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, 1998
  Commission File Number 1-9014
  
  CHYRON CORPORATION
  
  (Exact name of registrant as specified in its charger)
  
  New York
  (State or other jurisdiction of incorporation or organization)
  
  11-2117385
  (I.R.S. Employer Identification No.)
  
  5 Hub Drive, Melville, New York
  (Address of principal executive offices)
  
  
  11747
  (Zip Code)
  
  Registrant's telephone number, including area code (516) 845-2000       
  
  Securities registered pursuant to Section 12(b) of the Act:
  
  Common Stock, par value $.01
  (Title of Class)
  
  New York Stock Exchange
  (Name of exchange on which registered)
   
  Securities registered pursuant to Section 12(g) of the Act:   None
  
  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 10, 1999 was $26,124,963.  The number of shares outstanding
  of the issuer's common stock, par value $.01 per share, on March 10, 1999
  was 32,058,026.
  
  DOCUMENTS INCORPORATED BY REFERENCE
  
  Portions of the proxy statement for the Annual Meeting of Shareholders to
  be held May 12, 1999 are incorporated by reference into Part III.
  
  
  Exhibit index is located on page 48
  This document consists of 52 pages
  
  
  From time to time, including in this Annual Report on Form 10-K, the Company
  may publish forward-looking statements relating to such matters as
  anticipated financial performance, business prospects, technological
  developments, changes in the industry, new products, research and
  development activities  and similar matters.   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.  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
  DTV and HDTV, consumer acceptance of DTV and HDTV, resistance within the
  broadcast or cable industry to implement DTV and HDTV technology, rapid
  technological changes, 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 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 (516) 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.
  
  The Company develops, manufactures, markets and supports a broad range of
  equipment, software and systems that facilitate the production and enhance
  the presentation of live and pre-recorded video, audio and other data.  The
  Company's products enable users to (i) create and manipulate text, logos and
  other graphic images using special effects such as 3D transforming,
  compositing and painting; (ii) manage, monitor and distribute video, audio
  and other data signals; and (iii) control edit processes and automate
  broadcast equipment.  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. 
  
  
  Industry Transition to High Definition Television
  
  In October 1996, the Federal Communications Commission ("FCC") adopted a
  rule that requires broadcasters to utilize digital advanced television
  transmission.  This ruling requires broadcasters to adopt one of eighteen
  formats deemed acceptable as broadcast standards for digital television
  ("DTV"), as opposed to the current analog equipment, and sets a timetable
  for the adoption of  DTV, specifically High Definition Television ("HDTV"),
  broadcast by the year 2006.
  
  This decision has set in motion the evaluation of which digital transmission
  formats are acceptable and will be used for replacing the current analog
  National Television Standards Committee ("NTSC") standards for broadcasting,
  news, entertainment  and other program sources.  Today, broadcasters are
  examining the performance of each of these formats, as well as their
  technical requirements.  By the year 2006, all the current analog NTSC
  equipment will have to be upgraded or replaced as broadcasters discontinue
  their analog NTSC broadcasts in order to comply with the recent FCC ruling.
  
  The method and timing of broadcasters' conversion to digital television is
  very important to the future profitability of Chyron.  As an equipment
  manufacturer, Chyron plans to provide broadcasters with innovative DTV and
  HDTV equipment.  Management views this industry transition as a great
  opportunity.  However, broadcasters' failure to convert on a timely basis
  could have a negative impact on the future financial condition of the
  Company.
  
  Products
  
  The Company offers a broad range of products that address the needs of the
  video and audio production, post-production and distribution markets.  The
  Company's line of high performance graphics systems are 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 are used to
  automate the steps used in the management, editing and distribution of video
  and audio content.
  
  Graphic Systems
  
  Duet and Duet HD: Duet/Duet HD is a real-time 2D/3D serial digital video
  graphics processing platform that integrates open standards, a Windows NT 
  front end, and provides real-time performance for a variety of televison
  graphics applications.  Configurable as digital standard definition or
  digital HDTV, it is the most significant new graphics product introduction
  from Chyron since the iNFiNiT! nine years ago, representing the next
  generation of video graphics engines.  Currently shipped with Lyric graphics
  composition application, Duet HD offers the first ever serial digital high
  definition character generator capability.
  
  Duet addresses the requirements of state-of-the-art installations, bringing
  together the proprietary operating system necessary to execute broadcast
  quality graphics and the Windows NT interface, which is increasingly
  becoming the standard in broadcast and production facilities.  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.
  
  iNFiNiT! Family of Graphics and Character Generators: Chyron's family of
  iNFiNiT! products has long been the gold 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 flagship iNFiNiT! is a dual-user graphics workstation with one to three
  output channels, each with a dedicated key signal.  MAX!> is a single-user
  graphics system with one or two separate video and key channels.  MAXINE!
  is a single channel/single-user character generator.  MAX!> and MAXINE! have
  similar feature sets and effective resolution as the iNFiNiT!.  All systems
  can be configured with analog or digital outputs.  In September 1996, the
  Company introduced WiNFiNiT!, an optional PC-based graphical user interface
  which utilizes the Microsoft Windows 95 or Windows NT operating systems. 
  In 1998, CLYPS, a live video/key capture/playback system, was launched. 
  Files are stored in JPEG format on a SCSI express drive, eliminating the
  need for external playback devices.  Also introduced in 1998 were Message
  Compose version 10.00 and MAX!> Dual Preview Output.
  
  Other options include Transform animation, Intelligent Interface remote
  control, iNFiNiT! Third Channel Output option, MAXINE! Preview, IMAGESTOR!
  still store and various paint and composition packages.
  
  Chyron Aprisa Still Store Systems: The Chyron Aprisa 100 is a Windows NT
  based family of still and clip store systems.  Providing sophisticated
  database functions, the Chyron Aprisa 100 allows play list creation and
  playback with effects, search, sort and editing.  Options include the Aprisa
  200 Digital Disk Recorder and the Aprisa 300 Video Replay System (advanced
  playback capability).
  
  Compact Graphics and Character Generators: The Company's compact character
  generators, sold under the CODI and PC-CODI 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.  CODI products may operate through touch screens
  for real-time on-screen drawing.  They can work with standard computer
  platforms regardless of operating system or system performance.
  
  Liberty Paint and Animation: Chyron's Liberty family of paint and animation
  tools provides resolution-independent, non-linear, digital image processing
  for creating, editing and compositing special visual effects in an on-line,
  real-time environment.  Liberty was used to create award-winning CNN
  graphics and special effects in major feature films, including Batman and
  Robin, Independence Day, Casino, Broken Arrow and Godzilla.  Liberty
  products operate on various Silicon Graphics workstations as well as the
  Windows NT platform, and support all popular file formats.  Liberty offers
  a menu of video graphic creation tools, such as painting, compositing,
  morphing, titling, 3D transforming, layering, coloring, cycle animation,
  rotoscoping and cell animation.  In 1998, three new versions of Liberty were
  introduced: Liberty 6.5, running on the SGI platform; Liberty NT, running
  on the Windows NT platform, providing Liberty graphics power previously
  available only on more expensive SGI workstations; and Liberty HDTV, a full-
  featured serial digital high definition graphics and animation system.
  
  Media Management - Signal Management Systems
  
  Pro-Bel Routing Switchers and Controllers: Under the Pro-Bel name, the
  Company provides a complete range of control solutions for matrix systems
  which process and distribute multimedia signals.
  
  XD: The new XD series of digital routing switchers are large-scale routing
  systems that can produce high-performance signal distribution across a wide
  spectrum of applications.
  
  16 x 16 HDTV Router: It provides a 16 x 16 HDTV router in 3RU and 1.485 Gb/s
  SMPTE 292M compatibility. This product may operate as a standalone router
  or as part of a larger routing system under Pro-Bel control.
  
  Freeway: Mid-range routing switcher which is designed for facilities in the
  process of converting from analog to digital operations.
  
  Gemini: 16 x 2 compact multi-format routers designed for monitor switching
  and similar applications.  It also operates as a standalone router or
  integrates with Pro-Bel control systems.
  
  System 3 and Procion Controllers: System 3 provides a push button control
  panel which can utilize simple signal matrix solutions and multi-matrix
  installations with integrated tie-line management.  Procion offers a range
  of IBM PC/Windows touch screen control systems which are easy to use and
  configure.  System 3 and Procion can be integrated with each other and with
  Pro-Bel routing systems for maximum flexibility.
  
  Digital Master Control Switchers - TX 320 and TX 310: Compact and cost
  effective, these switchers process serial digital video and digital analog
  or embedded audio inputs.  For sophisticated transitions, an optional 3D DVE
  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.   HDTV channels for the TX series will be released in the first
  half of 1999.
    
  Media Management - Control and Automation Systems
  
  Asset Management - MAPP: Pro-Bel has developed a suite of products which are
  designed to process video, audio and related data signals, integrating with
  Pro-Bel automation for signal playout.  MAPP is a Windows based, video
  server management and control system.  MAPP provides facilities the ability
  to record, track, cache and replay broadcast material according to a user-
  defined schedule.  MAPP easily interfaces with disk based video servers
  manufactured by many different vendors.  New MAPP products introduced in
  1998:
  
  Pro-Bel MAPP WAN Manager: A first from Pro-Bel, providing automatic
  transport of video server media between remote sites via Wide Area Networks.
  
  Pro-Bel MAPP Media Browse Acquisition/WAN Manager: Provides a simple method
  to transfer the media from high bandwidth to low bandwidth server
  environments, across standard WANs, for cost effective remote media browsing
  and review applications.
  
  Pro-Bel MAPP Version 5: New NT platform for MAPP Asset Management software. 
  MAPP tracks every storage device and item of material within the broadcast
  operation.  Database is available over a standard computer network with
  multiple workstations.  Multiple users enter, direct, monitor and control
  each item and prepare it for manual or automated playout.
  
  Pro-Bel MAPPEX (MAPP Exchange Interface): Provides interface to MIS systems. 
  Used primarily for tracking commercial airings for subsequent billing to
  advertisers.
  
  Automation Compass and Sextant: Each provides 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 the ultimate in
  reliability.  Users edit schedules and interface to traffic systems via
  standard NT workstations that provide familiar and intuitive operation. 
  Extensive use of icons and graphical techniques provide readable schedules
  with at-a-glance status.
  
  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 its products  at  the major domestic and international trade shows
  of the broadcast and computer graphics industries.  In the United States,
  the Company exhibits at the National Association of Broadcasters (NAB) and
  SMPTE conventions.  It also exhibits at the International Broadcasters
  Convention (IBC) in  Europe.  The Company uses direct-mail campaigns and
  places advertisements in broadcast, post-production and computer industry
  publications.
  
  Sales of the Company's products in the United States 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 the domestic markets act as links between the
  customer and the Company's development teams.  
  
  Sales of the Company's products outside of the United States and United
  Kingdom are made through dealers and sales representatives covering specific
  territories.  The Company maintains  sales offices in Hong Kong, China and
  in Paris, France in an effort to increase 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.
  
  Training courses are available through the Company and range in length from
  a few days to a few 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 (New York) headquarters and its Reading (United
  Kingdom) and Atlanta (Georgia) centers.  The Company also conducts on-site
  training.  Installation assistance, hardware and software maintenance
  contracts and spare parts are made available by the Company. 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 its appointed dealers and representatives. 
  The Company also provides sales and service support to its dealers from time
  to time.  The Company provides warranties on all of its products ranging
  from ninety days to five years.
  
  Research and Development
  
  The Company's research and product development, conducted in Melville, New
  York, Reading, United Kingdom and Cupertino, California, is focused on the
  continued enhancement of its existing products and the development of new
  ones.  Product development efforts include both graphic products and routers
  and switchers which will comply with the FCC ruling of October 1996.  This
  ruling will affect the broadcast industry across the next decade and beyond,
  specifically the adoption of digital television, and more specifically HDTV
  television.
  
  Historically, the Company has focused its efforts toward the development of
  complete systems rather than of either hardware or software standing alone. 
  A strategic engineering group evaluates hardware and software technologies. 
  Currently, engineering efforts include software stand alone products and
  hardware with software products that address the FCC ruling described above. 
  
  During 1998, 1997 and 1996, the Company expensed approximately $9.5 million,
  $6.8 million and $5.3 million, respectively, for research and development. 
  Such amounts were net of amounts  capitalized with respect to software
  development costs incurred in connection with the development of new
  products and the modification and enhancement of existing products.
  
  Manufacturing
  
  The Company has final assembly and system integration operations located in
  Melville and Reading.  The Company primarily uses third-party vendors to
  manufacture and supply all of the hardware components and sub-assemblies
  utilized in the Company's graphics systems and relies upon a combination of
  third-party vendors and internal manufacturing for components and sub-
  assemblies utilized in the Company's signal management systems.  The Company
  designs many of its system components to 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.
  
  Competition
  
  The markets for graphics imaging, editing and animation systems, signal
  routing systems and media storage 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 recent ruling requiring broadcasters to utilize
  DTV transmission beginning in 1998 will require large future capital
  expenditures by the broadcast industry.  Management recognizes this as an
  opportunity for the Company in the market place, but, as a result,  the
  Company also anticipates increased competition from both existing companies
  and new market entrants.  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 Aston Electronic Designs Limited,
  Dynatech Corporation, Pinnacle Systems Inc., Quantel Inc. and Accom.  In the
  signal management area, the Company believes its primary competitors are
  Dynatech Corporation, Leitch Incorporated, Philips Electronics N.V., Sony
  Corporation and Tektronix Inc.  In the control and automation area, the
  Company believes its primary competitors are Drake, Louth Automation,
  Philips Electronics N.V., Sony Corporation and Tektronix, Inc.  Many of
  these companies have significantly greater financial, technical,
  manufacturing and marketing resources than the Company.  In addition,
  certain product categories and market segments, on a region-by-region basis,
  in which the Company does or may compete, are dominated by certain vendors. 
  
  
  Employees
  
  As of December 31, 1998, the Company employed 414 persons on a full-time
  basis, including 74 in sales and marketing, 133 in manufacturing and
  testing, 50 in customer support, service and training, 59 in finance and
  administration and 98 in research and development.  None of these employees
  is represented by a labor union.  
  
  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, I2, Chyron Care, Intelligent
  Interface, Intelligent Interface (I2), CMX, CMX AEGIS, CMX OMNI, Aurora,
  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.
  
  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 also leases approximately 7,000 square
  feet in Cupertino, California and 4,300 square feet in Torrance, California
  for research and development, which expire on December 31, 2002 and November
  30, 2000, respectively.  The Company also maintains sales offices in Atlanta
  and Dunwoody, Georgia of 1,000 and 2,700 square feet, respectively, and in
  Hong Kong of 2,000 square feet pursuant to leases which expire on January
  31, 2001, November 30, 2002 and April 26, 2001, respectively.  In the United
  Kingdom, the Company's executive office is located in Reading, United
  Kingdom where it owns a facility of approximately 19,000 square feet.  This
  facility is used for manufacturing, research and development and marketing. 
  The Company occupies additional facilities in the United Kingdom in Reading
  and Andover, used primarily for research and development and manufacturing,
  which total approximately 28,000 square feet pursuant to leases which 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
  currently believes that each facility is suitable for its existing
  operations and does not foresee the need for any significant expansion of
  its current facilities.
  
  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, 1998, 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 is traded on the New York Stock Exchange ("NYSE")
  under the ticker symbol "CHY".  The approximate number of holders of record
  of the Company's common stock at March 10, 1999 was 5,557.  
  
  The following table sets forth the high and low reported sales price for the
  common stock adjusted to reflect the one-for-three reverse stock split which
  occurred in February 1997.
  
  Price Range of Common Stock
  
                                                   High               Low
  
  Year Ended December 31, 1998                                             
                    Fourth quarter               $3.000              $1.250
                    Third quarter                 3.625               1.625
                    Second quarter                4.938               3.125
                    First quarter                 4.813               3.125
  
  Year Ended December 31, 1997
                    Fourth quarter               $6.125              $4.125
                    Third quarter                 5.500               4.063
                    Second quarter                5.875               3.750
                    First quarter                 9.375               4.875
  
  On March 10, 1999, the closing price of the Company's common stock as
  reported on the NYSE was $1.938.
  
  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 for the then current fiscal year.
  
  In December 1998, the Company sold $1.1 million aggregate principal amount
  of 8% Subordinated Convertible Debentures (the "1998 Debentures"), due
  December 31, 2003, to certain persons and entities, including certain
  directors, affiliates and shareholders of the Company.  The debentures 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 (which is
  equal to 120% of the average of the closing selling prices of the Common
  Stock for the 90 trading days immediately preceding the issue date of the
  debentures).  The 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.  Subject to
  certain restrictions, the debentures are exchangeable, at the option of the
  holders thereof, for a like principal amount of any series of convertible
  subordinated debentures which the Company may issue pursuant to a private
  placement, through a placement agent, within 180 days of the issue date of
  the debentures. The net proceeds from the sale of the debentures were used
  for general working capital purposes.
  
  The sales of the 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 debentures acquired them
  for their own accounts, and not with a view to any distribution thereof.
  
  
  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,
                                1998      1997  1996(1)     1995      1994
  
  Statement of Operations Data:
  
  Net sales                  $83,710   $86,774  $82,608   $53,971    $42,762
  Gross profit                39,460    39,830   42,667    31,225     23,850
  Operating expenses:
  Selling, general and 
    administrative            31,420    29,662   22,349    17,066     14,301
  Research and 
    development                9,537     6,822    5,253     4,105      4,163
  Non-recurring charges        3,979     3,082                                 
  Management fee                                            2,911      1,139
  West Coast restructuring
    charge (recapture)                                    (1,339)     12,716
  Total operating 
    expenses                  44,936    39,566   27,602    22,743     32,319
  Operating income 
    (loss)                   (5,476)       264   15,065     8,482    (8,469)
  Gain on sale of 
    Trilogy Ltd.               1,194                                            
  Interest and other 
    expense, net             (1,786)   (1,242)  (1,666)     (536)     ( 525)
  Net (loss) income          (4,447)     (760)    8,654     7,476    (8,994)
  Net (loss) income per
    common share (2) (3)-
    Basic                    $ (.14)   $ (.02)  $   .27   $   .26   $  (.31)
    Diluted                  $ (.14)   $ (.02)  $   .27   $   .25   $  (.31)
  Weighted average number of common
   shares outstanding (2) (3) - 
    Basic                     32,058    32,538   31,825    29,379     28,962
    Diluted                   32,058    32,538   32,327    30,382     28,962
  
                                            As of December 31,
                                1998      1997  1996(1)      1995       1994
                                     
  Balance Sheet Data:
  Cash and cash 
    equivalents               $1,585    $2,968   $4,555    $5,012     $1,555
  Working capital             30,036    38,955   45,362    28,221     12,103
  Total assets                83,116    94,080   91,403    44,332     28,644
  Long-term obligations       17,315    21,959   21,226     4,911      4,829
  Shareholders' equity        49,770    53,962   53,946    29,983     13,776
  
  
  
  (1) Includes the operations of Pro-Bel since its acquisition on April 12,
  1996. 
  (2) Adjusted to reflect the reverse stock split effected on February 7,
  1997.
  (3) Adjusted to reflect FASB Statement No. 128, "Earnings Per Share".
  
  
  ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS
  
  Overview
  
  The Company develops, manufactures, markets and supports a broad range of
  equipment, software and systems that facilitate the production and enhance
  the presentation of live and pre-recorded video, audio and other data. In
  the fourth quarter of 1998 the Company delivered the first Duet HD systems,
  featuring Lyric software, to major broadcast and production facilities. 
  Duet HD is a real-time, HDTV video graphics processing platform that
  integrates open standards, a Windows NT front-end, and provides real-time
  performance for a variety of television graphics applications.  Chyron's
  family of iNFiNiT! products continues to be the standard for broadcast
  quality character generators.  These products superimpose text, logos and
  other graphics onto a primary video image or create an independent image to
  be televised by itself.  The Company expects that revenue from its current
  graphics and character generator systems will continue to constitute a
  substantial percentage of its net sales for at least the near future.  The
  Company's Pro-Bel 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 current business strategy includes the following key elements:
  (i) position itself as a lead vendor in providing DTV and HDTV equipment to
  broadcasters as they make their transition to digital television in response
  to the recent FCC ruling; (ii) maintain and enhance its leadership position
  in current markets; (iii) provide upgrades to existing equipment; (iv) cross
  sell products to its existing customers; (v) address low-end and emerging
  markets; (vi) expand its global presence; (vii) pursue strategic
  acquisitions and alliances; and (viii) utilize open platforms.  The Company
  intends to continue to serve its worldwide customer base by introducing
  products which address the requirements to improve the production and
  presentation of video, audio and other data.  The Company also intends to
  continue to upgrade its current high performance systems, invest in the
  development of new options and enhancements for its products and provide
  complete system solutions to its customers.
  In 1997, as a result of the FCC's announcement on its position for HDTV, the
  Company took steps to position itself for the transition to HDTV.  In
  connection therewith, the Company recorded  a non-recurring charge of $2.4
  million for costs related to repositioning the Company to address the
  domestic television market's need for high definition and multichannel
  standard definition digital equipment that complies with the FCC ruling. The
  Company also appointed a new Chief Executive Officer.
  
  Non-recurring Charges
  
  During the second quarter of 1998, as a result of continued poor operating
  results and the inability of the Company's Concerto Division to meet revenue
  and operating targets, management determined that it would be in the
  Company's best interest to implement a restructuring plan and refocus on its
  core business of graphics, routing and automation products for the
  television broadcast, cable and post production industries.  Such
  restructuring plan involved the disposal of the Concerto and Trilogy
  Divisions, the modification of its investment in Real-Time Synthesized
  Entertainment Technology, Ltd. ("RT-SET") and the reorganization of the
  Company's core product sales force to be complementary to its new sales and
  marketing strategy.  As a result, the Company recorded a $3,979,000 charge
  to operations during the second quarter of 1998.  Such charge resulted from
  a write-down of assets to estimated net realizable value, employee severance
  and costs to reorganize the Company's sales functions as a result of such
  restructuring plans.  Additional amounts were accrued for litigation and
  other costs.
  
  Sale of Trilogy
  
  On August 19, 1998, the Company completed the sale of Trilogy Broadcast
  Limited ("Trilogy"), a wholly-owned subsidiary of Pro-Bel, to the management
  of Trilogy.  This transaction resulted in an overall gain of approximately
  $1.2 million.
  
  Acquisition of Axis 
  
  On March 31, 1997, the Company acquired Axis Holdings Incorporated ("Axis"),
  located in Los Angeles, California, for an aggregate cost of $1.83 million. 
  Axis developed professional video and audio software specifically for use
  on the Microsoft Windows NT Operating System.
  
  The acquisition of Axis was accounted for as a purchase; therefore, the cost
  was allocated to the net tangible assets and software development costs
  acquired based on their estimated fair values. During the second quarter of
  1998, as a result of this division's inability to meet revenue and operating
  targets, this division was discontinued and all related software development
  costs, totaling $2.3 million, were written off.
  
  Acquisition of Pro-Bel
  
  On April 12, 1996, the Company acquired Pro-Bel, located in Reading, United
  Kingdom, for an aggregate price of $19.1 million.  Pro-Bel develops,
  manufactures and markets signal management systems and control and
  automation systems. The acquisition of Pro-Bel was accounted for as a
  purchase.  Accordingly, the cost was allocated to the net tangible assets
  acquired based upon their estimated fair values.  The excess of cost over
  the estimated fair values of the net tangible assets acquired amounted to
  $6.9 million, which is being amortized over 12 years using the straight-line
  method.
  
  Investment in RT-SET
  
  On February 29, 1996, the Company purchased a 19% interest in RT-SET, which
  develops, markets and sells real time virtual studio set software and
  proprietary communications hardware and is located in Israel.  The Company
  purchased shares of RT-SET convertible preferred stock in exchange for
  800,000 restricted shares of Company common stock.   In accordance with the
  purchase agreement, the 800,000 shares of common stock were to be held in
  escrow and released in two tranches, subject to certain conditions.  One-
  third of such shares was released from escrow in June 1996.  On May 26,
  1998, the Company entered into a Modification Agreement with RT-SET whereby
  RT-SET returned to the company 533,334 shares of Chyron common stock
  previously issued and held in escrow and  Chyron agreed to convert all of
  its shares of RT-SET preferred stock into RT-SET common shares with an
  equivalent value of $2,161,000.
  
  
  Year Ended December 31, 1998 Compared to Year Ended December 31, 1997
  
  Net Sales.  Net sales decreased 3.6% to $83.7 million in 1998 from $86.8
  million in 1997.  The decrease was a result of lower international sales,
  primarily in the UK and Asia, and the loss of revenues resulting from the
  sale in August 1998 of the Company's Trilogy division which represented $2.4
  million of the decline.  The decrease was offset by an increase in sales of
  Chyron graphics products and Pro-Bel products in the U.S. by $10 million. 
  The Company's net sales consisted of product sales, upgrades and
  enhancements and rental income, as well as customer service revenue.
  
  Gross Profit.  Gross profit decreased to $39.5 million in 1998 from $39.8
  million in 1997.  Gross margin as a percentage of net sales increased to
  47.1% in 1998 from 45.9% in 1997. The increase in gross margin as a
  percentage of net sales was the result of improved margins on the sales of
  the Company's core products offset by greater than anticipated costs on one
  large customer contract.  Customer service costs were included in selling,
  general and administrative expenses and were not material.
  
  Selling, General and Administrative Expenses.  Selling, general and
  administrative expenses ("S,G&A") increased 6% to $31.4 million in 1998 from
  $29.7 million in 1997.  As a percentage of net sales, S,G&A expenses
  increased to 37.5% in 1998 from 34.2% in 1997.  The growth in overall S,G&A
  expenses was directly related to the continued efforts to improve customer
  service and to focus on sales and marketing initiatives, specifically
  directed at supporting and growing the Pro-Bel product lines in America and
  the establishment of the sales office in France.  Offsetting this growth was
  the benefit of reduced S,G&A expenses related to the sale of Trilogy.
  
  Research and Development Expenses.  Research and development expenses
  ("R&D") increased 40% to $9.5 million in 1998 from $6.8 million in 1997.
  Increases in R&D occurred as the Company has focused its attention on new
  product development related to the digital and HDTV markets.  
  
  Non-recurring Charges. During the second quarter of 1998, management
  determined that it would be in the Company's best interest to implement a
  restructuring plan and refocus its efforts on its core products of graphics,
  routing and automation for the television broadcast, cable and post
  production industries.  This product line restructuring included the sale
  of Trilogy, the modification of the Company's investment in RT-SET, the
  reorganization of Chyron's sales and marketing organization and the
  disposition of the Concerto Division.  As a result, the Company recorded
  restructuring and other non-recurring charges of $3,979,000 during fiscal
  1998.
  
  The restructuring charge included the write-down of Concerto assets, accrued
  severance, legal costs and costs of disposition of such division totaling
  $2.9 million.  Other non-recurring charges totaled $1.1 million and related
  to management's initiative to refocus on the Company's core products. 
  Included in other non-recurring charges were costs related to the sales
  reorganization, accrued severance of $245,000 and other miscellaneous costs
  of $315,000, all of which will require cash outlays.  Additional accruals
  have been made for litigation and other legal costs.  Cash outlays related
  to the non-recurring charges total $1.7 million, of which $1.0 million was
  incurred by December 31, 1998. 
  
  Gain on Sale of Trilogy. In conjunction with the Company's decision to
  refocus its efforts on core products, the Company sold its Trilogy division,
  a wholly-owned subsidiary of Pro-Bel, to the management of Trilogy. This
  transaction was completed in August 1998 and resulted in an overall gain of
  approximately $1.2 million.
  
  Interest and Other Expense, Net.  Interest and other expense, net, increased
  43.8% to $1.8 million in 1998 from $1.3 million in 1997.  Included in
  interest and other expense, net, were gains and losses resulting from
  foreign exchange transactions. In fiscal 1998 an overall foreign exchange
  loss of $308,000 was recognized, as opposed to a $423,000 gain recognized
  in 1997.  This was due primarily to the rate differential between U.S.
  Dollars and British Pounds Sterling ("BPS") and the increased level in value
  and number of transactions in such currencies.   This increase was offset
  by a decrease in interest expense due to lower average borrowings in 1998
  as compared to 1997, as well as slightly lower interest rates.
  
  Income Taxes/Equivalent (Benefit) Provision.  The Company recognized a $1.6
  million tax benefit for the twelve months ended December 31, 1998 compared
  to $0.2 million for 1997. The Company's effective tax benefit rate was 26.7%
  in 1998 as compared to 22.3% in 1997.  The primary difference resulted from
  the effects of foreign income taxed at lower rates.
  
  Year Ended December 31, 1997 Compared to Year Ended December 31, 1996
  
  Net Sales.  Net sales increased 5.0% to $86.8 million in 1997 from $82.6
  million in 1996.  The increase was attributable to an increase in Pro-Bel
  product sales of  73% offset by a decrease in the Chyron Graphics line of
  27%.  The Pro-Bel increase was due to a combination of:  (i) an increase in
  sales of the Pro-Bel product in the U.S. market; (ii) the fact that 1997
  amounts represented twelve months of revenue, while 1996 represented revenue
  from the purchase date, April 12, 1996, through December 31, 1996 and (iii)
  increases in Pro-Bel sales in the European and other non-U.S. markets. 
  Chyron sales declined mainly due  to customers opting to fill their graphic
  needs with the Company's lower-end Chyron products based on the FCC ruling
  requiring broadcasters to utilize digital advanced television transmission
  beginning in 1998.
  
  Gross Profit.  Gross profit decreased to $39.8 million in 1997 from $42.7
  million in 1996.  Gross margin as a percentage of net sales decreased to
  45.9% in 1997 from 51.6% in 1996.   This decrease was caused by increases
  in Pro-Bel sales for the year, which have historically lower margins than
  the Chyron lines, as well as decreases in the Chyron margin as a result of
  a shift in product mix from high-end products to lower-end products as
  described above.   Customer service costs were included in S,G&A and were
  not material.
  
  Selling, General and Administrative Expenses.  S,G&A  increased 32.7% to
  $29.7 million in 1997 from $22.3 million in 1996.  As a percentage of net
  sales, S,G&A increased to 34.2% in 1997 from 27.1% in 1996.  The increase
  was due mainly to the inclusion of Pro-Bel expenses for twelve months in
  1997, while 1996 only included nine months of expenses.  Additional
  increases were due to an overall increase in sales volume and increases in
  headcount at both Chyron and Pro-Bel.
  
  Research and Development Expenses.  R&D increased 29.9% to $6.8 million in
  1997 from $5.3 million in 1996.  This increase was mainly due to the
  inclusion of Pro-Bel's expenditures for a full twelve month period in 1997. 
  Additional increases in R&D occurred as the Company focused its attention
  on new product development to address the FCC ruling described above as well
  as the development of the "Concerto" product line of Axis, which was
  acquired on March 31, 1997.  These increases were offset by net capitalized
  software costs (exclusive of the $1.7 million of the cost of Axis
  capitalized) which increased approximately $1.0 million for the twelve
  months ended December 31, 1997 versus the same period in 1996.
  
  Non-recurring Charges.  During the first half of 1997, the Company incurred
  non-recurring charges of $3.1 million.  Of these total charges, $675,000
  related to the Company's planned secondary offering of common stock which
  was terminated due to the market valuation of the stock.  The remainder,
  approximately $2.4 million, related to a repositioning by the Company to
  address the  domestic television market's need for high definition and
  multichannel standard definition digital equipment that complies with FCC
  rulings. The components of this charge included a write-down of inventory
  related to product lines which were discontinued as a result of a new
  marketing positioning strategy, severance expense related to a staff
  reduction, the write-off of software development projects related to
  products not within the new strategy, the consolidation of certain Chyron
  offices, the settlement of litigation and the write-off of costs related to
  a potential acquisition that was abandoned due to the new strategy.
  
  Interest and Other Expense, Net.  Interest and other expense, net, decreased
  25.5% to $1.3 million in 1997 from $1.7 million in 1996.  The decrease was
  due to the fact that in 1997 a foreign transaction gain of $423,000 was
  recognized, as opposed to a $264,000 loss recognized in 1996.   This was due
  to the increase in the foreign exchange rate for BPS over the respective
  periods and the increased intercompany transactions between Chyron and Pro-
  Bel.  This decrease was offset by increases in interest expense due to
  increases in average borrowings and interest rates over the comparable
  twelve month periods.
  
  Income Taxes/Equivalent (Benefit) Provision.  The Company recognized a
  $218,000 tax benefit for the twelve months ended December 31, 1997 compared
  to an income tax provision of $4.7 million for 1996.  The tax benefit was
  primarily attributable to a pre-tax loss of  $978,000 while the provision
  was based on pre-tax income of $13.4 million.
  
  Liquidity and Capital Resources
  
  At December 31, 1998, the Company had cash on hand of $1.6 million and
  working capital of $30.0 million.  
  
  The Company generated $6.8 million in cash from operations during the year
  ended December 31, 1998 as compared to $4.0 million in 1997.  The
  improvement in cash flows from operations was principally due to improved
  collections of accounts receivable and the timing of certain customer down
  payments and reductions in inventory levels primarily as a result of
  subcontracting inventory assemblies in lieu of manufacturing and applying
  "just in time" methodologies. The Company also received $2.7 million in
  gross proceeds from the sale of Trilogy.  These funds were used to pay down
  a portion of the Company's term loan.
  
  During December 1998, Chyron issued $1.1 million of 1998 Debentures and is
  in the process of raising up to $10 million of additional long-term
  convertible debt to fund continued research and development and reduce the
  Company's reliance on bank debt.  There can be no assurance that the Company
  will be successful in its effort to raise such additional funds.  The
  debentures will not be 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.  Chyron's
  management believes that now is a good time to position the Company for
  selective acquisitions as the broadcast industry consolidates, and that
  strengthening Chyron's balance sheet will facilitate that strategy. There
  can be no assurance that the Company will be successful in making any
  acquisitions.  In addition, if the Company does make acquisitions, there can
  be no assurance that such acquisitions will improve the financial condition
  of the Company.
  
  In connection with the acquisition of Axis, the Company issued promissory
  notes to the shareholders of Axis for $667,000.  The first installment of
  the notes was paid on March 31, 1998  and the second installment of $417,000
  is due March 31, 1999.
   
  To finance the acquisition of Pro-Bel, the Company incurred additional debt
  of $7.2 million, used cash on hand of $6.9 million and issued promissory
  notes for 3.5 million BPS ($5.3 million at the exchange rate at date of
  acquisition). The promissory notes were paid on April 15, 1998.
  
  Pro-Bel has an overdraft facility with a bank that is renewed on an annual
  basis.  The current facility extends through December 31, 1999 and provides
  for an overall borrowing capability of 3.0 million BPS.  Total borrowings
  are limited to amounts computed under a formula for eligible accounts
  receivable.  It is currently the Company's intention to refinance this
  facility prior to its expiration date.
  
  The Company is in the process of renegotiating its revolving credit facility
  with its lender.  The Company believes that it will be able to come to terms
  on a new long-term facility before its expiration on March 28, 1999.
  
  At December 31, 1998, the Company had operating and capital lease
  commitments totaling $11.3 million and $1.0 million, respectively, of which
  $1.3 million and $.5 million, respectively, is payable within one year. 
  Such lease commitments were for equipment, factory and office space and are
  expected to be paid out of operating cash flows of 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 High Definition Television
  
  As discussed above, in October 1996, the FCC adopted a new digital
  television standard.  Conversion to the new standard will produce a
  potentially great opportunity to companies involved in the broadcast
  industry and related business; however, this change has caused uncertainty,
  hesitation and confusion 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 profitability of the Company.
  
  The Year 2000
  
  The Company has taken actions to ensure that its products, internal systems
  and procedures are Year 2000 compliant.  To this end, the Company has
  established a proactive plan to assess the Year 2000 impact in order to
  minimize any interruption of its operations or its ability to serve its
  customers.  The Company has also established a Year 2000 Committee whose
  members include senior management and functional area leaders.
  
  The Company has structured its plan to address internal systems,
  infrastructure, facilities, suppliers and vendors as well as products and
  services. In this regard, the Company has completed the assessment of its
  critical internal information technology (IT) and non-IT systems and has not
  found any significant readiness problems with respect to such internal
  systems and procedures. The Company has also completed its product review
  and is engaged in remediation efforts, where appropriate, including
  upgrading and retirement of systems and components.  The Company believes
  the remediation efforts required are not significant and will be completed
  by June 1, 1999. All products being shipped currently have been extensively
  tested and found to be compliant. The Company is in the process of assessing
  Year 2000 readiness of its critical suppliers by means of surveys and
  visits.  These assessments will be completed during the first half of 1999
  and contingency plans will be prepared, as needed, during the second half
  of the year. The Company is utilizing internal resources in its efforts and
  the associated costs are being expensed as incurred.  Total costs are
  expected to be less than $500,000.
  
  The Company is taking what it considers to be reasonable steps to prevent
  major interruptions in its business due to Year 2000 issues.  The inability
  of the Company or significant third parties to adequately address Year 2000
  issues could cause inefficiencies in the Company's business operations.  At
  this time, the Company has not encountered any Year 2000 issues which it
  believes could have a material adverse effect on its business or current
  products.
  
  
  ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
  Index to Financial Statements
  
  Financial Statements:
  
  Report of Independent Auditors - PricewaterhouseCoopers LLP - page 21
  
  Consolidated Balance Sheets at December 31, 1998 and 1997 - page 22
  
  Consolidated Statements of Operations for the Years Ended December 31, 1998,
  1997 and 1996 - page 23
  
  Consolidated Statements of Cash Flows for the Years Ended December 31, 1998,
  1997 and 1996 - page 24
  
  Consolidated Statements of Shareholders' Equity for the Years Ended December
  31, 1998, 1997 and 1996 - page 25
  
  Notes to the Consolidated Financial Statements - page 26-45
  
  Financial Statement Schedules:
  
  II - Valuation and Qualifying Accounts - page 51
  
  
  REPORT OF INDEPENDENT AUDITORS
  
  
  To the Board of Directors and
  Shareholders of Chyron Corporation
  
  In our opinion, the consolidated financial statements listed in the index
  appearing under Items 14(a)(1) and (2) on page 47 present fairly, in all
  material respects, the financial position of Chyron  Corporation and its
  subsidiaries at December 31, 1998 and 1997 and the results of their
  operations  and their cash flows for each of the three years in the period
  ended December 31, 1998 in conformity with generally accepted accounting
  principles.  These financial statements 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 generally accepted auditing standards 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 the opinion expressed above.
  
  
  /s/PricewaterhouseCoopers LLP
  PricewaterhouseCoopers LLP
  
  
  New York, New York
  February 2, 1999
  
  
  
  CHYRON CORPORATION
  CONSOLIDATED BALANCE SHEETS
  (In thousands, except share amounts)
  
                                                         December 31, 
  Assets                                             1998        1997
  Current assets:
    Cash and cash equivalents                     $ 1,585     $ 2,968
    Accounts receivable, net                       18,396      21,125
    Inventories, net                               19,378      26,540
    Deferred tax assets                             4,726       4,301
    Prepaid expenses and other current assets       1,982       2,180
      Total current assets                         46,067      57,114
  
  Property and equipment                           12,545      12,373
  Excess of purchase price over net tangible 
    assets acquired                                 5,104       6,779
  Investments                                       2,286       2,161
  Software development costs                        4,458       5,224
  Deferred tax assets                               8,343       7,070
  Other assets                                      4,313       3,359
  TOTAL ASSETS                                    $83,116     $94,080
  
  Liabilities and Shareholders' Equity
  Current liabilities:
    Accounts payable and accrued expenses         $14,136     $15,491
    Current portion of long-term debt               1,512       2,318
    Capital lease obligations                         383         350
      Total current liabilities                    16,031      18,159
  
  Long-term debt                                   13,486      17,774
  Capital lease obligations                           515         317
  Pension and other liabilities                     3,314       3,868
      Total liabilities                            33,346      40,118
  
  Commitments and contingencies
  
  Shareholders' equity:
    Preferred stock, par value without designation
    Authorized - 1,000,000 shares, Issued -  none
    Common stock, par value $.01
    Authorized - 150,000,000 shares,
    Issued and outstanding -  32,058,020 and 
      32,591,705 at 1998 and 1997, respectively       321        326
    Additional paid-in capital                     44,021     44,016
    Retained earnings                               4,790      9,237
    Accumulated other comprehensive income            638        383
      Total shareholders' equity                   49,770     53,962
  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY      $83,116    $94,080
  
  See Notes to Consolidated Financial Statements
  
  
  CHYRON CORPORATION
  CONSOLIDATED STATEMENTS OF OPERATIONS
  (In thousands, except per share amounts)
  
  
                                              Year Ended December 31,
                                             1998       1997      1996
  
  Net sales                               $83,710    $86,774   $82,608
  Cost of products sold                    44,250     46,944    39,941
  Gross profit                             39,460     39,830    42,667
  
  Operating expenses:
    Selling, general and administrative    31,420     29,662    22,349
    Research and development                9,537      6,822     5,253
    Non-recurring charges                   3,979      3,082        
  
  Total operating expenses                 44,936     39,566    27,602
  
  Operating (loss) income                 (5,476)       264     15,065
  
  Gain on sale of Trilogy Broadcast 
    Limited                                 1,194                               
  
  Interest and other expense, net         (1,786)    (1,242)   (1,666)
  
  (Loss) income before provision for 
    income taxes                          (6,068)      (978)    13,399
  
  Benefit (provision) for income taxes      1,621        218   (4,745)
  
  Net (loss) income                      $(4,447)     $(760)    $8,654
  
  Net (loss) income per common share - 
    basic and diluted                    $  (.14)     $(.02)    $  .27
  
  
  Weighted average shares used in computing net 
  (loss) income per common share:
    Basic                                  32,058    32,538     31,825
    Diluted                                32,058    32,538     32,327
  
  
  See Notes to Consolidated Financial Statements
  
  
  CHYRON CORPORATION
  CONSOLIDATED STATEMENTS OF CASH FLOWS
  (In thousands)
  
                                             Year Ended December 31, 
                                             1998      1997      1996
  CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss) income                      $(4,447)    $(760)    $8,654
  Adjustments to reconcile net (loss) 
    income to net cash
    provided by operating activities:
    Gain on sale of Trilogy Broadcast 
    Limited                               (1,194)                               
    Restructuring and other non-recurring 
    charges                                 3,019      890                     
    Depreciation and amortization           4,719    4,137     3,120
    (Benefit) provision for deferred 
    income taxes                          (1,102)  (1,241)     2,335
  Changes in operating assets and 
    liabilities:
    Accounts receivable                     2,071    3,851   (3,505)
    Inventories                             5,196  (3,575)   (3,303)
    Prepaid expenses and other assets       (293)  (1,638)     (581)
    Accounts payable and accrued expenses   (644)    1,382   (2,865)
    Other liabilities                       (556)      936   (1,000)
  Net cash provided by operating 
    activities                              6,769    3,982     2,855
  
  CASH FLOWS FROM INVESTING ACTIVITIES:
  Business acquisitions                              (413)   (7,191)
  Gross proceeds from sale of Trilogy 
    Broadcast Limited                       2,746                               
  Acquisition of property and equipment   (2,323)  (1,621)   (1,802)
  Capitalized software development        (3,181)  (2,678)   (1,268)
  Other                                                           52
  Net cash used in investing activities   (2,758)  (4,712)  (10,209)
  
  CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments of term loan                   (3,500)  (2,000)   (1,500)
  Borrowings from (payments of) revolving 
    credit agreement, net                 (2,691)   1,374    (4,144)
  Proceeds from issuance of convertible 
    debentures                              1,133                              
  Payments of capital lease obligations     (338)   (290)      (262)
  Net proceeds from new credit facility                       11,976
  Proceeds from exercise of stock options 
    and common stock purchase warrants, 
    net                                               108        791
  Other                                              (52)                       
  Net cash (used in) provided by 
    financing activities                  (5,396)   (860)      6,861
  Effect of foreign currency rate 
    fluctuations on cash and
    cash equivalents                            2       3         36
  
  Change in cash and cash equivalents     (1,383) (1,587)      (457)
  Cash and cash equivalents at beginning 
    of  year                                2,968   4,555      5,012
  Cash and cash equivalents at end of year $1,585  $2,968     $4,555
  
  SUPPLEMENTAL CASH FLOW INFORMATION:
  Interest paid                            $1,126  $1,348     $1,636
  Income taxes paid                        $  391  $  697     $2,920
  
  See Notes to Consolidated Financial Statements
  
  
  CHYRON CORPORATION
  CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
  (In thousands)
                                                  Accumulated
                         Additional                     Other
                            Paid-In    Retained Comprehensive
        Shares    Amount    Capital    Earnings       Income     Total
  
  Balance at January 1, 1996
        30,024   $   300    $28,340      $1,343                $29,983
  
  Net income
                                          8,654                  8,654
  Cumulative translation adjustment
                                                       $501        501
  Total comprehensive income (loss)
                                                                 9,155
  Exercise of warrants
           398         4        235                                239
  Exercise of stock options
           114         1        551                                552
  Issuance of stock in connection with acquisition of Pro-Bel Ltd       
         1,049        11      6,857                              6,868
  Issuance of stock in connection with investment in RT-SET
           800         8      1,942                              1,950
  Income tax equivalent benefit from reduction of deferred tax asset 
  valuation allowance
                              5,199                              5,199
  
  Balance at December 31, 1996
        32,385       324     43,124        9,997       501      53,946
  Net loss
                                           (760)                 (760)
  
  Cumulative translation adjustment
                                                     (118)       (118)
  Total comprehensive income (loss)
                                                                 (878)
  Exercise of stock options
            22                  108                                108
  Issuance of stock in connection with acquisition of Axis Holdings             
           174         2        748                                750
  Issuance of stock in connection with a litigation settlement                  
            25                   88                                 88
  Payment of truncated shares as a result of reverse stock split                
          (15)                 (52)                               (52)
  
  Balance at December 31, 1997 
        32,591       326     44,016       9,237       383       53,962
  Net loss
                                        (4,447)                (4,447)
  Cumulative translation adjustment
                                                      255          255
  Total comprehensive income (loss)
                                                               (4,192)
  Contingent shares canceled 
         (533)       (5)          5                                           
  
  Balance at December 31, 1998
        32,058    $  321    $44,021      $4,790    $  638     $49,770
  
  
  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.
  
  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% are stated at
  cost.
  
  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.  Actual results could differ from those estimates.
  
  Restatement and Reclassification
  
  On January 24, 1997, the Company's shareholders ratified a one-for-three
  reverse stock split which was effected on February 7, 1997.  (Loss)/income
  per share, weighted average shares used in computing net (loss)/income per
  common share, common stock issued and outstanding, additional paid-in-
  capital and all other common stock transactions presented in these
  consolidated financial statements have been restated to reflect the one-for-
  three reverse stock split.  In addition, certain prior year amounts have
  been reclassified to conform to the current year presentation.
  
  Cash and Cash Equivalents
  
  Cash includes cash on deposit and amounts invested in a highly liquid money
  market fund.  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.
  
  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, provisions for
  technological obsolescence, non-profitability of related product lines and
  excess quantities on hand are made.
  
  Property, Equipment and Depreciation
  
  Property and equipment are stated at cost.  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.  In making such determinations, the Company evaluates
  undiscounted cash flows of the underlying business which gave rise to such
  amount.  As of December 31, 1998, all of the Company's goodwill relates to
  the 1996 acquisition of Pro-Bel Limited.  Costs in excess of net assets are
  being amortized over 12 years using the straight line method.  Amortization
  in 1998, 1997 and 1996 amounted to $577,000, $603,000 and $487,000,
  respectively.
  
  Software Development Costs
  
  Certain software development costs are capitalized when incurred. 
  Capitalization of software development costs begins upon the establishment
  of technological feasibility.  The establishment of technological
  feasibility and the ongoing assessment of recoverability of capitalized
  software development costs is 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 3-5 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.  Customer service costs are included in selling,
  general and administrative expenses and are not material. Revenues and costs
  associated with long-term (generally six months or longer) contracts are
  recognized on the percentage-of-completion method. 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.
  
  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.
  
  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 stockholders' equity.  Transaction gains
  or losses are included in interest and other expenses.
  
  Net (Loss) Income Per Share
  
  In 1997, the Company adopted  the Financial Accounting Standards Board 
  Statement No. 128, "Earnings Per Share." All amounts prior to 1997 have been
  restated to reflect this statement. Basic net (loss)/income per common share
  is computed based on the weighted average number of common shares
  outstanding during the year.  Diluted net (loss) income 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.  Incremental
  shares of nil in 1998 and 1997 and 502,000 in 1996, respectively, were used
  in the calculation of diluted net (loss) income per share. For 1998 and 1997
  outstanding common stock options of 2,765,304 and 2,458,423, respectively,
  were not included in the computation of diluted net (loss) income per common
  share because their effect would have been anti-dilutive. For 1996
  outstanding stock options of 396,302 were not included in the computation
  of diluted net income per share because the exercise price was greater than
  the average market price of the common stock.
  
  Stock-Based Compensation Plans
  
  The Company accounts for stock based compensation awards pursuant to
  Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
  Employees," and its related interpretations which prescribe the use of the
  intrinsic value based method.  Accordingly, no compensation cost has been
  recognized for its fixed stock option plans.  However, the Company has
  adopted the disclosure requirements of Statement of Financial Accounting
  Standards No. 123, "Accounting for Stock Based Compensation."
  
  Segment Information
  
  In 1998, the Company adopted Statement of Financial Accounting Standards No.
  131 ("SFAS 131"), Disclosures about Segments of an Enterprise and Related
  Information.  SFAS 131 replaces the "industry segment" approach with the
  "management" approach.  The management approach designates the internal
  organization that is used by management for making operating decisions and
  assessing performance as the source of the Company's reportable segments. 
  SFAS 131 also requires disclosures about products and services, geographic
  areas, and major customers.  
  
  Comprehensive Income
  
  Effective January 1, 1998, the Company adopted SFAS No. 130, "Reporting
  Comprehensive Income."  Total comprehensive income and the components of
  accumulated other comprehensive income are presented in the Consolidated
  Statements of Shareholders' Equity.
  
  Software Revenue Recognition
  
  In the first quarter of 1998, the Company adopted AICPA Statement of
  Position 97-2 ("SOP 97-2"), "Software Revenue Recognition."  This SOP
  provides guidance on when revenue should be recognized for licensing,
  selling, leasing, or otherwise marketing computer software.  The adoption
  of SOP 97-2 did not have a material effect on the results of operations of
  the Company for the year ended December 31, 1998.
  
  2. ACQUISITIONS
  
  Pro-Bel Limited
  
  On April 12, 1996, the Company acquired Pro-Bel Limited ("Pro-Bel") in
  exchange for $6.9 million in cash, 3.5 million British Pounds Sterling
  ("BPS") in notes ($5.3 million at the exchange rate on date of acquisition)
  and 1,048,735 shares of restricted Chyron common stock valued at $6.9
  million.  The acquisition of Pro-Bel was accounted for as a purchase. 
  Accordingly, the cost of the acquisition was allocated to the net assets
  acquired based upon their estimated fair values.  
  
  The following summary financial data includes the proforma operating results
  of the Company and Pro-Bel for the year ended December 31, 1996, assuming
  the acquisition of Pro-Bel had been made as of January 1, 1996 (in
  thousands, except per share amounts).
  
          Net sales                        $92,974
          Net income                         8,633
          Net income per share                 .27
  
  These pro forma results have been prepared for comparative purposes only and
  include adjustments as a result of applying purchase accounting and the
  conversion to generally accepted accounting principles in the United States. 
  The pro forma financial information is not necessarily indicative of the
  operating results that would have occurred if the acquisition had taken
  place on the aforementioned dates or of future results of operations of the
  consolidated entities.
  
  Axis Holdings Incorporated
  
  On March 31, 1997, the Company acquired Axis Holdings Incorporated ("Axis")
  located in Los Angeles, California.  Axis developed professional video and
  audio software specifically for use on the Microsoft Windows NT  Operating
  System.  The purchase price consisted of $413,000 in cash, $667,000 in notes
  (bearing interest at 6%)  and 173,913 restricted shares of Chyron common
  stock valued at $750,000. The first installment of the notes was paid on
  March 31, 1998 and the final installment of $417,000 is due on March 31,
  1999. 
  
  The acquisition was accounted for as a purchase.  Accordingly, the costs of
  the acquisition were allocated to the net assets acquired based on their
  estimated fair values.  The majority of the purchase price was capitalized
  as software development costs.
  
  During the second quarter of 1998, as a result of this division's inability
  to meet revenue and operating targets, this division, Concerto, was
  discontinued and all related software development costs were written off. 
  See Note 3 to Consolidated Financial Statements.
  
  3.     NON-RECURRING CHARGES
  
  During the second quarter of 1998, management determined that it would be
  in the Company's best interest to implement a restructuring plan and refocus
  its efforts on its core products of graphics, routing and automation for the
  television broadcast, cable and post production industries.  This product
  line restructuring resulted in the sale of Trilogy Broadcast Limited
  ("Trilogy"), a wholly-owned subsidiary of Pro-Bel Limited; the modification
  of the Company's investment in Real Time Synthesized Entertainment
  Technology, Ltd. ("RT-SET"); the reorganization of Chyron's sales and
  marketing organizations; and the planned disposition of the Concerto
  Division.  As a result, the Company recorded restructuring and other non-
  recurring charges of $3,979,000.
  
  The restructuring charge includes the write-down of Concerto assets, accrued
  severance, legal costs and costs of disposition of such division totaling
  $2.9 million.  Other non-recurring charges relate to management's initiative
  to refocus on the Company's core products and total $1.1 million.  Included
  in other non-recurring charges are costs related to the sales
  reorganization, accrued severance of $245,000 and other miscellaneous costs
  of $315,000, all of which will require cash outlays.  Additional accruals
  have been made for litigation and other legal costs. As of December 31, 1998
  cash outlays of $960,000 have been made.
  
  The specific components of this non-recurring charge are as follows (in
  thousands):
  
  Non-cash charges:
       Write-down of Concerto assets to net
        realizable value                           $2,300
  
  Cash outlays:
       Accrued severance                              645
       Accrued litigation and other 
        legal costs                                   500
       Loss on lease commitment                       120
       Other                                          414
                                                   $3,979
  
  During the first six months of 1997, non-recurring charges totaling $3.1
  million were incurred by the Company.  A non-recurring charge of $675,000
  incurred in the first quarter of 1997 was attributable to the Company's
  planned secondary offering of common stock, which was terminated due to the
  change in the  market valuation of the stock.  During the second quarter of
  1997, in an effort to position Chyron to meet the domestic television
  market's need for high definition and multichannel standard definition
  equipment that comply with the 1996 FCC rulings described above, the Company
  underwent a repositioning which, together with several other items, resulted
  in non-recurring charges totaling $2,407,000. Included in this charge was
  a write-down of inventory related to product lines which have been
  discontinued as a result of a new market positioning strategy, severance
  expense related to staff reductions, the write-off of software development
  projects related to products not within the new strategy, the consolidation
  of certain Chyron offices, the settlement of litigation and the write-off
  of costs related to a potential acquisition that was abandoned due to the
  new strategy.
  
  The specific components of the non-recurring charge are as follows (in
  thousands):
  
  Non-cash charges:
       Write-down of inventory                    $   700
       Write-off of software development costs        205
       Litigation settlement - issuance of 
        Chyron common stock                            88
         Total non-cash charges                       993
  
  Cash outlays:
       Secondary offering termination                 675
       Severance                                      825
       Write-off of acquisition costs                 200
       Litigation settlement                          100
       Other                                          289
         Total                                     $3,082
  
  Cash outlays related to the non-recurring charges total $2.1 million, of
  which $1.6 million was made by December 31, 1997. As of December 31, 1998
  all cash outlays have been made.
  
  4.     INVESTMENT IN RT-SET
  
  On February 29, 1996, the Company effectively purchased an option to acquire
  a 19% interest in RT-SET, located in Tel Aviv, Israel.  RT-SET develops,
  markets and sells real time virtual studio set software and proprietary
  communications hardware that operate on Silicon Graphics systems.  In form,
  Chyron purchased shares of RT-SET convertible preferred stock, which were
  convertible into RT-SET common stock, in exchange for 800,000 shares of
  Chyron restricted common stock.  In accordance with the purchase agreement,
  the 800,000 shares of Chyron common stock were to be held in escrow and
  released in tranches of one-third and two-thirds, subject to certain
  conditions.  During 1996, the first of these conditions was met, which
  resulted in the release of 266,666 shares of Chyron restricted common stock
  to RT-SET.  In addition, Chyron was granted certain call option rights
  which, if exercised, would result in the Company owning up to a 51% interest
  in RT-SET.
  
  On May 26, 1998 the Company entered into a Modification Agreement with RT-
  SET whereby: (1) Chyron forfeited its call option rights, (2) RT-SET
  returned the 533,334 shares of Chyron common stock, previously issued and
  held in escrow, to the Company, and (3) Chyron agreed to convert all of its
  shares of RT-SET preferred stock into RT-SET common shares at no less than
  the equivalent value of $2,161,000.  In October 1998, RT-SET completed a
  private placement and such shares of RT-SET preferred stock were converted
  into the equivalent value of common shares representing a 6% interest.
  
  5.     SALE OF TRILOGY BROADCAST LIMITED
  
  On August 19, 1998, the Company completed the sale of Trilogy, a wholly-
  owned subsidiary of Pro-Bel, to its management.  The Company received gross
  proceeds of 2.0 million BPS ($2.7 million at the exchange rate at closing),
  an interest bearing note for 300,000 BPS ($502,500 at December 31, 1998) due
  August 2003 with interest payable quarterly at LIBOR and a 19% interest in
  the new company that results from this transaction. This transaction
  resulted in an overall gain of approximately $1.2 million.
  
  As a result of this sale, the Company's assets and liabilities decreased by
  approximately $2.9 million and $800,000, respectively.  For the year ended
  December 31, 1998, Trilogy contributed sales, gross profit and operating
  income of $2.9 million, $1.6 million and $20,000, respectively.
  
  6.  ACCOUNTS RECEIVABLE
  
  Accounts receivable are stated net of an allowance for doubtful accounts of 
  $3,881,000 and $3,124,000  at December 31, 1998 and 1997, respectively.  The
  provision for doubtful accounts amounted to $1,176,000, $533,000 and nil for
  1998, 1997 and 1996, respectively. 
  
  Accounts receivable are principally due from customers in, and dealers
  serving, the broadcast video industry and non-broadcast display markets. 
  At December 31, 1998 and 1997, receivables included approximately $8.6
  million and $13.6 million, respectively, due from foreign customers.
  
  Accounts receivable include costs and estimated earnings in excess of
  billings on uncompleted contracts accounted for on the percentage of
  completion method of approximately $2.3 million at December 31, 1998.  Such
  amount represents revenue recognized on a long-term contract that has not
  been billed pursuant to contract terms.
  
  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
  
  Inventories consist of the following (in thousands):
  
                                              December 31,
                                           1998        1997
       Finished goods                    $7,266     $12,346
       Work-in-progress                   3,048       9,303
       Raw material                       9,064       4,891
                                        $19,378     $26,540
  
  8.   PROPERTY AND EQUIPMENT
  
       Property and equipment consist of the following (in thousands):
  
                                                                        
                                                December 31, 
                                           1998        1997
  
       Land                           $     819    $    798
       Building                           1,777       1,619
       Machinery and equipment           16,706      14,019
       Furniture and fixtures             2,626       2,287
       Leasehold improvements               699         727
                                         22,627      19,450
       Less: Accumulated depreciation
             and amortization            10,082       7,077
                                        $12,545     $12,373
  
  
  Machinery and equipment at December 31, 1998 and 1997 includes $1,556,000
  and $1,045,000, respectively, of assets held under capital lease
  obligations.  Accumulated depreciation and amortization at December 31, 1998
  and 1997 includes $968,000 and $516,000, respectively, attributable to
  assets held under capital lease obligations. 
  
  Depreciation expense, which includes amortization of assets under capital
  lease, was $2,495,000, $2,362,000 and $1,671,000 in 1998, 1997 and 1996,
  respectively.
  
  
  9. SOFTWARE DEVELOPMENT COSTS
  
  The following amounts were capitalized, amortized and written off (in
  thousands):
  
                                           1998         1997           1996
                                               
  Amounts capitalized                    $3,181       $4,425         $1,420
  Less: Amortization (included in research
       and development expense)         (1,647)      (1,172)          (960)
       Non-recurring charge-write-down 
       to net realizable value          (2,300)        (205)               
  Net increase (decrease) in software
       development costs                $ (766)       $3,048         $  460
  
  
  Capitalized amounts for 1997 include $1.7 million arising from the purchase
  of Axis.  Accumulated amortization at December 31, 1998 and 1997 was
  $4,186,000 and $4,554,000,  respectively.
  
  10.    ACCOUNTS PAYABLE AND ACCRUED EXPENSES
  
  Accounts payable and accrued expenses consist of the following (in
  thousands):
  
  
                                                     December 31, 
                                                 1998         1997
  
       Accounts payable                       $ 7,554       $7,948
       Compensation                             1,630        1,898
       Income taxes payable                       257          486
       Other accrued items                      4,695        5,159
                                              $14,136      $15,491
  
  11.    LONG-TERM DEBT
  
  Long term debt consists of the following (in thousands):
  
                                                     December 31, 
                                                 1998         1997
  
  Term loan, maturing April 16, 2000 (a)       $1,000       $4,500
  Revolving credit facility, expiring
    March 28, 1999 (a)                          7,693        2,730
  Commercial mortgage term loan,
    maturing March 28, 2010 (b)                 1,909        1,965
  Promissory notes, payable
    on or before April 15, 1998 (c)                          5,766
  Trade finance facility, expiring
    December 31, 1998 (d)                       2,846        4,464
  Promissory notes, payable
    on March 31, 1999 (e)                         417          667
  Convertible debentures, maturing
    December 31, 2003 (f)                       1,133                 
                                               14,998       20,092
  Less amounts due in one year                  1,512        2,318
                                              $13,486      $17,774
  
  
  (a)  On March 28, 1996 and April 16, 1996, the Company entered into
  agreements with a bank to obtain a revolving credit facility of $10 million
  and a term loan of $8 million, respectively.  The entire facility is secured
  by Chyron's  accounts receivable and  inventory and the common stock of Pro-
  Bel.  Borrowings are limited to amounts computed under a formula for
  eligible accounts receivable and inventory.   Interest on the revolving
  credit facility is equal to adjusted LIBOR plus 175 basis points or prime
  (7.4% at December 31, 1998) and is payable monthly. The term loan is payable
  in quarterly installments of $500,000, commencing June 1, 1996.  Interest
  on the term loan is equal to adjusted LIBOR plus 200 basis points or prime 
  and is payable monthly.  The Company must pay a commitment fee equal to 1/4
  of 1% per annum on the average daily unused portion of the credit facility. 
  The commitment fee is payable on the last day of each quarter commencing
  June 30, 1996.  This agreement contains, among other provisions,
  requirements for maintaining defined levels of net worth, leverage, capital
  expenditures, lease payments and various financial ratios.  The Company is
  prohibited by the agreement from paying cash dividends in excess of 25% of
  its net income for the then current fiscal year.   As of December 31, 1998,
  the Company was in violation of certain financial covenants under these
  agreements for which it has obtained waivers. The Company is in the process
  of renegotiating its revolving credit facility with its lender.  The Company
  believes that it will be able to come to terms on a new long-term facility
  before its expiration on March 28, 1999.
  
  (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% (7.6% at December  31, 1998) .  The loan is
  payable in quarterly installments of 80,600 BPS ($135,000, converted at the
  December 31, 1998 exchange rate) plus interest.
  
  (c)  On April 12, 1996, the Company issued promissory notes to the
  shareholders of Pro-Bel for 3.5 million BPS ($5,766,000, at the December 31,
  1997 exchange rate) in conjunction with the acquisition.  The promissory
  notes were secured and paid by an irrevocable letter of credit from a bank. 
   The amount of this irrevocable letter of credit was drawn against the
  revolving credit facility described in (a) above.   Interest from April 16,
  1997 through April 15, 1998 was equal to LIBOR as of April 15, 1997 (7.03%)
  and was payable quarterly.  Interest through April 15, 1997 was equal to
  LIBOR as of April 15, 1996 (6.46%) and was payable quarterly.    The notes
  were subordinated to any obligations to a bank or financial institution
  currently existing or subsequently entered into. As of April 15, 1998 the
  notes were paid in full.
  
  (d)  Pro-Bel has an agreement with a bank for an overdraft facility that
  has been renewed on an annual basis.  This agreement, as renewed, provides
  for an annual overdraft facility of 3 million BPS, 4 million BPS and 3
  million BPS for the years ended December 31, 1997, 1998 and 1999,
  respectively.  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% (7.75% at December 31, 1998) and is payable quarterly. 
  It is currently the Company's intention to refinance this facility prior to
  its expiration date.
  
  (e)  On March 31, 1997, the Company issued promissory notes to the
  shareholders of Axis for $667,000 in conjunction with the acquisition. The
  promissory notes are due in installments with the final payment of $417,000 
  due March 31, 1999. Interest is payable with the installments, at a rate of
  6% per annum.  
  
  (f)  During December 1998, the Company issued $1,133,000 of 8% Subordinated
  Convertible Debentures to certain persons and entities, including certain
  directors, affiliates and shareholders of the Company.  The debentures are
  due December 31, 2003.  The debentures are convertible into the Company's
  common stock at a price of $2.466 per share which was equal to 120% of the
  average of the closing selling price of the common stock for the 90 trading
  days immediately preceding their issue date.  The Company may redeem the
  debentures at any time commencing on December 31, 1999 for the principal
  plus accrued and unpaid interest to the redemption date. Subject to certain
  restrictions, the debentures are exchangeable, at the option of the holders
  thereof, for a like principal amount of any series of convertible
  subordinated debentures which the Company may issue pursuant to a private
  placement, through a placement agent, within 180 days of the issue date of
  the debentures.  The net proceeds from the offering were used for general
  working capital purposes.
  
  Aggregate maturities of long term debt are as follows (in thousands):
  
       1999              $ 1,512
       2000               10,634
       2001                   95
       2002                   95
       2003                1,228
       2004                1,434
  
  The carrying amounts of long-term debt instruments approximate their fair
  values.
  
  Net interest expense was $1,479,000,  $1,665,000 and $1,402,000 in 1998,
  1997 and 1996, respectively.
  
  12.  LONG-TERM INCENTIVE PLAN
  
  In May 1995, the Company's shareholders approved the Chyron Corporation
  Long-Term Incentive Plan ("the Plan").  The Plan, as amended in May 1997,
  allows for a maximum of 3,000,000 shares of common stock to be available
  with respect to the grant of awards under the Plan.  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. 
  Options issued to employees other than the Company's Chief Executive Officer
  ("CEO") and another officer vest over a three year period.  Certain options
  issued to the CEO and the other officer vest one third at issuance, with the
  remaining two thirds vesting over two years.  Additional options issued to
  the CEO vest based on the earlier of the attainment of specified criteria
  or December 15, 2003. Options issued to non-employee members of the
  Company's Board of Directors vest immediately.  All options have a term of
  ten years.
  
  In December  1998, the Company offered all option holders who were current
  employees of the Company the opportunity to exchange certain of their
  existing options for new options.  As a result, options to purchase shares
  of Common Stock were granted with the following terms: (a) fifty percent of
  such new stock options were granted with an exercise price of $2.125 and
  shall vest in equal installments over three years; and (b) the remaining
  fifty percent of such new stock options were granted with the same exercise
  price; all of such stock options  shall vest in their entirety on December
  15, 2003; provided, however, that such options shall vest earlier upon the
  attainment of certain Company performance criteria related to earnings per
  share. 
  
  
  Transactions involving stock options are summarized as follows:
  
                                Stock Options          Range of Option
                                 Outstanding            Price per Share
  
  Balance, January 1, 1996         1,071,665           $4.875 - $5.625
    Granted                          468,332           $9.375 - $16.125
    Exercised                      (113,018)           $4.875 - $5.625
    Canceled                        (86,666)           $4.875
  Balance, December 31, 1996       1,340,313           $4.875 - $16.125
    Granted                        1,767,498           $4.25 - $5.875
    Exercised                       (22,220)           $4.875
    Canceled                       (627,168)           $9.00 - $12.75
  Balance, December 31, 1997       2,458,423           $4.25 - $16.125
    Granted                        2,227,070           $2.00 - $4.00
    Canceled                     (1,920,189)           $3.938 - $5.875
  Balance, December 31, 1998       2,765,304           $2.00 - $16.125
  
  
  The following table summarizes information concerning currently outstanding
  and exercisable stock options:
  
      Exercise   Outstanding at    Weighted Average     Exercisable at
         Price   December 31, 1998 Contractual Life     December 31, 1998
  
        $4.875    368,558            1.56 years         368,558
        16.125     23,331            1.58 years          23,331
         5.625     26,664            1.58 years          26,664
        12.750      3,333            1.71 years           3,333
         9.375      6,666            2.14 years           6,666
         4.500     23,331            2.58 years          23,331
         5.875     37,223            3.17 years          12,406
         2.000    730,000            5.42 years                
         5.375     98,389            8.81 years          32,764
         4.000      4,500            9.09 years                
         3.750     30,000            9.16 years          30,000
         3.938      2,000            9.34 years                
         3.063     23,000            9.54 years                
         2.500     30,000            9.56 years          30,000
         2.125  1,358,309            9.93 years          82,500
                2,765,304                               639,553
  
  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, "Accounting for Stock Based
  Compensation", the Company's net (loss) income and net (loss) income per
  share would be reduced to the pro forma amounts indicated below:
  
                                        1998           1997           1996
  Net (loss) income (in thousands):
    As reported                     $(4,447)         $(760)         $8,654
    Pro forma                        (6,401)        (2,866)          7,560
  
  Net (loss) income per common share:
    As reported                       $(.14)         $(.02)           $.27
    Pro forma                          (.20)          (.09)            .23
  
  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 1998, 1997
  and 1996:  dividend yield of  0; expected volatility of 50% and expected
  life of 4-5 years in 1998 and 4 years in 1997 and 1996.  The weighted
  average risk free interest rates for 1998, 1997 and 1996 were 4.20%,  6.19%
  and 6.54%, respectively.  The weighted average fair values of options
  granted during 1998, 1997 and 1996, for which the exercise price equaled the
  market price on the grant dates, were $2.07,  $5.254 and $12.87 per option,
  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.
     
  13.     INCOME TAXES
  
  The (benefit) provision for income taxes consists of the following (in
  thousands):
  
                                   1998                1997           1996
    Current:
       Federal and State          $(65)              $(607)         $1,937
       Foreign                      142               1,036            473
                                     77                 429          2,410
    Deferred:
       Federal and State        (1,777)               (647)          2,514
       Foreign                       79                               (39)
       Valuation reserve                                             (140)
                                (1,698)               (647)          2,335
    Total (benefit) 
       provision               $(1,621)             $ (218)         $4,745
  
  
  The effective income tax rate differed from the Federal statutory rate as
  follows (in thousands):
  
                                   1998           1997          1996    
                              Amount     %    Amount   %    Amount     %
  Federal income tax
   (benefit) provision at
   statutory rate            $(2,063) (34.0)  $(333) (34.0) $4,689   35.0
  State income taxes, net
   of federal tax benefit          16    0.3       3    0.3    409    3.0
  Permanent differences            44    0.7      35    3.6     36     .3
  Benefit from post
   reorganization temporary
   differences on tax
   equivalent provision                                      (140)  (1.1)
  Foreign income tax 
   provision                      406    6.7                     8     .1
  Provision (benefit) of
   lower tax rates on U.S.
   federal provision            (130)  (2.1)     169   17.2  (121)   (.9)
  Effect of valuation
   allowance of deferred
   tax assets                                                (150)  (1.1)
  Other, net                      106    1.7    (92)  (9.4)     14     .1
                             $(1,621) (26.7)  $(218) (22.3) $4,745   35.4
  
  
  The components of the Company's deferred tax assets and deferred tax
  liabilities are presented in the tables below. 
  
                                                           December 31, 
                                                          1998      1997
  Post-reorganization net operating loss carryforward   $5,094    $3,433
  Pre-reorganization net operating loss carryforward     4,631     4,631
  Pre-reorganization deductible temporary differences    3,067     3,067
  Other                                                  1,691     1,976
  Total deferred tax assets                            $14,483   $13,107
  
  
  Pre-reorganization taxable temporary differences        $ 83       $85
  Software development costs                             1,331       913
  Other                                                              738
  Total deferred tax liabilities                        $1,414    $1,736
  
  
  At December 31, 1998, the Company had net operating loss carryforwards
  ("NOLs") of approximately $28.6 million expiring beginning with the year
  2000 through 2018. 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 ($13.6 million) are subject to annual limitations under U.S. income tax
  rules as a result of the changes in control of the Company.
  
  Current accounting standards require that deferred income taxes reflect the
  tax consequences on future years of differences between the tax bases of
  assets and liabilities and their bases for financial reporting purposes. 
  In addition, future tax benefits, such as NOLs, are required to be
  recognized to the extent that realization of such benefits is more likely
  than not.  A valuation allowance is established for those benefits that do
  not meet the more likely than not criteria. Management believes that it is
  more likely than not that the Company will generate taxable income
  sufficient to realize the tax benefit associated with future deductible
  temporary differences and NOL carryforwards prior to their expiration.
  
  14.     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
  Employees Retirement Income Security Act.  The assets of the U.S. Pension
  Plan at December 31, 1998  include government bonds, equities, mutual funds
  and cash and cash equivalents.
  
  Effective July 1, 1998, the Company amended its defined benefit plan for its
  U.S. operations. The amendment included a change in the determination of
  average annual compensation for the calculation of the defined pension
  benefit.  In addition, the vesting period has decreased from 6 to 5 years
  of service.
  
  
  Benefit plan information for the U.S. Pension Plan is as follows (in
  thousands):
  
                                                     1998           1997
  Reconciliation of benefit obligation
    Obligation at January 1                        $4,502         $3,803
    Service cost                                      425            444
    Interest cost                                     285            294
    Plan amendments                                 (283)               
    Actuarial (gain) loss                            (42)            412
    Benefit payments                                (704)          (451)
  Obligation at December 31                        $4,183         $4,502
  
  Reconciliation of fair value of plan assets
    Fair value of plan assets at January 1         $2,895         $2,709
    Actual return on plan assets                      301            277
    Employer contributions                            311            360
    Benefit payments                                (704)          (451)
  Fair value of plan assets at December 31         $2,803         $2,895
  
  Funded Status
    Funded status at December 31                 $(1,380)       $(1,607)
    Unrecognized prior-service cost                 (512)          (255)
    Unrecognized (gain) loss                        (261)          (177)
  Net amount recognized                          $(2,153)       $(2,039)
  
  
                                                1998      1997       1996
  Components of net periodic pension cost
    Service cost                              $  424    $  444     $  414
    Interest cost                                285       294        267
    Expected return on plan assets             (248)     (277)      (206)
    Amortization of prior service cost          (26)      (18)       (18)
    Amortization of net (gain) loss             (11)        21       (25)
    Net periodic benefit cost                  $ 424     $ 464     $  432
  
  
  Weighted-average assumptions as of
   December 31
    Discount rate                               7.0%      7.5%       8.0%
    Expected return on plan assets              9.0%      9.0%       9.0%
    Rate of compensation increase               5.0%      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,
  1998 include cash equivalents and land and a building.
  
  Benefit plan information for the U.K. Pension Plan is as follows (in
  thousands):
  
                                                      1998           1997
  Reconciliation of benefit obligation
    Obligation at January 1                         $7,505         $5,689
    Service cost                                       706            560
    Interest cost                                      576            455
    Plan amendments                                    730               
    Actuarial (gain) loss                            (610)            818
    Benefit payments                                  (23)           (17)
  Obligation at December 31                         $8,884         $7,505
  
  Reconciliation of fair value of plan assets
    Fair value of plan assets at January 1          $9,588         $6,944
    Actual return on plan assets                       190            428
    Employer contributions                             792          2,233
    Benefit payments                                  (23)           (17)
  Fair value of plan assets at December 31         $10,547         $9,588
  
  Funded status
    Funded status at December 31                    $1,663         $2,083
    Unrecognized prior-service cost                    683               
    Unrecognized loss                                1,170          1,186
  Net amount recognized                             $3,516         $3,269
  
  
                                                1998      1997           1996
  Components of net periodic pension cost
    Service cost                              $  706    $  548          $ 303
    Interest cost                                576       446            285
    Expected return on plan assets             (799)     (420)          (457)
    Amortization of prior service cost            49          
    Amortization of net (gain) loss               15     (224)               
    Net periodic pension cost                  $ 547     $ 350          $ 131
  
  Weighted-average assumptions as of December 31
    Discount rate                                 6.0%    7.0%           8.0%
    Expected return on plan assets                7.0%    8.0%           9.0%
    Rate of compensation increase                 4.0%    5.0%           5.5%
  
  
  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 ($10,000 in 1998 and $9,500 in 1997), whichever is less. 
  Total compensation that can be considered for contribution purposes is
  limited to $160,000.
  
  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 1998, 1997 and 1996, the Company contributed $97,000, $63,000 and
  $51,000, respectively, to the 401(k) Plan. 
  
  
  15.     COMMITMENTS AND CONTINGENCIES
  
  At December 31, 1998, the Company was obligated under operating and capital
  leases covering facility space and equipment as follows (in thousands):
  
                                         Operating             Capital
  
               1999                       $  1,259             $   498
               2000                          1,253                 381
               2001                          1,115                 120
               2002                          1,099                    
               2003                            835                    
               2004 and thereafter           5,779                    
  
  The operating leases contain provisions for escalations and for maintenance
  and real estate taxes.  Total rent expense was $1,125,000, $965,000 and
  $826,000 for 1998, 1997 and 1996, respectively.  The cumulative imputed
  interest in the capital lease obligation was $103,000 at December 31, 1998.
  
  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.
  
  
  16.     RELATED PARTY TRANSACTIONS
  
  The secretary of the Company, a non-executive position, and an individual
  who held a board seat through May 1997 are affiliated with a law firm that
  rendered various legal services to the Company for which the Company
  incurred costs of $248,000, $783,000 and $861,000 during 1998, 1997 and
  1996, respectively.
  
  17.     SEGMENT INFORMATION
  
  In 1998, the Company adopted SFAS 131. Prior period segment information has
  been restated to conform to the requirements of this statement. Chyron's
  businesses are organized, managed and internally reported as two segments. 
  The segments, which are based on differences in products and technologies,
  are Graphics Products and Media Management Systems.
  
  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)
                                              Media    
                                  Graphics**Management*
       Net sales
             1998                    $38,447    $45,263
             1997                     40,716     46,058
             1996                     55,888     26,720
  
       Operating income (loss)
             1998                   $(4,165)   $(1,311)
             1997                    (2,884)      3,148
             1996                     13,985      1,080
  
       Identifiable assets
             1998                    $44,481    $38,635
             1997                     49,500     44,580
             1996                     52,007     39,396
  
       Depreciation and amortization
             1998                    $ 2,548    $ 2,171
             1997                      2,193      1,944
             1996                      1,778      1,342
  
  
  Geographic Areas
  (In thousands)
                             United States**    Europe*      Other
       Net sales
             1998                    $45,954    $33,640     $4,116
             1997                     35,901     40,745     10,128
             1996                     55,446     24,281      2,881
  
       Operating income (loss)
             1998                   $(4,055)   $(1,187)    $ (234)
             1997                    (2,817)      3,157       (76)
             1996                     12,764      1,611        690
  
       Identifiable assets
             1998                    $48,512    $34,539   $     65
             1997                     51,160     42,860         60
             1996                     52,988     38,375         40
  
     *    Includes amount related to Pro-Bel subsequent to its acquisition on
       April 12, 1996.
     **   Operating income includes non-recurring charges in 1998 and 1997 of
       $3,979 and $3,082, respectively.
  
  
  ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS 
            ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
  
                    None.
  
  
  PART III
  
  In connection with the Annual Meeting of Shareholders of the Company, the
  Company intends to furnish Shareholders with proxy material which sets forth
  the information required by Items 10, 11, 12 and 13 of this Part III. 
  Copies of such material will be duly filed with the U.S. Securities and
  Exchange Commission pursuant to Rule 14a-(6)/(c) promulgated under the
  Securities Exchange Act of 1934, as amended, not later than 120 days after
  the end of the fiscal year covered by this Annual Report on Form 10-K.
  
  
  PART IV
  
  
  ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS 
            ON FORM 8-K
  
  
  (a)  (1)  Financial Statements
  
       See index to Consolidated Financial Statements on page 20.
  
       (2)  Financial Statement Schedules
  
       The following Consolidated Financial Statement schedule of Chyron
       Corporation and subsidiaries is included in Item 14(d) found on page
       51:
  
       Schedule II - Valuation and Qualifying Accounts for the Years Ended
       December 31, 1998, 1997 and 1996.
  
       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
  
        None
  
                                                      
                                                      
                                                      
                                                      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                            (8)
  
       (c)  Amendment of Certificate of Incorporation of Chyron 
  Corporation, adopted January 24, 1997               (5)
  
  4.   Instruments defining rights of security holders, including 
  debentures.
  
  (a) Registration Rights Agreement, dated December 27, 1991, 
  between Chyron Corporation and Pesa, Inc.           (2)
  
  (b) 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                             (4)
  
  (c) 8% Subordinated Convertible Debenture Due December 
  31, 2003                                            (8)
  
  (d) Subscription Agreement and Investment Representation for the 
  purchase of the 8% Subordinated Convertible Debenture Due
  December 31, 2003                                   (8)
  
  10.  Material Contracts.
  
  (a) Distribution and License Agreement, dated September 22, 1994,
  between Chyron Corporation and Comunicacion Integral 
  Consultores, S.L.                                   (3)
  
  (b) Termination Agreement, dated November 6, 1995, between 
  Chyron Corporation and Comunicacion Integral Consultores, 
  S.L.                                                (4)
  
  (c) Loan Agreement between Chyron Corporation and NatWest Bank
  N.A. (currently known as Fleet Bank), dated March 28, 1996    (5)
  
  (d) Loan Agreement between Pro-Bel Limited and Barclays Bank, PLC
  dated December 19, 1996 effective January 1997      (5)
  
  (e) Indemnification Agreement between Chyron Corporation and 
  Roi Agneta dated November 19, 1996                  (5) 
  
  (f) Indemnification Agreement between Chyron Corporation and 
  James Coppersmith dated November 19, 1996           (5)
  
  (g) Indemnification Agreement between Chyron Corporation and
  Daniel DeWolf dated November 19, 1996               (5) 
  
  (h) Indemnification Agreement between Chyron Corporation and
  Charles M. Diker dated November 19, 1996            (5) 
  
  (i) Indemnification Agreement between Chyron Corporation and
  Donald P. Greenberg dated November 19, 1996         (5) 
  
  (j) Indemnification Agreement between Chyron Corporation and
  Ray Hartman dated November 19, 1996                 (5) 
  
  (k) Indemnification Agreement between Chyron Corporation and
  Roger Henderson dated November 19, 1996             (5) 
  
  (l) Indemnification Agreement between Chyron Corporation and
  Alan J. Hirschfield dated November 19, 1996         (5) 
  
  (m) Indemnification Agreement between Chyron Corporation and
  Patricia Lampe dated November 19, 1996              (5) 
  
  (n) Indemnification Agreement between Chyron Corporation and
  Wesley W. Lang, Jr. dated November 19, 1996         (5) 
  
  (o) Indemnification Agreement between Chyron Corporation and
  Eugene M. Weber dated November 19, 1996             (5) 
  
  (p) Indemnification Agreement between Chyron Corporation and
  Michael Wellesley-Wesley dated November 19, 1996    (5) 
  
  (q) Employment Agreement between Chyron Corporation and 
  Edward Grebow dated June 5, 1997                    (6)
  
  (r) Indemnification Agreement between Chyron Corporation and 
  Edward Grebow dated June 5, 1997                    (7)
  
  23. Consents and experts of counsel.

  (a) Consent of PricewaterhouseCoopers dated March
  30, 1999                                            (8)


  (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 report on Form
  8-K dated December 27, 1991.
  
  (3)  Incorporated herein in its entirety by reference to the Annual Report
  for the fiscal year ended December 31, 1994 on Form 10-K dated March 24,
  1995.
  
  (4)  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.
  
  (5) 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.
  
  (6)  Incorporated herein in its entirety by reference to the Form 10-Q for
  the quarter ended June 30, 1997 dated August 12, 1997.
  
  (7)  Incorporated herein in its entirety by reference to the Annual Report
  for the fiscal year ended December 31, 1997 on Form 10-K dated March 16,
  1998.
  
  (8)  Incorporated herein in this Annual Report for the fiscal year ended
  December 31, 1998 on Form 10-K dated March 30, 1999.
  
  
  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, 1998
  Allowance for doubtful accounts
                         $3,124         $1,176         $ 419        $3,881
  Inventory reserves
                          8,162          2,996         1,092        10,066
  
  YEAR ENDED DECEMBER 31,1997
  Allowance for doubtful accounts
                          2,850            533           259         3,124
  Inventory reserves
                         12,041          1,887         5,766         8,162
  
  YEAR ENDED DECEMBER 31, 1996
  Allowance for doubtful accounts
                          3,134                          284         2,850
  Inventory reserves
                         12,233                          192        12,041
  Deferred tax assets valuation allowance
                          5,400                        5,400             0
  
  
  
  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/ Edward Grebow
  Edward Grebow
  President and Chief Executive Officer
  
  
  Pursuant to the requirements of the Securities and Exchange Act of 1934,
  this report has been signed below on March 30, 1999, by the following
  persons on behalf of the registrant and in the capacities on the date
  indicated.
  
  
  /s/ Michael Wellesley-Wesley         
  (Michael Wellesley-Wesley)
  Chairman of the Board of Directors
    
  
  /s/ Charles Diker
  (Charles Diker)
  Director
  
  
  /s/ Joseph Flaherty
  (Joseph Flaherty)
  Director
  
  
  /s/ Edward Grebow 
  (Edward Grebow)
  President, Chief Executive Officer and Director                         
  
  
  /s/ Donald Greenberg 
  (Donald Greenberg)
  Director
  
  
  /s/ Roger Henderson 
  (Roger Henderson)
  Director                        
  
  
  /s/ Alan Hirschfield 
  (Alan Hirschfield)
  Director
  
  
  /s/ Dawn Johnston 
  Dawn Johnston
  Chief Financial Officer
  
  
  /s/ Wesley Lang 
  (Wesley Lang)
  Director                        
  
  
  /s/ Eugene Weber 
  (Eugene Weber)
  Director