*Goodwill Impairment, Restructuring and other Nonrecurring Charges*.  The Company
recorded goodwill impairment, restructuring and other nonrecurring charges totaling $12.5 million
during the second, third and fourth quarters of  2001 as summarized in the table below.

|Goodwill Impairment, Restructuring and Nonrecurring Charges ($000)
|------------------------------------------------------------------

|                           |      |        |        |        |        
|-------------------------- | ---- | ------ | ------ | ------ | -------
|                           | Q1   | Q2     | Q3     | Q4     | Total  
|                           |      |        |        |        |        
|Goodwill impairment        | $  0 | $5,478 | $3,595 | $    0 | $ 9,073
|                           |      |        |        |        |        
|Fixed assets               | 0    | 1,504  | 0      | 0      | 1,504  
|                           |      |        |        |        |        
|Severance                  | 0    | 749    | 0      | 571    | 1,320  
|                           |      |        |        |        |        
|Lease commitments          | 0    | 523    | 0      | 0      | 523    
|                           |      |        |        |        |        
|Other                      | 0    | 48     | 0      | 0      | 48     
|                           |      |        |        |        |        
|Total                      | $  0 | $8,302 | $3,595 | $  571 | $12,468
|                           |      |        |        |        |        
|Total cash outlays through |      |        |        |        |        
|December 31, 2001          | 0    | 1,320  | 0      | 571    | 1,891  
|                           |      |        |        |        |        
|Remaining cash outlays     |      |        |        |        |        
|at December 31, 2001       | 0    | 230    | 0      | 140    | 370    

The largest of write-off ($8.3 million) occurred in the second quarter of 2001 and was
directly related to closing down Chyron Streaming Services Division (see Item 1, Streaming
Services). The second major write-off occurred in the third quarter and was directly related to an
impairment of goodwill related to the acquisition of the Pro-Bel Division. The remaining obligation
at December 31, 2001, consists of $113,000 in lease commitments and $257,000 in severance costs.

The real estate leased for offices in New York City, London, U.K., Slough, U.K., Atlanta,
GA and Cupertino, CA, were written-off as were operating leases for software and leased
communication lines.  The Company is actively seeking third parties to sub-lease abandoned
facilities. Total lease commitments written off were $523,000.

The Company paid severance to 40 employees of Streaming Services Division who were
made redundant.  Employee severance costs amounted to $749,000.

By closing down the Streaming Services Division, in the second quarter of fiscal year 2001,
the Company evaluated its investment in Interocity, in accordance with Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long
Lived Assets to be Disposed of," (FAS 121"). The Company assessed the recoverability of its
investment in Interocity by comparing the undiscounted future cash flows with the carrying amount
of its investment.  As a result of this analysis, the Company determined that the expected future cash
flows would be insufficient to recover the carrying value of its investment and determined the asset
was impaired.  Accordingly, the Company determined that the entire net asset of $5.5 million was
non-recoverable and recognized a goodwill impairment charge of $5.5 million during the second
quarter of 2001.

In creating the Streaming Services Division, the Company invested in computer equipment,
servers and furniture.  When the Division was closed the total fixed assets written off were $1.5
million.

In the third quarter of 2001 due to continued poor results of the Company's Pro-Bel Division,
the Company assessed the recoverability of its investment in Pro-Bel by comparing the undiscounted
future cash flows with the carrying value of its investment.  As a result of this analysis, the Company
determined that the expected future cash flows would be insufficient to recover the carrying value
of its investment and determined the asset was impaired.  Accordingly, the Company recognized a
goodwill impairment charge of $3.6 million during the third quarter of 2001. The Company
calculated the goodwill impairment by comparing the carrying value of its investment with the
present value of its estimated future cash flows.

In the fourth quarter, the Company implemented the restructuring plan as discussed in Item
1 above. Severance associated with the elimination/termination of 66 employees made in
implementing the restructuring plan was $0.57 million. Cash outlays related to severance of $0.43
million were made during the fourth quarter of 2001 and approximately $0.14 million will be paid
out during the first and second quarters of 2002, and was accrued for as of December 31, 2001.

*Gain on Sale of Investments*.  During 2001, the Company recorded a loss of $0.3 million on
the sale of approximately 60 percent of its marketable securities in RT-Set.  In comparison, in 2000
the Company realized a gain of $0.6 million on its sale of approximately 23% of its investment in
RT-Set. Fluctuations are a function of market share price.

*Interest and Other Expenses*. Interest and other expense, net, decreased by $0.4 million to
$1.3 million during 2001 from $1.7 million in 2000.  During 2001, the Company recognized interest
income of approximately $0.2 million compared to $0.7 million in 2000, due to lower cash balances
year over year.  Foreign exchange losses were not material in 2001.  A loss of $0.3 million was
recognized in 2000 as a result of fluctuations in foreign exchange rates.

| | Interest and Other Expenses
Net ($000)
| | --------------------------------------

|                               | 2001   | 2000  
|------------------------------ | ------ | ------
|                               |        |       
|Transaction (gain) loss        | 50     | 327   
|Bank interest                  | 696    | 892   
|Bank fees                      | 113    | 69    
|Lease interest                 | 40     | 28    
|Convertible debenture interest | 655    | 1075  
|Interest income                | (227)  | (773) 
|Other expenses (income)        | (32)   | 105   
|                               | $1,295 | $1,723

*Provision/Benefit for Income Taxes*.  The Company did not record a tax benefit in 2001
relative to its operating loss.  In the second quarter of 1999 the Company established a full valuation
allowance against its U.S. deferred tax assets to recognize the uncertainty surrounding its
realizability, and has continued to record a full valuation allowance against U.S. net deferred tax
assets. Until the Company has significant U.S. taxable income, no additional benefit will be realized.
The Company's net operating losses are subject to annual limitations under U.S. income tax rules
as a result of the changes in control of the Company.

**Year Ended December 31, 2000 Compared to Year Ended December 31, 1999**

*Net Sales*.  Net sales for the year 2000 were $56.3 million, a decrease of $4.4 million, or 7.3%
from the $60.7 million reported in 1999.  Net sales during the years ended December 31, 2000 and
1999 consisted of $26.9 million and $28.0 million, respectively, from the Graphics Division and
$29.4 million and $32.7 million, respectively, from the Signal Distribution and Automation Division.

The Graphics Division is experiencing a transition. Sales continue to be impacted by the shift
from the high-end iNFiNiT! products to the lower priced Windows NT-based Duet and Aprisa
clip/stillstore products.  Duet is gaining acceptance in the U.S. and in Europe and sales in 2000 were
double those in 1999. The Company's Clip/Stillstore product, Aprisa, also gained momentum in 2000
by doubling its revenues. In the year 2000 the Company recorded revenues associated with the
Sydney Olympics of approximately $1 million.  Sales in 1999 reflect a substantial number of system
upgrades, in part to insure that customers were Y2K compliant.

Sales in the Signal Distribution and Automation Division were lower primarily as a result
of a disappointing rollout of digital television in Europe and unfilled orders resulting from
disruptions caused by the implementation of the Division's new inventory-management system.
Differences in exchange rates accounted for over $1 million of the decline.

The Company generated nominal revenues in 2000 in connection with its Streaming Services
Division.  This Division, which was formally launched in November 2000, has begun to build a
customer base in the U.K. and U.S.  Streaming media services such as consultancy, equipment
installation, encoding and webcasting, were being offered by this Division.

*Gross Profit*.  Gross margins for the year ended December 31, 2000 and 1999, were 46% and
47%, respectively, exclusive of a $2.2 million write-down of inventory in 1999.  Margins in the
graphics sector improved, in large part, to products provided to the Sydney Olympics and lower
overhead costs.  Margins in the signal distribution and automation division have declined as a result
of product mix due to the relative proportion of hardware versus software products, reduced pricing
in the international market due to competition and the reduced value of the Euro, but were offset,
to a lesser degree by lower costs associated with product redesigns.

*Selling, General and Administrative Expenses*.  Selling, general and administrative (SG&A)
expenses increased by $1.7 million, or 6%, to $29.9 million in 2000 compared to $28.2 million in
1999.  SG&A expenses in the core businesses declined as a result of the 1999 restructuring and have
continued to be reduced, primarily in the area of personnel, as the reduction in personnel year over
year is 8%.  These savings have been offset by the Company's expenditures, of approximately $6.3
million in 2000, associated with the efforts relative to its Streaming Services Division.

*Research and Development Expenses*.  Research and development (R&D) costs decreased
during 2000 compared to 1999 by $0.5 million.  The revised product strategy implemented at the end
of the second quarter of 1999 resulted in the elimination of effort associated with non-strategic
products, thereby reducing costs.  Recently, efforts in this area have been redirected to graphics and
signal distribution and automation products for the Internet and Interactive TV.

*Gain on Sale of Investments*.  During 2000, the Company sold approximately 23% of its
remaining investment in RT-Set. This transaction resulted in a net gain of approximately $0.6
million.  During 1999, the Company sold approximately 18% of its original investment in RT-Set.
This transaction resulted in a net gain of approximately $0.5 million.

*Interest and Other Expenses*. Interest and other expense, net, increased $0.5 million during
2000 as compared to 1999.  This increase was due primarily to a non-cash charge of $0.5 million
resulting from the Company's decision to satisfy an interest obligation related to its subordinated
debentures. Overall, interest rates were higher in 2000 as compared to 1999 but were offset by lower
average borrowings. During 2000, the Company recognized interest income on investments of
approximately $0.7 million. A loss of $0.3 million was recognized in 2000 as a result of foreign
exchange rates as compared to a gain of $0.3 million in 1999.

*Provision/Benefit for Income Taxes*.  The Company did not record a tax benefit in 2000
relative to its operating loss.  In the second quarter of 1999 the Company established a full valuation
allowance against its U.S. deferred tax assets to recognize the uncertainty surrounding its
realizability. Until the Company has U.S. taxable income, no additional benefit will be realized.

**Liquidity and Capital Resources**

The Company used $7.7 million in cash from operations during 2001 as compared to using
cash of $8.8 million for the comparable 2000 period.  The utilization of cash from operations during
2001 results primarily from the realization of the net loss offset by decreases in accounts receivable,
accounts payable and inventory balances. The decrease in accounts receivable results from the timing
of receipt of certain milestone payments and more effective collection efforts.  Inventory balances
at the end of 2001 were lower due to an inventory write-off of $3.2 million, improved procurement
and consuming existing inventory as revenue decreased to $46.2 million in 2001 from $56.3 million
in 2000.

During 2001, the Company purchased Interocity for $5 million and had capital expenditures
of $0.5 million.  In comparison, the Company acquired property and equipment in 2000 totaling $2.1
million of which $1.2 million related to the infrastructure established to support the Company's new
media initiatives.  In 2000, the Company also utilized $3.9 million in cash to pay down its credit
facility and received $0.7 million from the issuance of common stock as a result of exercises of
options and warrants and $0.8 million from the sales of investments.

In December 2001, the Company raised $2.21 million in connection with a private placement
of 12% Senior Subordinated Convertible Notes.  The Company also increased its bank borrowings
by $2.5 million.  We are utilizing the net proceeds of these transactions, of approximately $4.7
million, to fund severance costs of $0.6 million associated with the cost reductions made in the
fourth quarter 2001 and to fund our working capital needs. At December 31, 2001, the Company had
cash on hand of $4.3 million and working capital of $4.4 million. The availability under the
revolving line of credit as of December 31, 2001 was $0.5 million.

The Company has financial obligations comprised of senior bank term debt, leases, a
mortgage, Senior Subordinated Notes and Series A and Series B convertible debentures. Repayments
for these obligations are summarized below:

| | December 31 ($000 )
| | -------------------

|Obligation Repayments               | 2002   | 2003     | 2004    | 2005   | 2006  | 2007 On
|----------------------------------- | ------ | -------- | ------- | ------ | ----- | -------
|                                    |        |          |         |        |       |        
|Revolving line of credit            | $2,711 | $2,347   | $   0   | $   0  | $   0 | $    0 
|                                    |        |          |         |        |       |        
|Term debt                           | 675    | 1,425(1) | 0(1)    | 0(1)   | 0(1)  | 0(1)   
|                                    |        |          |         |        |       |        
|Capital leases                      | 149    | 123      | 108     | 36     | 0     | 0      
|                                    |        |          |         |        |       |        
|Operating leases (inc. real estate) | 1,414  | 1,113    | 836     | 595    | 550   | 5,298  
|                                    |        |          |         |        |       |        
|Danehill, U.K., building mortgage   | 128    | 128      | 128     | 128    | 128   | 627    
|                                    |        |          |         |        |       |        
|Senior Subordinated Notes(2)        | 0      | 2,772    | 0       | 0      | 0     | 0      
|                                    |        |          |         |        |       |        
|Series A & B Debentures(2)          | 0      | 0        | 12,263  | 0      | 0     | 0      
|                                    |        |          |         |        |       |        
|Total                               | $5,077 | $7,908   | $13,335 | $  759 | $678  | $5,925 

(1) Assumes Term Debt is paid in full when it matures on December 26, 2003.

(2) Interest paid in kind is added to the principal.

*Restructuring Plan, Second Quarter*.  In response to lower than anticipated sales levels and
a slowdown in the U.S. economy, the Company took steps to reduce its costs structure. During the
second quarter, the Company realigned its organization and closed down its Streaming Services
Division to conserve cash.  Personnel reductions occurred and employee headcount was 260 at June
30, 2001 as compared to 326 at the beginning of the year. Additional downsizing and curtailed
spending initiatives continued into the fourth quarter.

*****Restructuring Plan, Fourth Quarter*.  In the fourth quarter of 2001, the Company
implemented a restructuring plan to size its cost structure in line with anticipated revenues.  All
aspects of the business were examined in the U.S., U.K. and France.  A plan was formulated that
defined cuts of different magnitudes in all departments.

The restructuring plan implemented during the fourth quarter was substantially completed
by December 31, 2001. Pursuant to the plan, the Company implemented staff reductions of 66
individuals (excluding contract personnel), down from 256 at the end of the third quarter.  Budgeted
costs for 2002 have been established at lower levels than in prior years. The combination of
annualized reductions in personnel (including contract personnel) and overhead budgets was
approximately $11.0 million.

The Company provides signal distribution and graphics products to the broadcast industry
for use in digital television. Currently, its customers are facing capital budget constraints because
of an economic slowdown in the U.S. and European economies, and there are few signs of growth
in its traditional markets.  In addition, the Company has sustained losses from operations in each of
the five years ended December 31, 2001, and has failed to maintain its financial covenants under its
credit agreement with its U.S. bank for which it has obtained amendments for the year ended
December 31, 2001.

The Company is approaching 2002 with caution, adopting a modest outlook for growth, and
sizing the business accordingly. The Company has configured its business with a level of costs that
allows flexibility to reduce costs if economic conditions deteriorate.  The Company believes it has
sized the core businesses to a level that will not significantly reduce its cash resources while
continuing to invest in its new products. The Company operates in a rapidly changing environment
and it must remain responsive to changes as they occur. In the event that revenues are significantly
below 2002 forecasted revenues the Company believes it has the ability to reduce or delay
discretionary expenditures, such as capital purchases and marketing, so that it will have sufficient
cash resources through December 31, 2002, however, there can be no assurance that the Company
will be able to adjust its costs in time to respond to revenue shortfalls or obtain waivers and/or
amendments should defaults occur.

In preparing contingency plans for a further decline in 2002 sales, the Company re-examined
its cost structure.  Should sales drop further the Company believes it has the ability to make further
reductions in staff and overhead, in capital expenditures and in discretionary expenses. However,
it should be noted that additional reductions take time to implement and can have an adverse effect
on our ability to conduct business.

The Company has financial and other covenants with its U.S. bank. If the Company's
performance was to deteriorate and the Company was in violation of covenants, the bank has the
right to demand payment and may do so. The Company has four alternatives to generate cash and
payoff the bank debt:

- 	Make additional reductions in staff and overhead (discussed above).

- 	Sell or enter into a sale - lease back of the Company's office building in Reading
U.K. to generate $1.5 million to $2.5 million, net of the existing mortgage.

-	Utilize available cash on the balance sheet, which was $4.3 million at December 31,
2001.

-	Raise additional capital from third parties, which may include the Company's existing
major shareholders and board members, through the sale of Company securities.

There is no guarantee, however, that any of these sources of cash would ever materialize or
materialize in a timely fashion or upon terms that are acceptable to the Company.

**Impact of Inflation and Changing Prices**

Although the Company cannot accurately determine the precise effect of inflation, the
Company has experienced increased costs of materials, supplies, salaries and benefits and increased
general and administrative expenses. The Company attempts to pass on increased costs and expenses
by developing more useful and cost effective products for its customers that can be sold at more
favorable profit margins.

**Industry Transition to Digital Standards**

As discussed above, in October 1996, the FCC adopted a new digital television standard.
Conversion to the new standard will produce an opportunity to appropriately positioned companies
involved in the broadcast industry and related business; however, this change has caused uncertainty,
hesitation and indecision for broadcasters and other customers in their decisions on capital spending.
The delay in capital spending by broadcasters has affected the level of the Company's sales.  The
method and timing of broadcasters' conversion to digital television is very important to the future
operating results of the Company.

**Recent Accounting Pronouncements**

In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No. 141,
"Business Combinations."  This statement addresses financial accounting and reporting for business
combinations.  All business combinations in the scope of this statement are to be accounted for using
only the purchase method.  The provisions of this statement apply to all business combinations
initiated after June 30, 2001.

Also in July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Tangible Assets."
This statement addresses financial accounting and reporting for acquired goodwill and other
intangible assets.  Under SFAS No. 142, goodwill and indefinite lived intangible assets are no longer
amortized but are reviewed annually (or more frequently if impairment indicators arise) for
impairment.  Separable intangible assets that are not deemed to have an indefinite life will continue
to be amortized over their useful lives.  The Company does not believe the application of the
goodwill non-amortization provisions of these rules will have any material impact on its financial
position and results of operations.

In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." This statement addresses financial accounting and reporting requirements for
obligations associated with the retirement of tangible long-lived assets and the associated retirement
costs.  SFAS No. 143 is effective for fiscal years beginning after June 15, 2002.  The Company does
not believe that the adoption of SFAS No. 143 will have any material impact on its financial position
and results of operations.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."  This statement addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.  SFAS No. 144
supersedes SFAS No. 121 and the accounting and reporting provisions of the Accounting Principles
Board ("APB") Opinion No. 30.  SFAS No. 144 is effective for fiscal years beginning after
December 15, 2001.  The adoption of SFAS No. 144 will not have a material impact on the
Company's financial position and results of operations.

******Company Common Stock in 401(k) Plan**

The Company has a 401(k) plan into which it makes a 10 percent matching contribution in
Chyron stock. A participant in the plan has 19 investment choices, one of which is chyron stock. As
of December 31, 2001, Chyron stock represented 2.2 percent of total pension investments.

******Transactions with Related Parties**

In December 2001, the Company issued 12% Senior Subordinated Convertible Notes in the
aggregate principal amount of $2.21 million. Certain directors, officers and beneficial owners of 5%
or more of the common stock of the Company ("5% Shareholders") acquired approximately 40% of
the Senior Subordinated Notes, as follows: London Merchant Securities plc, a 5% Shareholder,
through its affiliate, acquired $250,000 principal amount; Christopher Kelly, a director and 5%
Shareholder, acquired $450,000 principal amount; Alan J. Hirschfield, a director, through an
affiliate, acquired $100,000 principal amount; Eugene Weber, a director, through an affiliate,
acquired $15,000 principal amount; the wife of Roger Henderson, President, CEO and a director,
acquired $20,000 principal amount; Graham Pitman, Senior Vice President Worldwide Sales &
Marketing, acquired $20,000 principal amount; and James Paul, Executive Vice President and
General Manager, Graphics Division, acquired $20,000 principal amount. The price and other terms
of the Senior Subordinated Notes were determined through negotiations between the Company and
its placement agent, Nash Fitzwilliams Ltd, and negotiations with the major purchaser of the Senior
Subordinate Notes, who acquired $500,000 principal amount, with the board of directors
representing the Company. A registration statement relating to the shares of common stock
underlying the Senior Subordinated Notes is required to be filed with the Securities and Exchange
Commission by April 15, 2002. The Company intends to use the proceeds of the offering for general
business purposes. On February 28, 2002, the Board of Directors agreed to amend the Senior
Subordinated Notes. The Board resolved that the Company will only pay interest on the Senior
Subordinated Notes by increasing the amount of principal owed thereunder.

On September 7, 1999, the Company completed a private placement of approximately $6.5
million aggregate principal amount of 8% Series B Subordinated Convertible Debentures, due
December 31, 2003. Certain directors, officers and 5% Shareholders acquired approximately 82%
of the Series B debentures, as follows: London Merchant Securities plc, a 5% Shareholder, through
its affiliates, acquired $760,000 principal amount; Christopher Kelly, a director and 5% Shareholder,
acquired $2,350,000 principal amount; Alan J. Hirschfield, a director, through an affiliate, acquired
$200,000 principal amount; Eugene Weber, a director, through an affiliate, acquired $2,000 principal
amount; Weiss Peck & Greer, a 5% Shareholder affiliated with Wesley Lang, a director, acquired
through its affiliates $1,960,000 principal amount; and Charles Diker, a director, acquired $80,000
principal amount. The price and other terms of the Series B debentures were determined through
negotiations of the independent committee of the board of directors with the Company's placement
agent at the time and Weiss, Peck & Greer, one of the lead investors in the Series B debentures. The
Company is obligated to maintain the effectiveness of a registration statement relating to the shares
of common stock underlying the Series B debentures until such time as all of such shares have been
sold. On May 19, 2000 the Company filed a registration statement on Form S-3, Registration
Number 333-37408, with the Securities and Exchange Commission, relating to such shares (the
"2000 Registration Statement"). Holders will not be permitted to sell such shares under the 2000
Registration Statement upon the filing of this Form 10-K because the Company is no longer eligible
to use Form S-3 registration statements, in part because the common stock is no longer listed on the
New York Stock Exchange. However, the Company intends to file a registration statement on Form
S-1 relating to such shares on or before April 15, 2002. The proceeds of the offering were used for
general business purposes.

On January 22, 1999, the Company completed a private placement of approximately $1.2
million aggregate principal amount of 8% Series A Subordinated Convertible Debentures, due
December 31, 2003. Certain directors, officers and 5% Shareholders acquired 100% of the Series
A debentures, as follows: Weiss Peck & Greer, a 5% Shareholder affiliated with Wesley Lang, a
director, acquired through its affiliates $790,000 principal amount; London Merchant Securities plc,
a 5% Shareholder, through its affiliates, acquired $273,000 principal amount; children and affiliates
of Alan J. Hirschfield, a director, acquired $90,000 principal amount; Eugene Weber, a director,
through an affiliate, acquired $20,000 principal amount; Charles Diker, a director, acquired $39,000
principal amount; and Edward Grebow, then President and CEO, acquired $30,000 principal amount.
The price and other terms of the Series A debentures were determined through negotiations of the
independent committee of the board of directors with the Company's placement agent at the time and
Weiss, Peck & Greer, the lead investor in the Series A debentures. The Company is obligated to
maintain the effectiveness of a registration statement relating to the shares of common stock
underlying the Series A debentures for a period of at least two years from the initial effective date.
Such shares were registered for resale on the 2000 Registration Statement. Holders will not be
permitted to sell such shares under the 2000 Registration Statement upon the filing of this Form 10-K because the Company is no longer eligible to use Form S-3 registration statements, in part because
the common stock is no longer listed on the New York Stock Exchange. However, the Company
intends to file a registration statement on Form S-1 relating to such shares on or before April 15,
2002. The proceeds of the offering were used general business purposes.

On December 17, 2001, the terms of the Series A and Series B subordinated convertible
debentures were amended to extend the maturity date of the Series A and B debentures from
December 31, 2003 to December 31, 2004, increase the interest rate from 8% to 12%, and provide
that until December 31, 2004, interest may be paid in the form of additional debentures, or in cash,
at the Company's sole option. The terms of the amendment were determined through negotiations
of the independent committee of the board of directors with Weiss, Peck & Greer, a 5% Shareholder
and significant investor in the Series A and Series B debentures. On February 28, 2002, the
Company's board of directors agreed to pay interest on the Series A and Series B debentures only
by increasing the amount of principal owed thereunder. In connection with the amendment to the
Series A and Series B debentures, on December 17, 2001, the Company issued warrants to holders
of the amended Series A and Series B debentures to purchase an aggregate of 861,027 shares of
common stock of the Company at an exercise price equal to $0.35 per share. The warrants are
immediately vested and are exercisable through December 31, 2004 at $0.35 per share. A registration
statement relating to the shares of common stock underlying the warrants is expected to be filed with
the Securities and Exchange Commission by April 15, 2002.

During 2001, Mr. Michael Wellesley-Wesley, a member of the Office of the Chairman, the
Compensation and Stock Option Committee and Chairman of the Executive Committee of our board
of directors, was paid $15,000 on a monthly basis for a period of six months and an additional
$26,000 in other forms of compensation for consulting and other services rendered in respect of
transactions and potential transactions involving the Company. Mr. Wellesley-Wesley will continue
to receive the $15,000 monthly payment during 2002 for consulting and other services related to
future transactions involving the Company.

Video Technics started its relationship with the Company by supplying a proprietary line of
still and video clip servers.  In November 2000, the Company purchased 20% of Video Technics in
order to have a ready source of proprietary servers and to have some say in product development to
meet customer needs. (See Note 5 to the Consolidated Financial Statements.)

Since the Company has hardware manufacturing capabilities and supply arrangements, the
relationship with Video Technics changed.  Video Technics currently only writes the software, sold
under license to the Company, and the Company produces the servers.

The price of the Video Technics software is fixed.  It is set by Video Technics, taking into
account market conditions and competitive offerings. Purchases of Aprisa Clip/Stillstore products
from Video Technics were approximately $1.3 million, $2.5 million and $1.2 million for the years
ended December 31, 2001, 2000 and 1999, respectively.

Currently, the Company is the only customer of Video Technics whose financial well being
is dependent on the Company's success with the Aprisa line.  Being a privately-held and small
company, there is no assurance that Video Technics will not face financial problems, thus being
unable to meet its supply obligations and endangering the Aprisa product line for several months.
In the past the Aprisa line has provided significant revenues to the Company and is expected to
continue doing so in 2002.

**ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT**

**MARKET RISK**

The Company is exposed to currency risk in the normal course of business related to
investments in its foreign subsidiaries and the level of sales to foreign customers.  For the years
ended December 31, 2001 and 2000, sales to foreign customers were 51% and 39% of total sales,
respectively.  Substantially all sales generated outside of the U.S. are denominated in British pounds
sterling, Euros and U.S. Dollars. The net impact of foreign exchange transactions was
inconsequential in the year ended December 31, 2001 and a loss of $0.3 million in 2000.

**Factors Affecting Future Results**

*Our future operating results are likely to fluctuate and therefore may fail to meet
expectations, which could cause our stock price to decline.*

Our operating results have varied widely in the past and are likely to do so in the future.  In
addition, our operating results may not follow any past trends.  Our future operating results will
depend on many factors and may fail to meet our expectations for a number of reasons, including
those set forth in these risk factors.  Any failure to meet expectations could cause our stock price to
significantly fluctuate or decline.

Factors that relate to our internal operations and could cause our operating results to fluctuate
include:

The need for continual, rapid new product introductions;

Changes in our product mix;

Our inability to adjust our fixed costs in the face of any declines in sales;

Successful execution of our strategy to develop and market products for the TV broadcasting
markets, namely, character generators, routing equipment, routing switchers, routing
peripherals, master control, automation, signal processing, switchers network management,
video clip and Stillstore and media management.

Factors that depend upon our suppliers and customers and could cause our operating results
to fluctuate include:

The timing of significant product orders, order cancellations and reschedulings;

The availability of production capacity and fluctuations in the manufacturing yields at the
facilities to which we subcontract our critical components; and

The cost of raw materials and manufacturing services from our suppliers.

Factors that are industry risks and could cause our operating results to fluctuate include:



Intense competitive pricing pressures;

Introductions of or enhancements to our competitors' products; and

The cyclical nature of the industry.

Our day-to-day business decisions are made with these factors in mind.  Although certain of
these factors are out of our immediate control, unless we can anticipate and be prepared with
contingency plans that respond to these factors, we will be unsuccessful in carrying out our business
plan.

*We cannot assure you that we will reach profitability because we have a history of losses.*

We incurred significant losses from 1997 through 2001. Our accumulated deficit in these five
years as of December 31, 2001 was $70.6 million. We had net loss of $33.7 million in 2001.  We
cannot assure you that we will return to profitability in any future periods, and you should not rely
on our historical revenue or our previous profitability as any indication of our future operating results
or prospects.

*A sale of a substantial number of shares of our common stock may cause the price of our
common stock to decline.*

If our current stockholders sell substantial amounts of our common stock, including shares
issued upon the exercise of outstanding options, the market price of our common stock could fall.
Such sales also might make it more difficult for us to sell equity or equity-related securities in the
future at a time and price that we deem appropriate.

*If we fail to successfully develop, introduce and sell new products, we may be unable to
compete effectively in the future.*

We operate in a highly competitive, quickly changing environment marked by rapid
obsolescence of existing products.  Our future success depends on our ability to develop, introduce
and successfully market new products, including Duet products that replaced the iNFiNiT!, Max and
Maxine product lines.  To date, we have been selling our Duet products in increasing quantities, and
we must continue to increase our sales or our business will suffer.  If any of the following occur, our
business will be materially harmed:

We fail to complete and introduce new product designs in a timely manner;

We are unable to have these new products manufactured according to design specifications;

Our customers do not perceive value in our new products and demand deep discounts;

Our sales force and independent distributors do not create adequate demand for our products;
or

Market demand for our new products does not develop as anticipated.

*We expend substantial resources in developing and selling our products, and we may be
unable to generate significant revenue as a result of these efforts.*



To establish market acceptance of our products, we must dedicate significant resources to
research and development, production and sales and marketing.  We experience a long delay between
the time when we expend these resources and the time when we begin to generate revenue, if any,
from these expenditures. Typically, this delay is one year or more. We record as expenses the costs
related to the development of new semiconductor products and software as these expenses are
incurred.  As a result, our profitability from quarter to quarter and from year to year may be material
and adversely affected by the number and timing of our new product introductions in any period and
the level of acceptance gained by these products.

*Our customers may cancel or change their product plans after we have expended substantial
time and resources in the design of their products.*

If one of our potential customers cancels, reduces or delays product orders from us or chooses
not to release equipment that incorporates our products after we have spent substantial time and
resources in designing a product, our business could be materially harmed.  Our customers often
evaluate our products for six to twelve months or more before designing them into their systems, and
they may not commence volume shipments for up to an additional six to twelve months, if at all.
During this lengthy sales cycle, our potential customers may also cancel or change their product
plans. Even when customers integrate one or more of our products into their systems, they may
ultimately discontinue the shipment of their systems that incorporate our products. System
integrators whose products achieve customer acceptance may choose to replace our products with
other products giving them higher margins or better performance.

*We will be unable to compete effectively if we fail to anticipate product opportunities based
upon emerging technologies and standards and fail to develop products that incorporate these
technologies and standards.*

We may spend significant time and money on research and development to design and
develop products around an emerging technology or industry standard.  If an emerging technology
or industry standard that we have identified fails to achieve broad market acceptance in our target
markets, we may be unable to generate significant revenue from our research and development
efforts.  Moreover, even if we are able to develop products using adopted standards, our products
may not be accepted in our target markets.  As a result, our business would be materially harmed.

We have limited experience in designing and developing products that support industry
standards.  If systems manufacturers move away from the use of industry standards that we support
with our products and adopt alternative standards, we may be unable to design and develop new
products that conform to these new standards.  The expertise required is unique to each industry
standard, and we would have to either hire individuals with the required expertise or acquire such
expertise through a licensing arrangement or by other means.  The demand for individuals with the
necessary expertise to develop a product relating to a particular industry standard is generally high,
and we may not be able to hire such individuals. The cost to acquire such expertise through licensing
or other means may be high and such arrangements may not be possible in a timely manner, if at all.

*We may encounter periods of industry-wide surface mount components shortage, resulting
in pricing pressure and a risk that we could be unable to fulfill our customers' requirements.*

The semiconductor industry (from which surface mount components are derived) has
historically been characterized by wide fluctuations in the demand for, and supply of, its products,
which feed the electronics, telecommunications and computer markets.  These fluctuations have
resulted in circumstances when supply and demand for the industry's products have been widely out
of balance. Our operating results may be materially harmed by industry-wide surface mount
component shortage, which could result in severe pricing pressure.  In a market with undersupply,
we would have to compete with the larger customers of our vendors for limited manufacturing
capacity. In such an environment, we may be unable to have our products manufactured in a timely
manner or in quantities necessary to meet our requirements.  Since we outsource a large proportion
of our products, we are particularly vulnerable to such supply shortages.  As a result, we may be
unable to fulfill orders and may lose customers. Any future industry-wide shortage of surface mount
components or manufacturing capacity would materially harm our business.

*We depend on one supplier, we are ramping up a second and prequalifying a third supplier
of surface mount components.*

We depend on a limited number of contract manufacturers to produce surface mount
components for our products.  We may be unsuccessful in diversifying our sources of supply from
one to three suppliers and our principal supplier may experience unanticipated events that could
inhibit their ability to provide us with adequate manufacturing capacity on a timely basis, or at all.
Introducing new surface mount components or transferring existing design and specifications to a
new third party manufacturer would require significant development time to adapt our designs to
their manufacturing processes and could cause product shipment delays.  In addition, the costs
associated with manufacturing our components may increase if we are required to use a new third
party manufacturer.  If we fail to satisfy our manufacturing requirements, our business would be
materially harmed.

*If we fail to adequately forecast demand for our products, we may incur product shortages
or excess product.*

Our agreements with third-party manufacturers require us to provide forecasts of our
anticipated manufacturing orders, and place binding manufacturing orders in advance of receiving
purchase orders from our customers. This may result in product shortages or excess product
inventory because it may not be practical to increase or decrease our rolling forecasts under such
agreements.  Obtaining additional supply in the face of product shortages may be costly or not
possible, especially in the short term.  Our failure to adequately forecast demand for our products
would materially harm our business.

*Problems in manufacturing our products, especially our new products, may increase the
costs of our manufacturing process.*

Difficulties or delays in the manufacturing of our products in the U.S. and the U.K. can
adversely impact our gross margin.  In the past we have experienced production and supply problems
that affected the gross margin.  We may experience in the future the same type of problems or other
problems. This would be especially true if we face cash constraints, slowing payments to our
suppliers.  That in turn affects our ability to manufacture products in a timely manner, which would
adversely affect our profitability.

*We may be unable to grow our business if the markets in which we sell our products do not
grow.*

Our success depends in large part on the continued growth of various markets that use our
products.  Any decline in the demand for our products in the following markets could materially
harm our business:

Broadcasting infrastructure projects;

Video/audio, graphics and imaging;

Advertising;

Corporate customers;

Military and security systems.

Slower growth in any of the other markets in which our products are sold may also materially
harm our business.  Many of these markets are characterized by rapid technological change and
intense competition.  As a result, our products may face severe price competition, become obsolete
over a short time period, or fail to gain market acceptance. Any of these occurrences would
materially harm our business.

*In order to remain profitable, we will need to offset the general pattern of declines and
fluctuations in the prices of our products.*

The legacy iNFiNiT!, MAX!> and MAXINE! products sold at prices that are a multiple of
the current Duet line prices. With advances in technology and introduction of Windows-based
operating systems, we have to continuously strive to provide more performance and characteristics
in our products at lower prices. The Company may not be able to do so successfully in the future,
thus negatively affecting our performance.

*We depend upon third party dealers to market and sell our products and they may
discontinue sale of our products, fail to give our products priority or be unable to successfully
market, sell and support our products.*

We employ independent, third-party dealers to market and sell a significant portion of our
products.  During 2001, a significant portion of our sales were made through our dealers and
representatives.  Although we have contracts with our dealers and representatives, any of them may
terminate their relationship with us on short notice.  The loss of one or more of our principal dealers,
or our inability to attract new dealers, could materially harm our business. We may lose dealers in
the future and we may be unable to recruit additional or replacement dealers. As a result, our future
performance will depend in part on our ability to retain our existing dealers and representatives and
attract new dealers and representatives that will be able to market, sell and support our products
effectively.

Furthermore, with advances in technology we have been able to introduce lower-priced
products. It may be that our distribution strategy needs to be modified as new product prices are
lowered. It is possible we may not be successful in modifying our distribution strategy, thus
adversely impacting our ability to sell our new products.

*Problems associated with international business operations could affect our ability to
manufacture and sell our products.*

Sales to customers located outside the United States accounted for 51%, 39% and 44% of our
total sales in 2001, 2000 and 1999, respectively.  We anticipate that sales to customers located
outside the United States will continue to represent a significant portion of our total sales in future
periods and the trend of foreign customers accounting for an increasing portion of our total sales may
continue.  Accordingly, our operations and revenues are subject to a number of risks associated with
foreign commerce, including the following:

Managing foreign dealers and foreign customers, which may be state corporations or
government agencies;

Staffing and managing foreign branch offices;

Political and economic instability;

Foreign currency exchange fluctuations;

Changes in tax laws, tariffs, environmental directives and freight rates;

Timing and availability of export licenses;

Inadequate protection of intellectual property rights in some countries; and

Obtaining governmental approvals for certain products.

In 2001 we denominated sales of our products in foreign countries exclusively in U.S.
dollars, Pounds Sterling and Euros.  As a result, any increase in the value of the U.S. dollar relative
to the local currency of a foreign country will increase the price of our products in that country so
that our products become more expensive to customers in the local currency of that foreign country.
As a result, sales of our products in that foreign country may decline.  To the extent any such risks
materialize, our business would be materially harmed.

*Our principal stockholders have significant voting power and may vote for actions that may
not be in the best interests of our stockholders.*

Our officers, directors and principal stockholders together control approximately 46% (as of
March 1, 2002) of our fully diluted outstanding common stock.  As a result, these stockholders, if
they act together, will be able to significantly influence the management and affairs of Chyron
Corporation and all matters requiring stockholder approval, including the election of directors and
approval of significant corporate transactions.  This concentration of ownership may have the effect
of delaying or preventing a change in control and might affect the market price of our common stock.
This concentration of ownership may not be in the best interest of our other stockholders.

*We may be unable to accurately predict quarterly results if we are inaccurate in our sales
projections, which could adversely affect the trading price of our stock.*

We build up our sales projections from information obtained by the sales force and our
dealers. We recognize revenue from sales to our dealers only when these dealers make sales to
customers.  Furthermore, in certain large contracts, applicable to both Graphics Division and Pro-Bel
Division, there are acceptance and/or commissioning conditions. It is possible our products are
delivered but are not paid for because acceptance and/or commissioning have not taken place to the
satisfaction of the customer.  We would not be able to recognize the revenue until the customer has
accepted and/or commissioned the products.

Any deviation or inaccuracy in these above factors could affect our quarterly revenue and
results of operations.  As a result, on a quarterly basis, our stock price could materially fluctuate.

*We may be unable to successfully grow our business if we fail to compete effectively with
others to attract and retain key personnel.*

We believe our future success will depend upon our ability to attract and retain engineers and
other highly skilled personnel.  Our employees are at-will and only a few are subject to employment
contracts.  Hiring qualified sales and technical personnel will be difficult due to the limited number
of qualified professionals.  Competition for these types of employees is intense.  We have in the past
experienced difficulty in recruiting and retaining qualified sales and technical personnel.  Failure to
attract and retain personnel, particularly sales and technical personnel, would materially harm our
business.

*We may be unable to adequately protect our intellectual property rights, and may face
significant expenses as a result of future litigation.*

Protection of intellectual property rights is crucial to our business, since that is how we keep
others from copying the innovations, which are central to our existing and future products.

Because it is critical to our success that we are able to prevent competitors from copying our
innovations, we intend to continue to seek patent and trade secret protection for our products.  The
process of seeking patent protection can be long and expensive and we cannot be certain that any
currently pending or future applications will actually result in issued patents, or that, even if patents
are issued, they will be of sufficient scope or strength to provide meaningful protection or any
commercial advantage to us. Furthermore, others may develop technologies that are similar or
superior to our technology or design around the patents we own or the technology we create.  We
also rely on trade secret protection for our technology, in part through confidentiality agreements
with our employees, consultants and third parties. However, employees may breach these
agreements, and we may not have adequate remedies for any breach.  In any case, others may come
to know about or determine our trade secrets through a variety of methods.  In addition, the laws of
other countries in which we develop, manufacture or sell our products may not protect our
intellectual property rights to the same extent as do the laws of the United States.

*Our future operating results may fluctuate or deteriorate and we would be in violation of
restrictive bank covenants.*

Our operating results in the past, including 2001, have caused the Company to violate bank
covenants for which we obtained waivers or amended our bank agreements.  There is no assurance
we will not be in violation of bank covenants in the future because of fluctuations or even
deterioration in our operating results. At that point there is no assurance we will be able to obtain
waivers or amend our bank agreements. If not, we would be in violation of our restrictive bank
covenants and the bank would have the right to demand full payment. We would then be required
to settle the outstanding obligation.

Our expectation is that we would not have the financial resources to meet the bank obligation
in one payment.  We would expect to agree to a payment plan to pay off the bank debt over a specific
period of time.  We cannot provide any assurance that the bank would accept any plan.  Furthermore,
we cannot provide any assurance that the sources of capital to pay off the bank would materialize
in a timely manner and to the extent we had planned for.

In specific terms, the contemplated sources of capital to meet our bank obligation are listed
below:

Sales of Pro-Bel building: Net of existing mortgage the expected proceeds (between $1.5
million to $2.5 million) may not materialize.

Cash on the balance sheet: There may be no cash on the balance sheet at the time of covenant
violation.

Cuts in staff and overhead: A further restructuring may not be achievable without impairing
the business.

Third party financial support: Sufficient additional financial support from third parties, which
may include directors and principal shareholders, may not materialize as it has in the past.

*The TV broadcast industry has historically expected lavish marketing expenses.*



In the past we have spent generously on marketing.  We have attended major trade shows in
the U.S. and Europe, which cost us substantial sums.  Our plan going forward is to participate in the
principal trade shows and some of the minor shows.

We plan to control these expenditures and be more frugal and judicious in our expenditures.
We cannot provide any assurance we will remain frugal and judicious in expensing our marketing
dollars, because of market demands.  Furthermore, we cannot provide any assurance that selective
spending of our marketing dollars will pay off in the areas in which we are expecting results.

*We sell hardware and software service agreements to our customers that may become
onerous because of product problems or the age of our products.*

We generate significant revenues from hardware and software agreements sold to our
customers. It is possible that our products, current and prospective, do not provide sufficient
customer satisfaction and require inordinate and expensive service support for each product category,
beyond the level planned in the service agreements in place.  That, by itself, would increase our
expenses and make these service agreements unprofitable.  In addition, customers who purchase
service agreements and experience problems may be disinclined to renew their service agreements
in subsequent years, hence affecting the significant revenues generated from service agreements.

*Our warranties on products may prove insufficient and could cause us unexpected costs.*

We warranty our products from 90 days to two years, depending on the type of product and
industry practices.  It is possible that our products, current and prospective, do not provide sufficient
customer satisfaction and we are required to extend our warranty for a particular product or product
line.  In addition, we may extend the warranty period in certain special situations to win a particular
contract, hence extending our liability period.

Any unplanned increase of our warranty periods would increase our costs and reduce our
profitability.  Because of the attendant contingent liabilities, it is possible that a reserve would have
to be established, further affecting our operating results.

**ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA**

**Index to Financial Statements**

|*Financial Statements:*                                                      | **Page**
|---------------------------------------------------------------------------- | --------
|                                                                             |         
|Report of Independent Accountants - PricewaterhouseCoopers LLP               | 41      
|                                                                             |         
|Consolidated Balance Sheets at December 31, 2001 and 2000                    | 42      
|                                                                             |         
|Consolidated Statements of Operations for the Years Ended December 31, 2001, |         
|2000 and 1999                                                                | 43      
|                                                                             |         
|Consolidated Statements of Cash Flows for the Years Ended December 31, 2001, |         
|2000 and 1999                                                                | 44      
|                                                                             |         
|Consolidated Statements of Shareholders' Equity for the Years Ended December |         
|31, 2001, 2000 and 1999                                                      | 45      
|                                                                             |         
|Notes to the Consolidated Financial Statements                               | 46-67   
|                                                                             |         
|*Financial Statement Schedule:*                                              |         
|                                                                             |         
|II - Valuation and Qualifying Accounts                                       | 73      
|                                                                             |         

**REPORT OF INDEPENDENT AUDITORS**

To the Board of Directors and

Shareholders of Chyron Corporation

In our opinion, the consolidated financial statements and the financial statement schedule listed in
the index appearing under Items 14(a)(1) and (2) on page 69 present fairly, in all material respects,
the financial position of Chyron Corporation and its subsidiaries at December 31, 2001 and 2000 and
the results of their operations and their cash flows for each of the three years in the period ended
December 31, 2001 in conformity with accounting principles generally accepted in the United States
of America. In addition, in our opinion, the financial statement schedule listed in the accompanying
index presents fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements. These financial statements and
financial statement schedule are the responsibility of the Company's management; our responsibility
is to express an opinion on these financial statements based on our audits. We conducted our audits
of these statements in accordance with auditing standards generally accepted in the United States of
America which require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.  An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by management and
evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Melville, New York

March 20, 2002

**CHYRON CORPORATION**

**CONSOLIDATED BALANCE SHEETS**

**(In thousands, except share amounts)**

| | **December 31,**
| | ----------------

|**Assets**                                                      | **2001** | **2000**
|--------------------------------------------------------------- | -------- | --------
|Current assets:                                                 |          |         
|Cash and cash equivalents                                       | $  4,342 | $15,332 
|Accounts receivable, net                                        | 8,029    | 13,365  
|Inventories, net                                                | 9,081    | 14,503  
|Investments                                                     | 39       | 603     
|Prepaid expenses and other current assets                       | 434      | 1,481   
|Total current assets                                            | 21,925   | 45,284  
|                                                                |          |         
|Property and equipment                                          | 5,803    | 9,274   
|Excess of purchase price over net tangible assets acquired, net | 856      | 5,042   
|Investments                                                     |          | 154     
|Software development costs, net                                 | 381      | 1,231   
|Pension and other assets                                        | 4,934    | 4,843   
|TOTAL ASSETS                                                    | $33,899  | $65,828 
|                                                                |          |         

|**Liabilities and Shareholders' Equity**
|----------------------------------------

|Current liabilities:                                  |          |         
|----------------------------------------------------- | -------- | --------
|Accounts payable and accrued expenses                 | $10,168  | $11,870 
|Current portion of long-term debt                     | 7,286    | 2,141   
|Capital lease obligations                             | 105      | 254     
|Total current liabilities                             | 17,559   | 14,265  
|                                                      |          |         
|Long-term debt                                        | 1,139    | 6,571   
|Convertible debentures                                | 10,798   | 8,037   
|Capital lease obligations                             | 217      | 323     
|Pension and other liabilities                         | 3,873    | 3,671   
|Total liabilities                                     | 33,586   | 32,867  
|                                                      |          |         
|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 -  39,563,691and 38,870,467 at |          |         
|2001 and 2000, respectively                           | 396      | 389     
|Additional paid-in capital                            | 71,324   | 70,022  
|Accumulated deficit                                   | (70,569) | (36,902)
|Accumulated other comprehensive loss                  | (838)    | (548)   
|Total shareholders' equity                            | 313      | 32,961  
|TOTAL LIABILITIES AND SHAREHOLDERS'  EQUITY           | $33,899  | $65,828 

See Notes to Consolidated Financial Statements

**CHYRON CORPORATION**

**CONSOLIDATED STATEMENTS OF OPERATIONS**

**(In thousands, except per share amounts)**



| | **Year Ended December 31,**
| | ---------------------------

|                                              | **2001**  | **2000**  | **1999** 
|--------------------------------------------- | --------- | --------- | ---------
|                                              |           |           |          
|Net sales                                     | $46,182   | $56,272   | $60,709  
|Cost of products sold                         | 31,171    | 30,344    | 34,651   
|Gross profit                                  | 15,011    | 25,928    | 26,058   
|                                              |           |           |          
|Operating expenses:                           |           |           |          
|Selling, general and administrative           | 28,952    | 29,858    | 28,166   
|Research and development                      | 5,635     | 6,862     | 7,315    
|Restructuring and goodwill impairment charges | 12,468    | 0         | 6,681    
|                                              |           |           |          
|Total operating expenses                      | 47,055    | 36,720    | 42,162   
|                                              |           |           |          
|Operating loss                                | (32,044)  | (10,792)  | (16,104) 
|                                              |           |           |          
|(Loss) gain on sale of investments            | (328)     | 607       | 541      
|                                              |           |           |          
|Interest and other expense, net               | (1,295)   | (1,723)   | (1,272)  
|                                              |           |           |          
|Loss before provision for income taxes        | (33,667)  | (11,908)  | (16,835) 
|                                              |           |           |          
|Provision for income taxes                    | 0         | 0         | (12,949) 
|                                              |           |           |          
|Net loss                                      | $(33,667) | $(11,908) | $(29,784)
|                                              |           |           |          
|Net loss per common share - basic             |           |           |          
|and diluted                                   | $  (.86)  | $   (.34) | $   (.93)
|                                              |           |           |          
|Weighted average shares used in computing net |           |           |          
|loss per common share:                        |           |           |          
|Basic                                         | 39,352    | 34,824    | 32,084   
|Diluted                                       | 39,352    | 34,824    | 32,084   





See Notes to Consolidated Financial Statements

**CHYRON CORPORATION**

**CONSOLIDATED STATEMENTS OF CASH FLOWS**

**(In thousands)**

| | **Year Ended December 31,**
| | ---------------------------

|                                                                  | **2001**  | **2000**  | **1999** 
|----------------------------------------------------------------- | --------- | --------- | ---------
|**CASH FLOWS FROM OPERATING ACTIVITIES:**                         |           |           |          
|Net loss                                                          | $(33,667) | $(11,908) | $(29,784)
|Adjustments to reconcile net loss to net cash                     |           |           |          
|(used in) provided by operating activities:                       |           |           |          
|Restructuring and other non-recurring charges                     | 10,947    |           | 6,256    
|Loss (gain) on sale of investments                                | 328       | (607)     | (541)    
|Depreciation and amortization                                     | 4,732     | 4,482     | 5,556    
|Non-cash settlement of interest liability                         | 563       | 542       |          
|Provision for deferred income taxes                               |           |           | 13,269   
|Other                                                             | 53        |           |          
|Changes in operating assets and liabilities:                      |           |           |          
|Accounts receivable, net of acquired assets & liabilities         | 5,612     | (2,042)   | 6,435    
|Inventories                                                       | 5,507     | (1,092)   | 3,609    
|Prepaid expenses and other assets                                 | 736       | (395)     | 350      
|Accounts payable and accrued expenses                             | (2,345)   | 2,055     | (3,936)  
|Other liabilities                                                 | 208       | 117       | 22       
|Net cash (used in) provided by operating activities               | (7,326)   | (8,848)   | 1,236    
|                                                                  |           |           |          
|**CASH FLOWS FROM INVESTING ACTIVITIES:**                         |           |           |          
|Investment in Video Technics                                      |           | (500)     |          
|Gross proceeds from sale of RT-Set                                | 113       | 822       | 750      
|Acquisition of Interocity, net of acquired assets and liabilities | (5,000)   |           |          
|Acquisition of property and equipment                             | (505)     | (2,093)   | (439)    
|Capitalized software development                                  | _____     | _____     | (3,129)  
|Net cash used in investing activities                             | (5,392)   | (1,771)   | (2,818)  
|                                                                  |           |           |          
|**CASH FLOWS FROM FINANCING ACTIVITIES:**                         |           |           |          
|Paydown of expiring credit facility                               |           |           | (8,493)  
|Proceeds from term loan                                           | 2,463     |           | 8,688    
|Payments of term loan                                             | (675)     | (450)     | (1,225)  
|(Payments) borrowings from revolving credit agreement, net        | (2,028)   | (3,465)   | 415      
|Proceeds from issuance of senior subordinated notes               | 2,210     |           | 6,611    
|Payments of capital lease obligations                             | (246)     | (394)     | (547)    
|Net proceeds from sales of common stock                           |           | 24,110    |          
|Proceeds from exercise of stock options and warrants              | 1         | 697       | ____     
|Net cash provided by financing activities                         | 1,725     | 20,498    | 5,449    
|                                                                  |           |           |          
|Effect of foreign currency rate fluctuations on cash and          |           |           |          
|cash equivalents                                                  | 3         | 0         | 1        
|                                                                  |           |           |          
|Change in cash and cash equivalents                               | (10,990)  | 9,879     | 3,868    
|Cash and cash equivalents at beginning of  year                   | 15,332    | 5,453     | 1,585    
|Cash and cash equivalents at end of year                          | $4,342    | $15,332   | $ 5,453  
|                                                                  |           |           |          
|**SUPPLEMENTAL CASH FLOW INFORMATION:**                           |           |           |          
|Interest paid                                                     | $   830   | $1,378    | $    859 
|Income taxes paid                                                 | $       0 | $       0 | $    203 

See Notes to Consolidated Financial Statements

**CHYRON CORPORATION**

**CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY ($000)**

|                                                               |        |          |            |           | Accumulated   |          
|-------------------------------------------------------------- | ------ | -------- | ---------- | --------- | ------------- | ---------
|                                                               |        |          | Additional |           | Other         |          
|                                                               |        |          | Paid-In    | Retained  | Comprehensive |          
|                                                               | Shares | Amount   | Capital    | Earnings  | Income(loss)  | Total    
|                                                               |        |          |            |           |               |          
|Balance at December 31, 1998                                   | 32,058 | $    321 | $44,021    | $  4,790  | $   638       | $  49,770
|                                                               |        |          |            |           |               |          
|Net loss                                                       |        |          |            | (29,784)  |               | (29,784) 
|                                                               |        |          |            |           |               |          
|Cumulative translation adjustment                              |        |          |            |           | (284)         | (284)    
|                                                               |        |          |            |           |               |          
|Unrealized gain on available for                               |        |          |            |           |               |          
|sale securities                                                |        |          |            |           | 2,647         | 2,647    
|                                                               |        |          |            |           |               |          
|Total comprehensive loss                                       |        |          |            |           |               | (27,421) 
|                                                               |        |          |            |           |               |          
|Issuance of common stock                                       |        |          |            |           |               |          
|as compensation                                                | 35     |          | 52         |           |               | 52       
|                                                               |        |          |            |           |               |          
|Warrants issued for consulting services                        |        |          |            |           |               |          
|and in connection with debenture                               |        |          |            |           |               |          
|issuance                                                       | ______ | ______   | 111        | ______    | ______        | 111      
|                                                               |        |          |            |           |               |          
|Balance at December 31, 1999                                   | 32,093 | 321      | 44,184     | (24,994)  | 3,001         | 22,512   
|                                                               |        |          |            |           |               |          
|Net loss                                                       |        |          |            | (11,908)  |               | (11,908) 
|                                                               |        |          |            |           |               |          
|Cumulative translation adjustment                              |        |          |            |           | (768)         | (768)    
|                                                               |        |          |            |           |               |          
|Unrealized loss on available                                   |        |          |            |           |               |          
|for sale securities                                            |        |          |            |           | (2,781)       | (2,781)  
|                                                               |        |          |            |           |               |          
|Total comprehensive loss                                       |        |          |            |           |               | (15,457) 
|                                                               |        |          |            |           |               |          
|Settlement of interest liability                               |        |          | 409        |           |               | 409      
|                                                               |        |          |            |           |               |          
|Exercise of stock options                                      | 233    | 2        | 595        |           |               | 597      
|                                                               |        |          |            |           |               |          
|Conversion of debentures                                       | 20     |          | 49         |           |               | 49       
|                                                               |        |          |            |           |               |          
|Sale of common stock to Microsoft, net                         | 3,097  | 31       | 5,922      |           |               | 5,953    
|                                                               |        |          |            |           |               |          
|Issuance of stock in connection with                           |        |          |            |           |               |          
|investment in Video Technics                                   | 300    | 3        | 578        |           |               | 581      
|                                                               |        |          |            |           |               |          
|Sale of common stock in connection                             |        |          |            |           |               |          
|with private placement, net                                    | 3,077  | 31       | 18,126     |           |               | 18,157   
|                                                               |        |          |            |           |               |          
|Warrants issued and exercised                                  | 50     | 1        | 159        | ________  | _______       | 160      
|                                                               |        |          |            |           |               |          
|Balance at December 31, 2000                                   | 38,870 | 389      | 70,022     | (36,902)  | (548)         | 32,961   
|                                                               |        |          |            |           |               |          
|Net loss                                                       |        |          |            | (33,667)  |               | (33,667) 
|                                                               |        |          |            |           |               |          
|Cumulative translation adjustment                              |        |          |            |           | (166)         | (166)    
|                                                               |        |          |            |           |               |          
|Unrealized loss on available for sale securities               |        |          |            |           | (124)         | (124)    
|                                                               |        |          |            |           |               |          
|Total comprehensive loss                                       |        |          |            |           |               | (33,957) 
|                                                               |        |          |            |           |               |          
|Exercise of stock options                                      | 2      |          | 1          |           |               | 1        
|                                                               |        |          |            |           |               |          
|Shares issued in connection with the acquisition of
Interocity | 633    | 6        | 1,235      |           |               | 1,241    
|                                                               |        |          |            |           |               |          
|Issuance of common stock as compensation                       | 59     | 1        | 66         | ________  | ______        | 67       
|                                                               |        |          |            |           |               |          
|Balance at December 31, 2001                                   | 39,564 | $396     | $71,324    | $(70,569) | $  (838)      | $313     

See Notes to Consolidated Financial Statement

**CHYRON CORPORATION**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

******1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

**Nature of Business**

Chyron Corporation and its wholly-owned subsidiaries ("Chyron" or the "Company")
develop, manufacture, market and support a broad range of equipment, software and systems,
including paint and animation systems, character generators, signal distribution systems, master
control switchers and broadcast automation and media management packages. The worldwide
market for equipment, software and systems used in the production and presentation of video and
audio content encompasses major television networks, cable television broadcasters, direct to home
satellite program distributors, production companies and post-production houses, as well as
organizations and individuals creating materials such as corporate and specialized video and audio
presentations. As implemented through the restructuring plan, the Company has recently refocused
its efforts on its core business and is continuing to develop new products and services for its
traditional markets as well as new markets.

The Company provides signal distribution and graphics products to the broadcast industry
for use in digital television. Currently, its customers are facing capital budget constraints due to a
slowdown in the U.S. economy, and there are few signs of growth in its traditional markets.  In
addition, the Company has sustained losses from operations in each of the three years ended
December 31, 2001, and has failed its financial covenant under its credit agreement for which it
obtained waivers and/or amendments.  The Company plans to approach 2002 with caution, adopting
a modest outlook for growth, and sizing the business accordingly.  The Company plans to size the
core businesses to a level that will not significantly reduce its cash resources while continuing to
invest prudently in its new initiatives.  The Company operates in a rapidly changing environment and
it must remain responsive to changes as they occur.  The Company has configured its business with
a substantial level of variable costs, giving it the flexibility to reduce costs if economic conditions
deteriorate.  The Company has the ability and intention to reduce or delay discretionary expenditures
such that it will have sufficient cash resources through December 31, 2002, however, there can be
no assurance that the Company will be able to adjust its variable costs in sufficient time to respond
to revenue shortfalls or obtain waivers and/or amendments should defaults occur.

In preparing contingency plans for a reduction in 2002 sales, the Company re-examined its
cost structure. Should the Company experience a further decline in revenue it believes it has the
ability to make further reductions in staff and overhead, in capital expenditures and in discretionary
expenses. However, it should be noted that making another level of cuts in personnel and budgets
may prove difficult and may adversely affect the Company's ability to generate revenues.

The Company has bank covenants with its U.S. bank. If the Company's performance was to
deteriorate and the Company is in violation of covenants, the bank has the right to demand payment
and may do so. The Company has four alternatives to generate cash and payoff the bank debt over
an agreed upon period:

- 	Make additional reductions in staff and overhead (discussed above).

- 	Sell or enter into a sale - lease back of the Company's office building in Reading
U.K. to generate $1.5 million to $2.5 million, net of the existing mortgage.

-	Utilize available cash on the balance sheet, which was $4.3 million at December 31,
2001.

-	Raise additional capital from third parties, which may include the Company's existing
major shareholders and board members, through the sale of Company securities.

There is no guarantee, however, that any of these sources of cash would ever materialize or
materialize in a timely fashion.

**Basis of Presentation**

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany amounts have been eliminated.  Investments in
affiliates of less than 20 percent are generally stated at cost.  Investments in companies representing
ownership interests of 20 percent to 50 percent are accounted for by the equity method of accounting.
Under the equity method, the Company includes its prorata share of income (loss) in earnings.

**Use of Estimates**

The preparation of financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues, costs and expenses during the periods presented.
The Company considers significant estimates of inventory reserves, allowances for doubtful accounts
and warranty reserves. Actual results could differ from those estimates.

**Cash and Cash Equivalents**

Cash includes cash on deposit and amounts invested in highly liquid money market funds.
Cash equivalents consist of short term investments with original maturities of  three months or less.
The carrying amount of cash and cash equivalents approximates their fair value.  For the years ended
December 31, 2001, and 2000 interest income received on investments approximated $0.2 million
and $0.7 million, respectively.

******Inventories**

Inventories are stated at the lower of cost or market, cost being determined on the first-in,
first-out method.  The need for inventory obsolescence provisions is evaluated by the Company and,
when appropriate, reserves for technological obsolescence, non-profitability of related product lines
and excess quantities are established.

**Property, Equipment and Depreciation**

Property and equipment are stated at cost less accumulated depreciation and amortization.
Depreciation and amortization are provided on the straight line method over the following estimated
useful lives:

|Building                | 35 years                                                          
|----------------------- | ------------------------------------------------------------------
|Machinery and equipment | 3-10 years                                                        
|Furniture and fixtures  | 5-10 years                                                        
|Leasehold improvements  | Shorter of the life of improvement or

remaining life of the lease

**Excess of Cost over Net Tangible Assets Acquired**

The Company continually evaluates whether changes have occurred that would require
revision of the remaining estimated useful life of the assigned excess of cost over the value of net
tangible assets acquired (goodwill) or its carrying amount.  During 2001, the Company determined
that goodwill associated with the 1996 acquisition of Pro-Bel Limited, the Company's Signal
Distribution and Automation Division, was impaired as a result of continued declines in the
division's financial results as discussed further in Note 3.  In addition, the Company also determined
that goodwill associated with the 2001 acquisition of Interocity Development Corporation
("Interocity") was impaired as a result of the Company's elimination of its streaming services
business as discussed further in Note 4.

**Investments**

The Company accounts for its investments in accordance with the provisions of SFAS No.
115, "Accounting for Certain Investments in Debt and Equity Securities."  This standard requires that
certain debt and equity securities be adjusted to market value at the end of each accounting period.
Management determines the appropriate classification of marketable securities at the time of
purchase and reevaluates such designation as of each balance sheet date.  At December 31, 2001, all
securities covered by SFAS No. 115 were designated as available for sale.  Accordingly, these
securities are stated at fair value, with unrealized gains and losses reported as a separate component
of comprehensive income, net of tax. Realized gains and losses on sales of investments, as
determined by the specific identification method, are included in the Consolidated Statement of
Operations.

**Software Development Costs**

Certain software development costs are capitalized when incurred. Capitalization of software
development costs begins upon the establishment of technological feasibility in excess of
management defined threshold amounts. The establishment of technological feasibility and the
ongoing assessment of recoverability of capitalized software development costs are continually
monitored by management with respect to anticipated future revenues and estimated economic life.
Amortization of capitalized software development costs is provided on a product-by-product basis
using the straight line method over each product's estimated economic life, which ranges from 2-3
years.****

**Impairment of Long-Lived Assets**

The Company continually evaluates whether changes have occurred that would require
revisions to the carrying amounts of its long-lived assets. In making such determination, the
Company reassesses market value, assesses recoverability and replacement values and evaluates
undiscounted cash flows of the underlying business. Currently, management does not believe any
of its long-lived assets are impaired.

**Revenue Recognition**

Net sales, which include revenue derived from product sales and upgrades, as well as service
revenue, are recorded upon shipment of product or performance of service. Service revenue is
generally recognized ratably over a period of twelve months. Customer service costs are included
in selling, general and administrative expenses and are not material. Revenues and costs associated
with long-term contracts are recognized on the percentage-of-completion method, subject to
substantive customer acceptance.  Revisions in profit estimates are reflected in the period in which
the facts that give rise to the revision become known.  Provisions for anticipated losses are charged
to earnings when identified.

In the fourth quarter of 2000, the Company adopted Staff Accounting Bulletin ("SAB") No.
101, Revenue Recognition in Financial Statements, which provides guidance in applying generally
accepted accounting principles to certain revenue recognition issues.  The adoption of SAB 101 did
not have a material impact on the Company's financial position or overall trends in results of
operations.

**Income Taxes**

The Company accounts for income taxes in accordance with the provisions of Statement of
Financial Accounting Standards No. 109 ("SFAS 109"), "Accounting for Income Taxes." Under
SFAS 109, deferred income taxes are recorded to reflect the tax consequences on future years of
differences between the tax bases of assets and liabilities and their financial reporting amounts at
each year-end.

The Company accounts for income taxes using the liability method. Under this method,
deferred tax assets and liabilities are determined based on the difference between the financial
reporting and tax basis of assets and liabilities using enacted tax rates in effect in the years in which
the differences are expected to reverse. Valuation allowances are provided if, based upon the weight
of available evidence, it is more likely than not that some or all of the net deferred tax assets will not
be realized.

**Foreign Currencies**

Assets and liabilities of the Company's foreign subsidiaries are translated into U.S. dollars
at the current rate of exchange, while revenues and expenses are translated at the average exchange
rate during the year. Adjustments from translating foreign subsidiaries' financial statements are
reported as a separate component of shareholders' equity. Transaction gains or losses are included
in interest and other expenses. The net impact of foreign exchange transactions for the years ended
December 31, 2001, 2000 and 1999 were a loss of $0.04 million, a loss of $0.3 million and a gain
of $0.3 million, respectively.

******Net Loss Per Share**

The Company reports its net loss per share in accordance with Financial Accounting
Standards Board Statement No. 128, "Earnings Per Share." Basic net loss per common share is
computed based on the weighted average number of common shares outstanding during the year.
Diluted net loss per common share is computed based on the weighted average number of common
shares outstanding during the year plus, when dilutive, additional shares issuable upon the assumed
exercise of outstanding common stock equivalents. For 2001, 2000 and 1999 common stock
equivalents of 14,720,616, 8,434,264, and 7,197,176, respectively, were not included in the
computation of diluted net (loss) income per common share because their effect would have been
anti-dilutive.

**Stock-Based Compensation Plans**

The Company accounts for its stock compensation plans in accordance with the provisions
of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB
25"), and its related interpretations, which requires that compensation cost be recognized on the date
of grant for stock options issued based on the difference, if any, between the fair market value of the
Company's stock and the exercise price.  The Company has adopted the disclosure requirements of
SFAS 123, "Accounting for Stock-Based Compensation," which allows entities to continue to apply
the provisions of APB 25 for transactions with employees and provides pro-forma earnings
disclosures for employee stock grants as if the fair value based method of accounting in SFAS No.
123 had been applied to these stock grants.  The Company accounts for equity instruments issued
to non-employees in accordance with the provisions of SFAS No. 123 and EITF No. 96-18,
"Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling Goods or Services."

******Recent Accounting Pronouncements**

In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No. 141,
"Business Combinations."  This statement addresses financial accounting and reporting for business
combinations.  All business combinations in the scope of this statement are to be accounted for using
only the purchase method.  The provisions of this statement apply to all business combinations
initiated after June 30, 2001.

Also in July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Tangible Assets."
This statement addresses financial accounting and reporting for acquired goodwill and other
intangible assets.  Under SFAS No. 142, goodwill and indefinite lived intangible assets are no longer
amortized but are reviewed annually (or more frequently if impairment indicators arise) for
impairment.  Separable intangible assets that are not deemed to have an indefinite life will continue
to be amortized over their useful lives.  The Company does not believe the application of the
goodwill non-amortization provisions of these rules will have any material impact on its financial
position and results of operations.

In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." This statement addresses financial accounting and reporting requirements for
obligations associated with the retirement of tangible long-lived assets and the associated retirement
costs.  SFAS No. 143 is effective for fiscal years beginning after June 15, 2002.  The Company does
not believe that the adoption of SFAS No. 143 will have any material impact on its financial position
and results of operations.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."  This statement addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.  SFAS No. 144
supersedes SFAS No. 121 and the accounting and reporting provisions of the Accounting Principles
Board ("APB") Opinion No. 30.  SFAS No. 144 is effective for fiscal years beginning after
December 15, 2001.  The Company has determined the impact that SFAS No. 144 will have on its
financial position and results of operations will not be material.

**2.	BUSINESS ACQUISITION**

In January 2001, the Company acquired Interocity Development Corporation, a privately-held
company based in New York City.  The purchase price consisted of $5 million in cash and
approximately 633,000 shares of Chyron common stock ($1.3 million) accounted for based on the
stock price two days before and two days after the announcement and direct acquisition costs of
approximately $0.2 million.  The acquisition was accounted for as a purchase in accordance with
APB16 and accordingly, the excess of the purchase price over the net assets acquired of $6.2 million
was allocated to goodwill, which is being amortized over a period of three years.  Supplemental pro-forma information required by APB16 has been determined to be immaterial.

Due to a general slowdown in the economy, the Company experienced lower than expected
revenues in the streaming media markets.  Consequently, during the second quarter of fiscal year
2001, management approved a restructuring plan to realign its organization and curtail any spending
associated with pursuit of streaming services.  In addition, the Company assessed the recoverability
of its investment in Interocity and determined that goodwill associated with this acquisition was
permanently impaired. See Note 3.

**3.**	**GOODWILL IMPAIRMENT, RESTRUCTURING AND OTHER**

**NONRECURRING CHARGES**

The Company recorded goodwill impairment, restructuring and other nonrecurring charges
totaling $12.5 million during the second, third and fourth quarters of  2001 as summarized in the
table below.

|Goodwill Impairment, Restructuring and Nonrecurring Charges ($000)
|------------------------------------------------------------------

|                       |        |        |        |       |        
|---------------------- | ------ | ------ | ------ | ----- | -------
|                       | Q1     | Q2     | Q3     | Q4    | Total  
|                       |        |        |        |       |        
|Goodwill impairment    | $   0  | $5,478 | $3,595 | $   0 | $9,073 
|                       |        |        |        |       |        
|Fixed assets           | 0      | 1,504  | 0      | 0     | 1,504  
|                       |        |        |        |       |        
|Severance              | 0      | 749    | 0      | 571   | 1,320  
|                       |        |        |        |       |        
|Lease commitments      | 0      | 523    | 0      | 0     | 523    
|                       |        |        |        |       |        
|Other                  | 0      | 48     | 0      | 0     | 48     
|                       |        |        |        |       |        
|Total                  | $    0 | $8,302 | $3,595 | $571  | $12,468
|                       |        |        |        |       |        
|Total cash outlays     | 0      | 1,320  | 0      | 571   | 1,891  
|                       |        |        |        |       |        
|Remaining cash outlays |        |        |        |       |        
|at December 31, 2001   | 0      | 230    | 0      | 140   | 370    

The largest write-off ($8.3 million) occurred in the second quarter of 2001 and was directly
related to closing down Chyron Streaming Services Division (See Item 1, Streaming Services). The
second major write-off occurred in the third quarter and was directly related to an impairment of
goodwill related to the acquisition of the pro-Bel Division. The remaining obligation at December
31, 2001, consists of 113,000 in lease commitments and $257,000 in severance costs.

The real estate leased for offices in New York City, London, U.K., Slough, U.K., Atlanta,
GA and Cupertino, CA, were written-off as were operating leases for software and leased lines. The
Company is actively seeking third parties to sub-lease abandoned facilities. Total lease commitments
written off were $523,000.

The Company paid severance to 40 employees of Streaming Services Division who were let
go.  Employee severance costs amounted to $749,000.

By closing down the Streaming Services Division, in the second quarter of 2001, the
Company evaluated its investment in Interocity, in accordance with Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long
Lived Assets to be Disposed of" ("SFAS 121") (as amended by FAS 144).  The Company assessed
the recoverability of its investment in Interocity by comparing the undiscounted future cash flows
with the carrying amount of its investment.  As a result of this analysis, the Company determined
that the expected future cash flows would be insufficient to recover the carrying value of its
investment and determined the asset was impaired.  Accordingly, the Company determined that the
entire net asset of $5.5 million was non-recoverable and recognized a goodwill impairment charge
of $5.5 million during the second quarter of 2001.

In creating the Streaming Services Division, the Company invested in computer equipment,
servers and furniture.  When the Division was closed the total fixed assets written-off were $1.5
million.

In the third quarter of 2001 due to continued poor results of the Pro-Bel Division, the
Company assessed the recoverability of its investment in Pro-Bel by comparing the estimated
undiscounted future cash flows with the carrying value of its investment.  As a result of this analysis,
the Company determined that the expected future cash flows would be insufficient to recover the
carrying value of its investment and determined the asset was impaired.  Accordingly, the Company
recognized a goodwill impairment charge of $3.6 million during the third quarter of 2001. The
Company calculated the goodwill impairment by comparing the carrying value of its investment with
the present value of its estimated undiscounted future cash flows.

In the fourth quarter, the Company implemented the restructuring plan as discussed in Item
1 above.  Severance associated with the elimination/termination of 66 employees made in
implementing the restructuring plan was $0.57 million. Cash outlays related to severance of $0.43
million were made during the fourth quarter of 2001 and approximately $0.14 million will be paid
out during the first and second quarters of 2002, and was accrued for as of December 31, 2001.

**4.	INVESTMENT IN RT-SET**

The Company has an investment in RT-Set, which has been reflected in the Company's
balance sheet at December 31, 2001 and 2000 at fair market value of  $0.04 million and $0.6 million,
respectively.  An unrealized loss of $0.12 million and $2.8 million is reported as a component of
shareholders' equity and other comprehensive income at December 31, 2001 and 2000, respectively.
During 2001 and 2000, the Company recognized a loss of $0.33 million and a gain of $0.6 million
on the sale of a portion of such security, respectively.

******5.**	**INVESTMENT IN VIDEO TECHNICS**

In November 2000, the Company purchased a 20% interest in Video Technics, Inc. ("Video
Technics"), which develops software for the Chyron Aprisa Clip/Stillstore systems. The purchase
price consisted of $500,000 in cash and $581,000 in stock accounted for based on the stock price two
days before and two days after the announcement.  The Company issued 300,000 shares of common
stock in connection with this transaction. The investment is accounted for under the equity method
of accounting. The excess of the aggregate purchase price over the fair market value of net assets
acquired, of approximately $1.1 million is being amortized over three years. Approximately $0.35
million in goodwill amortization has been recorded in 2001.  The goodwill value net of amortization
as of December 31, 2002 is $0.66 million.

******6.	ACCOUNTS RECEIVABLE**

Accounts receivable are stated net of an allowance for doubtful accounts of $1.9 million and
$2.3 million at December 31, 2001 and 2000, respectively. 	Accounts receivable are principally due
from customers in, and dealers serving, the broadcast video industry and non-broadcast display
markets.  At December 31, 2001 and 2000, receivables included approximately $4.9 million and
$4.6 million, respectively, due from foreign customers. Accounts receivable also includes earnings
in excess of billings on uncompleted contracts accounted for on the percentage of completion
method of approximately $3.1 million at December 31, 2000.  Such amounts represent revenue
recognized on long-term contracts that have not been billed pursuant to contract terms.

Bad debt expense amounted to $0.2 million, $0.9 million and $0.4 million in 2001, 2000 and
1999, respectively. The Company periodically evaluates the credit worthiness of its customers and
determines whether collateral (in the form of letters of credit or liens on equipment sold) should be
taken or whether reduced credit limits are necessary. Credit losses have consistently been within
management's expectations. The carrying amounts of accounts receivable approximate their fair
values.

******7.	INVENTORIES**

With the legacy iNFiNiT!, MAX!> and MAXINE! being replaced by new products, such as
the Duet lines, it became apparent that inventory contained components, subassemblies and finished
goods that were deemed to be slow moving or obsolete. The Company wrote-off $3.2 million in
inventory in the third quarter of 2001. The write-off is reported in cost of sales in operations. On
December 31, 2001 the majority of the inventories consisted of finished goods and raw material.

Inventory is comprised of the following in thousands:

| | **December 31,**
| | ----------------

|                 | **2001** | **2000**
|---------------- | -------- | --------
|Finished goods   | $3,644   | $  5,330
|Work-in-progress | 737      | 1,133   
|Raw material     | 4,700    | 8,040   
|                 | $9,081   | $14,503 

**8.	PROPERTY AND EQUIPMENT**

During the second quarter of 2001, the Company wrote-off computer equipment, servers and
furniture as a result of closing down Streaming Services Division.  Total fixed assets written-off
were $1.5 million.

Property and equipment consist of the following (in thousands):

| | **December 31,**
| | ----------------

|                               | **2001** | **2000**
|------------------------------ | -------- | --------
|Land                           | $    733 | $    733
|Building                       | 1,589    | 1,589   
|Machinery and equipment        | 23,296   | 23,402  
|Furniture and fixtures         | 1,788    | 2,724   
|Leasehold improvements         | 491      | 912     
|                               | 27,897   | 29,360  
|Less: Accumulated depreciation |          |         
|and amortization               | 22,094   | 20,086  
|                               | $5,803   | $  9,274

Machinery and equipment at December 31, 2001 and 2000 includes $0.45 million and $2.1
million, respectively, of assets held under capital lease obligations.  Accumulated depreciation and
amortization at December 31, 2001 and 2000 includes $0.12 million and $1.3 million, respectively,
attributable to assets held under capital lease obligations.

Depreciation expense, which includes amortization of assets under capital lease, was $1.9
million, $2.6 million and $3.5 million in 2001, 2000 and 1999, respectively.

******9.	SOFTWARE DEVELOPMENT COSTS**

The Company capitalized $3.1 million in software development costs in 1999.  In 2000 and
2001, the point between technological feasibility and shipment of product was insignificant, and as
such, no costs have been capitalized. Amortization expense has $0.8 million, $1.3 million and $1.5
million in 2001, 2000 and 1999, respectively. During 1999, approximately $3.6 million was written
off as part of a restructuring plan. Accumulated amortization at December 31, 2001 and 2000, was
$9.7 million and $8.8 million, respectively.

**10.	ACCOUNTS PAYABLE AND ACCRUED EXPENSES**

Accounts payable and accrued expenses consist of the following (in thousands):



| | **December 31,**
| | ----------------

|                    | **2001** | **2000**
|------------------- | -------- | --------
|Accounts payable    | $  4,577 | $ 6,410 
|Compensation        | 298      | 786     
|Other accrued items | 5,293    | 4,674   
|                    | $10,168  | $11,870 

**11.	LONG-TERM DEBT**

Long term debt consists of the following (in thousands):

| | **December 31,**
| | ----------------

|                                  | **2001** | **2000**
|--------------------------------- | -------- | --------
|Term loan (a)                     | $2,100   | $   825 
|Revolving credit facility (a)     | 2,711    | 5,251   
|Commercial mortgage term loan (b) | 1,267    | 1,452   
|Trade finance facility (c)        | 2,347    | 1,184   
|                                  | 8,425    | 8,712   
|Less amounts due in one year      | (7,286)  | (2,141) 
|                                  | $ 1,139  | $ 6,571 

(a) On March 29, 1999, the Company entered into a new $12 million credit facility with a
U.S. bank, as amended, which expires December 26, 2003. Under this facility, the Company
borrowed $2 million in the form of a term loan and can obtain revolving credit loans based on its
eligible accounts receivable and inventory for the balance of the facility.  The term loan has been
paid in full as of December 31, 2001.



On December 26, 2001, the Company entered into a new term loan under the same credit
facility in the amount of $2.1 million.  The loan requires no principal payments through March 31,
2002 and then $75,000 per month for the period commencing April 1, 2002 through December 1,
2003.  The final installment is equal to $0.52 million plus any unpaid accrued interest due on
December 26, 2003. Interest will be payable monthly at the Prime Rate plus 2% (4.75% at December
31, 2001).  Commencing with the year ended December 31, 2002, the Company is required to make
additional payments of principal equal to 25% of the Company's excess cash flows, as defined, for
the twelve months ending December 31, 2002.

The Company paid a monthly commitment fee equal to one half of 1% per annum of the daily
unused portion of the facility. Total commitment fees paid during 2001, 2000 and 1999 were not
significant.

The entire facility is secured by Chyron's accounts receivable and inventory and the common
stock of Pro-Bel. The agreement contains requirements for levels of earnings and prohibits the
Company from paying dividends in excess of 25% of net income in any fiscal year.  As of December
31, 2001, the Company was in violation of its financial covenant with its lender for which its
agreement was amended. The lender has the right to call the above facility if these financial
covenants are not met.

(b) Pro-Bel has a commercial mortgage term loan with a bank. The loan is secured by a
building and property located in the United Kingdom.  Interest is equal to LIBOR plus 2% (3.883%
at December 31, 2001). The loan is payable in quarterly installments of 22,000 British Pounds
Sterling (US$31,966, converted at the December 31, 2001 exchange rate) plus interest.

(c) Pro-Bel has an agreement with a bank for an overdraft facility that has been renewed on
an annual basis and expires on December 31, 2002.  This agreement, provides for an overdraft
facility of 2 million GBP. Total borrowings are limited to amounts computed under a formula for
eligible accounts receivable.  Interest is equal to the bank's base rate plus 1.5% (5.883% at December
31, 2001) and is payable quarterly.  It is currently the Company's intention to refinance this facility
prior to its expiration date.

Aggregate maturities of long-term debt including convertible debentures (described in Note
12) are as follows (in thousands):

|2002                | 7,286 
|------------------- | ------
|2003                | 2,900 
|2004                | 12,391
|2005                | 128   
|2006                | 128   
|2007 and thereafter | 627   

The carrying amounts of long-term debt instruments approximate their fair values.

Net interest expense was $1.5 million, $2.1 million and $1.6 million in 2001, 2000 and 1999,
respectively.

**12.	SUBORDINATED CONVERTIBLE DEBENTURES**

During late 1998 and 1999 the Company raised $7.7 million through the issuance of Series
A and Series B 8% subordinated convertible debentures, due December 31, 2003, to certain persons
and entities, including certain directors, affiliates and shareholders of the Company. The Series A
debentures, totaling $1.2 million, pay interest quarterly and are convertible, at any time, at the option
of the holders thereof, into common stock of the Company at a conversion price of $2.466 per share.
The Series A debentures may be redeemed by the Company at any time after December 31, 1999 for
a price equal to the principal and accrued but unpaid interest on the debentures at the redemption
date. As of December 31, 2001, the aggregate principal was $1.2 million and all interest due was
paid in cash.

The Series B debentures, with an original face value of $6.5 million, are convertible, at any
time, at the option of the holders thereof, into common stock of the Company at a conversion price
of $1.625 per share. In certain circumstances, the Series B debentures may be redeemed by the
Company, commencing one year from issue date, for a price equal to the principal and accrued but
unpaid interest at the redemption date. Interest is payable quarterly and may be paid by increasing
the amount of principal owed thereunder. During 2001 approximately $0.56 million of interest was
paid in the form of additional debentures issued by the Company.  The total accumulated principal,
including additional debentures paid in kind, at December 31, 2001, was $7.4 million.

On December 17, 2001, the terms of the existing Series A and Series B subordinated
convertible debentures were amended to extend the maturity date of the Series A and B debentures
from December 31, 2003 to December 31, 2004, increase the interest rate from 8% to 12%, and
provide that until December 31, 2004, interest may be paid in the form of additional debentures, or
in cash, at the Company's sole option.  On February 28, 2002, the Company's board of directors
agreed to pay interest on the Series A and Series B convertible debentures only by increasing the
amount of principal owed thereunder. In connection with the amendment to the Series A and Series
B debentures, on December 17, 2001, the Company issued warrants to holders of the amended Series
A and Series B debentures to purchase an aggregate of 861,027 shares of common stock of the
Company at an exercise price equal to $0.35 per share. The warrants have been reflected as a
discount to the related obligation, which will be amortized as additional interest expense over the
life of the debt.  The warrants are immediately vested and are exercisable through December 31,
2004 at $0.35 per share. A registration statement relating to the shares of common stock underlying
the warrants is expected to be filed with the Securities and Exchange Commission by April 15, 2002.

The Series A and Series B debentures have not been registered under the Securities Act of
1933 and may not be offered or sold in the United States absent registration or an applicable
exemption from the registration requirements.  The sales of the Series A and Series B debentures
were made in reliance upon the exemption from the registration provisions of the Securities Act of
1933, as amended, afforded by Section 4(2) thereof and/or Regulation D promulgated thereunder,
as a transaction by an issuer not involving a public offering.  To the best of the Company's
knowledge, the purchasers of the Series A and Series B debentures acquired them for their own
accounts, and not with a view to any distribution thereof.

In December 2001, the Company completed a private placement of 12% Senior Subordinated
Convertible Notes and received $2.21 million, exclusive of offering costs of $0.2 million, which
have been deferred and will be reflected as additional interest expense over the term of the Notes.
These Senior Subordinated Notes have a maturity date of December 31, 2003.  Pursuant to the terms
of the agreement, interest is payable in the form of additional Senior Subordinated Notes, or in cash,
at the option of the Company.  The Senior Subordinated Notes are immediately convertible into the
Company's common stock at a conversion price of $0.35. A registration statement relating to the
shares of common stock underlying the Senior Subordinated Notes is required to be filed with the
Securities and Exchange Commission by April 15, 2002. On February 28, 2002, the Board of
Directors agreed to amend the Senior Subordinated Notes.  The Board resolved that the Company
will only pay interest on the Senior Subordinated Notes by increasing the amount of principal owed
thereunder.

******13.	COMMON STOCK**

In January 2001, the Company issued 632,412 shares of common stock in connection with
its acquisition of Interocity Development Corporation, as is explained more fully in Note 2,
"Business Acquisition."

In May 2001, the Company issued 58,898 shares of common stock to certain executive
officers as partial payment of their bonus compensation for 2000.

In April 2000, the Company raised gross proceeds of $20 million in connection with a private
placement of 3,076,923 shares of its common stock at a price of $6.50. The offering price per share
was determined based on negotiations between the Company and its placement agents taking into
account the historical trading history of the common stock and market conditions at such time.  The
price of the common stock, as listed on the New York Stock Exchange, ranged between $5.44 and
$9.44 on the various closing dates. In connection with the private placement, the Company issued
151,914 warrants to the placement agents and 60,000 warrants to a consulting company to purchase
common stock of the Company at an exercise price of $6.50.  These warrants, which are immediately
exercisable, will expire in April 2005.

In November 2000, the Company issued 300,000 shares of common stock in connection with
its purchase of a 20% interest in Video Technics, as is explained more fully in Note 5, "Investment
in Video Technics."

In November 2000, Microsoft purchased 3,096,774 shares of common stock of the Company
at a price of $1.9375, totaling $6 million.  As a result, as of December 31, 2001, Microsoft owned
approximately 8% of the Company. The Company used the proceeds from the sale to fund the
development of interactive tools and the growth of the Company's streaming services division.
Microsoft sold all of those shares in March 2002.

**14.	LONG-TERM INCENTIVE PLAN**

In May 1999, the Company's shareholders approved the 1999 Incentive Compensation Plan
(the "Plan").  The Plan allows for a maximum of 1,500,000 shares of common stock to be available
with respect to the grant of awards under the Plan, plus the number of shares remaining available
under pre-existing plans.  The Plan allows for the award of incentive and non-incentive options to
employees and non-incentive options to non-employee members of the Company's Board of
Directors ("BOD"). The Plan allows for a committee, designated by the BOD, to determine the time
and circumstances under which an employee option may be exercised.  The terms of all previously
granted options were unchanged. All options granted under the Plan have a term of ten years.

All options issued to employees, other than the Company's current and former Chief
Executive Officer ("CEO") and another officer, vest over a three year period.  Certain options issued
to the current and former CEO and the other officer vest one third at issuance, with the remaining
two thirds vesting over two years.

Transactions involving stock options are summarized as follows:

|                             | **Stock Options** | **Range of Exercise** | **Weighted Average**        
|---------------------------- | ----------------- | --------------------- | ----------------------------
|                             | **Outstanding**   | **Price per Share**   | **Exercise Price Per Share**
|Balance at December 31, 1999 | 2,399,924         | $0.75 - $16.13        | 2.09                        
|Granted                      | 1,345,499         | $1.88 - $  4.00       | 2.48                        
|Exercised                    | (233,962)         | $0.75 - $  9.38       | 1.00                        
|Canceled                     | (157,634)         | $0.75 - $  5.38       | 1.88                        
|Balance at December 31, 2000 | 3,353,827         | $0.75 - $16.13        | 2.23                        
|Granted                      | 1,697,500         | $0.32 - $  2.13       | 0.92                        
|Exercised                    | (1,914)           | $  0.75               | 0.75                        
|Canceled                     | (1,280,901)       | $0.55 - $  5.38       | 2.08                        
|Balance at December 31, 2001 | 3,768,512         | $0.32 - $16.13        | 1.70                        

The following table summarizes information concerning currently outstanding and
exercisable stock options:

|******Exercise**

**Price** | **Outstanding at**

**December 31, 2001** | **Weighted Average**

**Contractual Life** | **Exercisable at**

**December 31, 2001**
|--------------------------- | ----------------------------------------- | ------------------------------------------ | -----------------------------------------
|$ 0.32                      | 360,000                                   | 9.87                                       | -                                        
|0.44                        | 125,000                                   | 9.74                                       | 62,499                                   
|0.50                        | 35,000                                    | 9.58                                       | 35,000                                   
|0.55                        | 613,000                                   | 9.56                                       | 264,998                                  
|0.74                        | 5,000                                     | 9.37                                       | -                                        
|1.14                        | 11,000                                    | 9.22                                       | -                                        
|1.88                        | 286,155                                   | 8.88                                       | 101,658                                  
|2.19                        | 263,161                                   | 8.82                                       | 97,802                                   
|2.25                        | -                                         | 8.58                                       | -                                        
|2.38                        | 40,000                                    | 8.58                                       | 40,000                                   
|3.19                        | -                                         | 8.48                                       | -                                        
|3.13                        | 10,000                                    | 8.45                                       | 3,333                                    
|2.75                        | 8,333                                     | 8.43                                       | 8,333                                    
|3.38                        | 226,997                                   | 8.42                                       | 81,325                                   
|2.94                        | 15,000                                    | 8.41                                       | 5,000                                    
|4.00                        | 4,500                                     | 8.11                                       | 2,500                                    
|3.06                        | -                                         | 8.02                                       | -                                        
|0.75                        | 332,990                                   | 7.82                                       | 230,444                                  
|1.38                        | 30,000                                    | 7.58                                       | 30,000                                   
|1.63                        | 120,505                                   | 7.55                                       | 102,171                                  
|1.94                        | 300,000                                   | 7.44                                       | 300,000                                  
|2.50                        | 34,000                                    | 7.41                                       | 28,666                                   
|2.00                        | 263,337                                   | 7.20                                       | 259,003                                  
|2.13                        | 562,874                                   | 7.04                                       | 313,955                                  
|3.94                        | 1,000                                     | 6.36                                       | 1,000                                    
|3.75                        | 25,000                                    | 6.17                                       | 25,000                                   
|5.38                        | 8,000                                     | 5.82                                       | 8,000                                    
|4.50                        | 16,665                                    | 5.58                                       | 16,665                                   
|5.88                        | 6,667                                     | 5.18                                       | 6,667                                    
|12.75                       | 3,333                                     | 4.71                                       | 3,333                                    
|16.13                       | 23,331                                    | 4.58                                       | 23,331                                   
|9.38                        | 3,333                                     | 4.14                                       | 3,333                                    
|5.63                        | 23,331                                    | 3.73                                       | 23,331                                   
|4.88                        | 11,000                                    | 3.56                                       | 11,000                                   
|                            | 3,768,512                                 |                                            | 2,088,347                                



If the Company had elected to recognize compensation expense based upon the fair values
at the grant date for awards under this plan consistent with the methodology prescribed by SFAS No.
123, the Company's net loss and net loss per share would be increased to the pro forma amounts
indicated below:

|                           | **2001**  | **2000**  | **1999** 
|-------------------------- | --------- | --------- | ---------
|Net loss (in thousands):   |           |           |          
|As reported                | $(33,667) | $(11,908) | $(29,784)
|Pro forma                  | (34,539)  | (12,137)  | (31,293) 
|                           |           |           |          
|Net loss per common share: |           |           |          
|As reported                | $(0.86)   | $(.34)    | $(.93)   
|Pro forma                  | (0.88)    | (.35)     | (.98)    

These pro forma amounts may not be representative of future disclosures since the estimated
fair value of stock options is amortized to expense over the vesting period for purposes of future pro
forma disclosures, and additional options may be granted in future years.  The fair value of these
options was estimated at the date of grant using the Black-Scholes option-pricing model with the
following weighted average assumptions for 2001, 2000 and 1999:  dividend yield of 0; expected
volatility of 110.9% and expected life of 4 years in 2001 and 4 years in 2000 and 4-5 years in 1999.
The weighted average risk free interest rates for 2001, 2000 and 1999 were 4.25%, 6.04% and
5.96%, respectively.



The Black-Scholes option valuation model was developed for use in estimating the fair value
of traded options which have no vesting restrictions and are fully transferable.  In addition, option
valuation models require the input of highly subjective assumptions including expected price
volatility. Because the Company's employee stock options have characteristics significantly different
from those of traded options, and because changes in the subjective input assumptions can materially
affect the fair value estimate, in management's opinion, the existing models do not necessarily
provide a reliable single measure of the fair value of employee stock options.



**15.	INCOME TAXES**

The provision for income taxes consists of the following (in thousands):

|                  | **2001** | **2000** | **1999**
|----------------- | -------- | -------- | --------
|Current:          |          |          |         
|Federal and State | $   0    | $   28   | $    45 
|Foreign           | 0        | 0        | 0       
|                  | 0        | 28       | 45      
|Deferred:         |          |          |         
|Federal and State | 0        | (28)     | (4,865) 
|Foreign           |          |          | (503)   
|Valuation reserve | 0        | 0        | 18,272  
|                  | ____     | ____     | 12,904  
|Total provision   | $    0   | $     0  | $12,949 

The effective income tax rate differed from the Federal statutory rate as follows (in
thousands):

| | **2001** | **2000** | **1999**
| | -------- | -------- | --------

|                                 | **Amount** | **%**  | **Amount** | **%**  | **Amount** | **%** 
|-------------------------------- | ---------- | ------ | ---------- | ------ | ---------- | ------
|Federal income tax benefit       |            |        |            |        |            |       
|at statutory rate                | $(11,447)  | (34.0) | $(4,048)   | (34.0) | $(5,724)   | (34.0)
|State income taxes, net          |            |        |            |        |            |       
|of federal tax benefit           | 0          | 0      | (1)        | 0.0    | 30         | 0.2   
|Permanent differences            | 338        | 1.0    | (320)      | (2.7)  | 45         | 0.3   
|Foreign income tax provision     | 0          | 0.0    |            |        |            |       
|International rate differences   | 354        | 1.0    | 199        | 1.7    | 36         | 0.2   
|Effect of valuation allowance of |            |        |            |        |            |       
|deferred tax assets              | 10,755     | 32.0   | 3,660      | 30.7   | 18,272     | 108.5 
|Other, net                       | 0          | 0.0    | 510        | 4.3    | 290        | 1.7   
|                                 | $       0  | 0.0    | $       0  | 0.0    | $12,949    | 76.9  

The components of the Company's deferred tax assets and deferred tax liabilities are
presented in the tables below.

| | **December 31,**
| | ----------------

|                                                    | **2001**  | **2000** 
|--------------------------------------------------- | --------- | ---------
|Post-reorganization net operating loss carryforward | $17,629   | $11,175  
|Pre-reorganization net operating loss carryforward  | 4,461     | 4,461    
|Pre-reorganization deductible temporary differences | 2,161     | 2,218    
|Other                                               | 8,826     | 4,579    
|Total deferred tax assets                           | 33,077    | 22,433   
|                                                    |           |          
|Pre-reorganization taxable temporary differences    | 83        | 83       
|Other                                               | 307       | 418      
|Total deferred tax liabilities                      | 390       | 501      
|Deferred tax valuation allowance                    | 32,687    | 21,932   
|Net deferred tax asset                              | $       0 | $       0



At December 31, 2001, the Company had net operating loss carryforwards ("NOLs") of
approximately $55 million expiring between the years 2003 through 2021. In connection with the
Company's emergence in 1991 from its reorganization under Chapter 11 of the U.S. Bankruptcy
Code, the benefit of the Company's pre-reorganization NOLs were not reflected in net income, but
rather recorded as an increase to paid-in capital. In addition, such NOLs ($13.1 million) are subject
to annual limitations under U.S. income tax rules as a result of the changes in control of the
Company.

In the second quarter of 1999, the Company established a full valuation allowance of $14.1
million against its net deferred tax assets. Valuation allowances have been recorded on all losses
since 1999.  The Company's net deferred tax assets include substantial amounts of net operating loss
carryforwards. Inability to generate taxable income within the carryforward period would affect the
ultimate realization of such assets. Consequently, management determined that sufficient uncertainty
exists regarding the realization of these assets to warrant the establishment of the allowance.

**16.	BENEFIT PLANS**

Chyron Corporation has a domestic defined benefit pension plan (the "U.S. Pension Plan")
covering substantially all U.S. employees meeting minimum eligibility requirements.  Benefits paid
to retirees are based upon age at retirement, years of credited service and average compensation.
Pension expense is actuarially determined using the projected unit credit method.  The Company's
policy is to fund the minimum contributions required under the Employee Retirement Income
Security Act.  The assets of the U.S. Pension Plan at December 31, 2001 include government bonds,
equities, mutual funds and cash and cash equivalents. As of December 31, 2001, Chyron stock
represented 2.2 percent of total pension investments.

Benefit plan information for the U.S. Pension Plan is as follows (in thousands):

|                                            | **2001** | **2000** 
|------------------------------------------- | -------- | ---------
|Reconciliation of benefit obligation        |          |          
|Obligation at January 1                     | $1,585   | $1,641   
|Service cost                                | 370      | 324      
|Interest cost                               | 126      | 105      
|Plan amendments                             | 3        |          
|Actuarial (gain) loss                       | 85       | (113)    
|Benefit payments                            | (73)     | (372)    
|Obligation at December 31                   | $2,096   | $1,585   
|                                            |          |          
|Reconciliation of fair value of plan assets |          |          
|Fair value of plan assets at January 1      | $1,440   | $1,912   
|Actual return on plan assets                | (85)     | (100)    
|Employer contributions                      |          |          
|Benefit payments                            | (74)     | (372)    
|Fair value of plan assets at December 31    | $1,281   | $1,440   
|                                            |          |          
|Funded Status                               |          |          
|Funded status at December 31                | $  (813) | $   (145)
|Unrecognized prior-service cost             | (409)    | (444)    
|Unrecognized (gain) loss                    | (1,346)  | (1,714)  
|Net amount recognized                       | $(2,568) | $(2,303) 

|                                        | **2001** | **2000** | **1999**
|--------------------------------------- | -------- | -------- | --------
|Components of net periodic pension cost |          |          |         
|Service cost                            | $  370   | $  324   | $ 523   
|Interest cost                           | 126      | 105      | 164     
|Expected return on plan assets          | (119)    | (162)    | (216)   
|Amortization of prior service cost      | (34)     | (34)     | (34)    
|Amortization of net (gain) loss         | (78)     | (112)    | (69)    
|Net periodic benefit cost               | $  265   | $  121   | $ 368   
|                                        |          |          |         
|                                        |          |          |         
|Weighted-average assumptions as of      |          |          |         
|December 31                             |          |          |         
|Discount rate                           | 7.25%    | 7.5%     | 8.0%    
|Expected return on plan assets          | 9.0%     | 9.0%     | 9.0%    
|Rate of compensation increase           | 4.5%     | 5.0%     | 5.0%    

Pro-Bel has a non-contributory defined benefit pension plan (the "U.K. Pension Plan")
covering all its permanent employees.  Contributions are determined on the basis of  valuations using
the projected unit method.  Pro-Bel's policy is to fund minimum contributions required pursuant to
U.K. rules and regulations.  The assets of the U.K. Pension Plan at December 31, 2000 and 1999
include cash equivalents and land and a building.

Benefit plan information for the U.K. Pension Plan is as follows (in thousands):

|                                            | **2001** | **2000**
|------------------------------------------- | -------- | --------
|Reconciliation of benefit obligation        |          |         
|Obligation at January 1                     | $12,299  | $11,321 
|Service cost                                | 745      | 741     
|Interest cost                               | 734      | 676     
|Plan amendments                             |          |         
|Actuarial (gain) loss                       | (571)    | (183)   
|Benefit payments                            | (194)    | (256)   
|Obligation at December 31                   | $13,013  | $12,299 
|                                            |          |         
|Reconciliation of fair value of plan assets |          |         
|Fair value of plan assets at January 1      | $14,736  | $12,056 
|Actual return on plan assets                | (849)    | 2,223   
|Employer contributions                      | 644      | 712     
|Benefit payments                            | (194)    | (255)   
|Fair value of plan assets at December 31    | $14,337  | $14,736 
|                                            |          |         
|Funded status                               |          |         
|Funded status at December 31                | $1,325   | $2,437  
|Unrecognized prior-service cost             | 2,073    | 743     
|Unrecognized loss                           | 536      | 585     
|Net amount recognized                       | $3,934   | $3,765  

|                                               | **2001** | **2000** | **1999**
|---------------------------------------------- | -------- | -------- | --------
|Components of net periodic pension cost        |          |          |         
|Service cost                                   | $  745   | $  741   | $  739  
|Interest cost                                  | 734      | 676      | 531     
|Expected return on plan assets                 | (1,052)  | (861)    | (763)   
|Amortization of prior service cost             | 49       | 49       | 48      
|Amortization of net (gain) loss                | 0        | 77       | 8       
|Net periodic pension cost                      | $  476   | $  682   | $  563  
|                                               |          |          |         
|Weighted-average assumptions as of December 31 |          |          |         
|Discount rate                                  | 5.5%     | 6.0%     | 6.0%    
|Expected return on plan assets                 | 6.5%     | 7.0%     | 7.0%    
|Rate of compensation increase                  | 3.5%     | 6.0%     | 4.0%    

The Company has adopted  a 401(k) Plan exclusively for the benefit of participants and their
beneficiaries. All U.S. employees of Chyron Corporation are eligible to participate in the 401(k)
Plan. Effective July 1, 1998, the Company amended its 401(k) Plan by increasing the matching
contribution of the Company to 20% and changing its matching contributions from cash to Company
common stock and the vesting period for the matching contribution to three years.  An employee
may elect to contribute a percentage of his or her current compensation to the 401(k) Plan, subject
to a maximum of 20% of compensation or the Internal Revenue Service annual contribution limit
($10,500 in 2001 and 2000), whichever is less. Total compensation that can be considered for
contribution purposes is limited to $170,000.

Chyron Corporation can elect to make a contribution to the 401(k) Plan on behalf of those
participants who have made salary deferral contributions. During 2001, 2000 and 1999, the Company
contributed $0.09 million, $0.06 million and $0.1 million, respectively, to the 401(k) Plan.

**17.	COMMITMENTS AND CONTINGENCIES**

At December 31, 2001, the Company was obligated under operating and capital leases
covering facility space and equipment as follows (in thousands):

|                | **Operating** | **Capital**
|--------------- | ------------- | -----------
|                |               |            
|2002            | 1,414         | 149        
|2003            | 1,113         | 123        
|2004            | 836           | 108        
|2005            | 595           | 36         
|2006            | 550           | 0          
|2007 thereafter | 5,298         | 0          

The operating leases contain provisions for escalations and for maintenance and real estate
taxes. Total rent expense was $1.1 million, $0.9 million and $1.3 million, for 2001, 2000 and 1999,
respectively. The cumulative imputed interest in the capital lease obligation was $0.1 million at
December 31, 2001.

The Company, from time to time, is involved in routine legal matters incidental to its
business. In the opinion of management, the ultimate resolution of such matters will not have a
material adverse effect on the Company's financial position, results of operations or liquidity.

**18.	RELATED PARTY TRANSACTIONS**

The secretary of the Company, a non-executive position, is affiliated with a law firm that
rendered various legal services to the Company for which the Company incurred costs of $0.5
million, $0.5 million and $0.5 million during 2001, 2000 and 1999, respectively.

In November 2000, the Company purchased 20% of Video Technics, a supplier of certain
hardware and software products.

Since the Company has hardware manufacturing capabilities and supply arrangements, the
relationship with Video Technics changed.  Video Technics currently only writes the software, sold
under license to the Company, and the Company produces the servers.

The price of the Video Technics software is fixed.  It is set by Video Technics, taking into
account market conditions and competitive offerings. Purchases of Aprisa Clip/Stillstore products
from Video Technics were approximately $1.3 million, $2.5 million and $1.2 million for the years
ended December 31, 2001, 2000 and 1999, respectively.

Currently, the Company is the only customer of Video Technics whose financial well being
is dependent on the Company's success with the Aprisa line.  Being a privately-held and small
company, there is no assurance that Video Technics will not face financial problems, thus being
unable to meet its supply obligations and endangering the Aprisa product line for several months.
In the past the Aprisa line has provided significant revenues to the Company and is expected to
continue doing so in fiscal year 2002.

During fiscal year 2001, Mr. Michael Wellesley-Wesley, a member of the Office of the
Chairman, the Compensation and Stock Option Committee and Chairman of the Executive
Committee of our board of directors, was paid $15,000 on a monthly basis for a period of six months
and an additional $26,000 in other forms of compensation for consulting and other services rendered
in respect of transactions and potential transactions involving the Company. Mr. Wellesley-Wesley
will continue to receive the $15,000 monthly payment during fiscal 2002 for consulting and other
services related to future transactions involving the Company.

**19.	OTC BULLETIN BOARD QUOTATION**

In July 1999, the New York Stock Exchange (NYSE) revised the minimum requirements for
continued listing by eliminating the net tangible asset requirement of $12 million and replacing it
with a stockholders' equity of $50 million and raising global market capitalization to $50 million
from $12 million. The Company was allotted 18 months to comply with the revised listing
requirements. In April 2001, the Company received notification that its stock should be removed
from the NYSE list as it was not in compliance with the revised continued listing requirements.  The
Company requested a review with a committee of the board of directors of the NYSE to appeal the
decision, which was scheduled for June 6, 2001.  In May 2001, the Company voluntarily withdrew
its appeal of the NYSE's decision due to the considerable amount of resources it would cost to appeal
the decision.  The Company believes it is in the best interest of its shareholders to focus its efforts
on executing its business plan and improving the operating performance of the Company.

The Company's common stock has been quoted on the OTC Bulletin Board since May 25,
2001, under the symbol CYRO. The OTC Bulletin Board is a regulated quotation service that
displays real-time quotes, last sales prices and volume information in over-the-counter equity
securities.



**20.	SEGMENT INFORMATION**

Chyron's businesses are organized, managed and internally reported as three segments.  The
segments, which are based on differences in products and technologies, are Graphics Products,
Signal Distribution and Automation, and Streaming Services.

The accounting policies of the segments are the same as those described in the "Summary
of Significant Accounting Policies."  The Company is an integrated organization characterized by
interdivisional cooperation, cost allocations and inventory transfers. Therefore, management does
not represent that these segments, if operated independently, would report the financial information
shown below.

| | **Business Segment Information**
| | --------------------------------
| | (In thousands)                  

|                              |               |                                         |              
|----------------------------- | ------------- | --------------------------------------- | -------------
|                              |               | ******************Signal Distribution** | **Streaming**
|                              | **Graphics*** | **and Automation**                      | **Services** 
|Net sales                     |               |                                         |              
|2001                          | $18,854       | $27,106                                 | $     222    
|2000                          | 26,867        | 29,367                                  | 38           
|1999                          | 28,054        | 32,655                                  | 0            
|                              |               |                                         |              
|Operating loss                |               |                                         |              
|2001                          | $(10,402)     | $(8,666)                                | $(12,750)    
|2000                          | (1,508)       | (4,537)                                 | (4,747)      
|1999                          | (13,415)      | (2,689)                                 | 0            
|                              |               |                                         |              
|Identifiable assets           |               |                                         |              
|2001                          | $14,567       | $19,332                                 | $      0     
|2000                          | 35,721        | 28,957                                  | 1,150        
|1999                          | 24,535        | 33,846                                  | 0            
|                              |               |                                         |              
|Depreciation and amortization |               |                                         |              
|2001                          | $1,935        | $1,892                                  | $905         
|2000                          | 1,765         | 2,567                                   | 150          
|1999                          | 2,481         | 3,075                                   | 0            

Geographic Areas

(In thousands)

|                    | **United States*** | **Europe** | **Other**
|------------------- | ------------------ | ---------- | ---------
|Net sales           |                    |            |          
|2001                | $22,445            | $21,864    | $1,873   
|2000                | 34,484             | 19,364     | 2,424    
|1999                | 33,955             | 24,110     | 2,644    
|                    |                    |            |          
|Operating loss      |                    |            |          
|2001                | $(20,220)          | $(10,634)  | $(125)   
|2000                | (3,723)            | (6,379)    | (690)    
|1999                | (12,206)           | (3,439)    | (459)    
|                    |                    |            |          
|Identifiable assets |                    |            |          
|2001                | $14,567            | $19,332    | $   0    
|2000                | 38,070             | 27,703     | 55       
|1999                | 26,231             | 32,090     | 60       

*Operating loss includes non-recurring charges in 2001 and 1999 of $12,468 and $6,681,
respectively.

******ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS**

**ON ACCOUNTING AND FINANCIAL DISCLOSURE**

None.

**PART III**

**ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT**

The information called for herein will be presented under the captions ELECTION OF THE
BOARD OF DIRECTORS (PROPOSAL 1) and SECTION 16(a) REPORTING COMPLIANCE,
in our definitive proxy statement to be filed with the Securities and Exchange Commission pursuant
to Regulation 14A of the Exchange Act by April 30, 2002, in connection with the 2002 annual
meeting of stockholders of Chyron ("Proxy Statement"), and is incorporated herein by reference in
response to this item.

**ITEM 11.  EXECUTIVE COMPENSATION**

The information called for herein will be presented under the captions EXECUTIVE
COMPENSATION AND OTHER INFORMATION, STOCK PERFORMANCE CHART,
COMPENSATION AND STOCK OPTION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION and COMPENSATION AND STOCK OPTION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION in our Proxy Statement, and is incorporated herein by reference
in response to this item.

**ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS**

**AND MANAGEMENT**

The information called for herein will be presented under the captions PRINCIPAL
SHAREHOLDERS - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS and
SECURITY OWNERSHIP OF MANAGEMENT in our Proxy Statement, and is incorporated herein
by reference in response to this item.

**ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**

The information called for herein will be presented under the caption CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS in our Proxy Statement, and is incorporated
herein by reference in response to this item.

**PART IV**

**ITEM 14. 	EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND**

**REPORTS ON FORM 8-K**

(a)	(1)  **Financial Statements**

See index to Consolidated Financial Statements on page 40.

(2)  **Financial Statement Schedule**

The following Consolidated Financial Statement schedule of Chyron Corporation and
subsidiaries is included in Item 14(d) found on page 73:

Schedule II - Valuation and Qualifying Accounts for the Years Ended December 31, 2001,
2000 and 1999.

All other schedules called for under Regulation S-X are not submitted because they are not
applicable or not required or because the required information is not material or is included
in the Consolidated Financial Statements or notes thereto.

(3)  **Financial Statement Exhibits**



See list of exhibits to the Financial Statements in Section (c) below:

(b) 	**Reports on Form 8-K**

The Company did not file any reports on Form 8-K during the last quarter of the year ended
December 31, 2001.

|                                                                           | Note
|-------------------------------------------------------------------------- | ----
|(c) **Exhibits**                                                           |     
|                                                                           |     
|3. Articles of Incorporation and By-Laws.                                  |     
|                                                                           |     
|(a) Restated Certificate of Incorporation of Chyron Corporation            | (1) 
|                                                                           |     
|(b) Amended and Restated By-Laws of Chyron Corporation,                    |     
|adopted October 28, 1998                                                   | (4) 
|                                                                           |     
|(c) Amendment of Certificate of Incorporation of Chyron Corporation,       |     
|adopted January 24, 1997                                                   | (3) 
|                                                                           |     
|4. Instruments defining rights of security holders, including debentures   |     
|                                                                           |     
|(a) Registration Rights Agreement dated July 25, 1995 by and between       |     
|Chyron Corporation and CC Acquisition Company A,  L.L.C., CC               |     
|Acquisition Company B, L.L.C., WPG Corporate Development Associates,       |     
|IV, L.P., WPG Corporate Development Associates IV (Overseas), L.P.,        |     
|WPG Enterprise Fund II, L.P., Weiss, Peck & Greer Venture Associates, III, |     
|L.P., Westpool Investment Trust PLC, Lion Investment Limited, Charles      |     
|Diker, Mint House Nominees Limited, Pine Street Ventures, L.L.C., Isaac    |     
|Hersly, Alan I. Annex, Ilan Kaufthal, Z Four Partners L.L.C. and A.J.L.    |     
|Beare                                                                      | (2) 
|                                                                           |     
|(b) Form of 8% Subordinated Convertible Debenture Due                      |     
|December 31, 2003                                                          | (4) 
|                                                                           |     
|(c) Form of Subscription Agreement and Investment Representation for the   |     
|purchase of the 8% Subordinated Convertible Debenture Due                  |     
|December 31, 2003                                                          | (4) 
|                                                                           |     
|(d) Form of 8% Series B Subordinated Convertible Debenture Due             |     
|December 31, 2003                                                          | (5) 
|                                                                           |     
|(e) Form of Subscription Agreement and Investment Representation for the   |     
|purchase of the 8% Series B Subordinated Convertible Debenture Due         |     
|December 31, 2003                                                          | (5) 
|                                                                           |     
|(f) Form of 12% Senior Subordinated Convertible Note Due                   |     
|December 31, 2003                                                          | (6) 
|                                                                           |     
|(g) Form of Subscription, Subordination and Registration Rights Agreement  |     
|for the purchase of the 12% Senior Subordinated Convertible Notes Due      |     
|December 31, 2003                                                          | (6) 
|                                                                           |     
|(h) Form of Series A 12% Subordinated Convertible Debenture Due            |     
|December 31, 2004                                                          | (6) 
|                                                                           |     
|(i) Form of Series B 12% Subordinated Convertible Debenture Due            |     
|December 31, 2004                                                          | (6) 
|                                                                           |     
|(j) Form of Amendment to the 8% Subordinated Convertible Debentures        |     
|Due December 31, 2003 and the Series B 8% Subordinated Convertible         |     
|Debentures Due December 31, 2003                                           | (6) 
|                                                                           |     
|(k) Form of Common Stock Purchase Warrant, Issued on                       |     
|December 17, 2001                                                          | (6) 
|                                                                           |     
|(l) Notice of Amendment of each of the 12% Senior Subordinated             |     
|Convertible Notes Due December 31, 2003, Series A 12% Subordinated         |     
|Convertible Debentures Due December 31, 2004 and Series B 12%              |     
|Subordinated Convertible Debentures Due December 31, 2004, Dated           |     
|March 11, 2002                                                             | (6) 
|                                                                           |     

|10. Material Contracts.                                                   |    
|------------------------------------------------------------------------- | ---
|                                                                          |    
|(a) Loan Agreement between Pro-Bel Limited and Barclays Bank, PLC         |    
|dated December 19, 1996 effective January 1997                            | (3)
|                                                                          |    
|(b) Overdraft Facility Letter Agreement among Chyron UK Holdings Limited, |    
|Pro-Bel Limited and Barclays Bank, PLC Dated January 16, 2002             | (6)
|                                                                          |    
|(c) Indemnification Agreement between Chyron Corporation and              |    
|Charles M. Diker dated November 19, 1996                                  | (3)
|                                                                          |    
|(d) Indemnification Agreement between Chyron Corporation and              |    
|Donald P. Greenberg dated November 19, 1996                               | (3)
|                                                                          |    
|(e) Indemnification Agreement between Chyron Corporation and              |    
|Roger Henderson dated November 19, 1996                                   | (3)
|                                                                          |    
|(f) Indemnification Agreement between Chyron Corporation and              |    
|Alan J. Hirschfield dated November 19, 1996                               | (3)
|                                                                          |    
|(g) Indemnification Agreement between Chyron Corporation and              |    
|Wesley W. Lang, Jr. dated November 19, 1996                               | (3)
|                                                                          |    
|(h) Indemnification Agreement between Chyron Corporation and              |    
|Eugene M. Weber dated November 19, 1996                                   | (3)
|                                                                          |    
|(i) Indemnification Agreement between Chyron Corporation and              |    
|Michael Wellesley-Wesley dated November 19, 1996                          | (3)
|                                                                          |    
|(j) Loan Agreement between Chyron Corporation and AmSouth Bank            |    
|dated March 29, 1999                                                      | (5)
|                                                                          |    
|(k) Amendment No. 6 to Loan Agreement between Chyron Corporation          |    
|and AmSouth Bank Dated December 26, 2001                                  | (6)
|                                                                          |    
|(l) Employment Agreement between Chyron Corporation and                   |    
|Roger Henderson dated July 21, 1999                                       | (5)
|                                                                          |    
|(m) Amendment to Employment Agreement between Chyron Corporation          |    
|and Roger Henderson dated January 10, 2001                                | (6)
|                                                                          |    
|(n) Letter Amendment to Employment Agreement between Chyron               |    
|Corporation and Roger Henderson dated April 5, 2001                       | (6)
|                                                                          |    
|(o) Employment Agreement between Chyron Corporation and                   |    
|James Paul dated October 1, 1997                                          | (6)
|                                                                          |    
|(p) Amendment to Employment Agreement between Chyron Corporation          |    
|and James Paul dated January 10, 2001                                     | (6)
|                                                                          |    
|(q) Letter Amendment to Employment Agreement between Chyron               |    
|Corporation and James Paul dated November 2, 2001 effective               |    
|April 1, 2001                                                             | (6)
|                                                                          |    
|23. Consents and experts of counsel.                                      |    
|                                                                          |    
|(a) Consent of PricewaterhouseCoopers LLP dated April 1, 2002             | (6)



(1)	Incorporated herein in its entirety by reference to the Annual Report for the fiscal year ended June 30, 1991
on Form 10-K dated January 31, 1992.

(2)	Incorporated herein in its entirety by reference to the Annual Report for  the fiscal year ended December 31,
1995 on Form 10-K dated March 14, 1996.

(3)	Incorporated herein in its entirety by reference to the Annual Report for the fiscal year ended December 31,
1996 on Form 10-K dated March 20, 1997.

(4)	Incorporated herein in its entirety by reference to the Annual Report for the fiscal year ended December 31,
1998 on Form 10-K dated March 30, 1999.

(5)	Incorporated herein in its entirety by reference to the Annual Report for the fiscal year ended December 31,
1999 on Form 10-K dated March 9, 2000.

(6)	Incorporated herein in this Annual Report for the fiscal year ended December 31, 2001 on Form 10-K dated
April 1, 2002.

d)  **Financial Statement Schedules**

Schedule II

**CHYRON CORPORATION AND SUBSIDIARIES**

**VALUATION AND QUALIFYING ACCOUNTS**

**(In thousands)**

|Column A                              | Column B   | Column C   | Column D   | Column E  
|------------------------------------- | ---------- | ---------- | ---------- | ----------
|                                      |            |            |            |           
|                                      | Balance at | Charged to |            | Balance at
|                                      | Beginning  | Costs and  |            | End of    
|Description                           | of Period  | Expenses   | Deductions | Period    
|                                      |            |            |            |           
|Reserves and allowances deducted from |            |            |            |           
|asset accounts:                       |            |            |            |           
|                                      |            |            |            |           
|YEAR ENDED DECEMBER 31, 2001          |            |            |            |           
|Allowance for doubtful accounts       | $  2,274   | $    200   | $  551     | $ 1,923   
|Inventory reserves                    | 12,332     | 2,868      | 632        | 14,568    
|Deferred tax valuation allowance      | 21,932     | 10,755     | 0          | 32,687    
|                                      |            |            |            |           
|YEAR ENDED DECEMBER 31, 2000          |            |            |            |           
|Allowance for doubtful accounts       | $  3,324   | $     945  | $1,995     | $  2,274  
|Inventory reserves                    | 13,460     | 937        | 2,065      | 12,332    
|Deferred tax valuation allowance      | 18,272     | 3,660      | 0          | 21,932    
|                                      |            |            |            |           
|YEAR ENDED DECEMBER 31, 1999          |            |            |            |           
|Allowance for doubtful accounts       | $  3,881   | $     400  | $    957   | $  3,324  
|Inventory reserves                    | 10,066     | 4,177      | 783        | 13,460    
|Deferred tax valuation allowance      | 0          | 18,272     | 0          | 18,272    

**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) of the Securities and 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** 
| | -----------------------
| |                        
| | /s/ Roger Henderson    
| | Roger Henderson        
| | President and          
| | Chief Executive Officer



Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has
been signed below on April 1, 2002, by the following persons on behalf of the registrant and in the
capacities on the date indicated.

|/s/ Wesley Lang              |  | Chairman of the Board of Directors
|---------------------------- |  | ----------------------------------
|Wesley Lang                  |  |                                   
|                             |  |                                   
|/s/ Gerard Barrasso          |  | Corporate Controller              
|Gerard Barrasso              |  |                                   
|                             |  |                                   
|/s/ Charles Diker            |  | Director                          
|Charles Diker                |  |                                   
|                             |  |                                   
|/s/ Donald Greenberg         |  | Director                          
|Donald Greenberg             |  |                                   
|                             |  |                                   
|/s/ Roger Henderson          |  | President, CEO and Director       
|Roger Henderson              |  |                                   
|                             |  |                                   
|/s/ Alan Hirschfield         |  | Director                          
|Alan Hirschfield             |  |                                   
|                             |  |                                   
|/s/ Christopher Kelly        |  | Director                          
|Christopher Kelly            |  |                                   
|                             |  |                                   
|/s/ G. R. Sam Seraphim       |  | Interim Chief Financial Officer   
|G. R. Sam Seraphim           |  |                                   
|                             |  |                                   
|/s/ Eugene Weber             |  | Director                          
|Eugene Weber                 |  |                                   
|                             |  |                                   
|/s/ Michael Wellesley-Wesley |  | Director                          
|Michael Wellesley-Wesley     |  |