AMENDED AND RESTATED
  BY-LAWS
  of
  CHYRON CORPORATION
  
  Amended as of October 28, 1998
  
  
  ARTICLE I
  
  Shareholders
  
  Section 1.  Annual Meeting. A meeting of shareholders of the Corporation
  shall be held annually at the principal office of the Corporation in the
  State of New York, at 10:00 A.M. on the first Tuesday in November, or at
  such other place within or without the State of New York, at such other time
  and on such date as may from time to time be fixed by the Board of
  Directors, for the election of directors and for the transaction of such
  other business as may come before the meeting.
  
  Section 2.  Special Meetings. Special meetings of shareholders of the
  Corporation may be called by the Board of Directors or the Chairman, and
  shall be called by the Secretary upon the written request of shareholders
  of record holding at least a majority in number of the issued and
  outstanding shares of the Corporation entitled to vote at such meeting.
  Special meetings shall be held at such place within or without the State of
  New York, at such time and on such date as shall be specified in the call
  thereof. At any special meeting, only such business may be transacted which
  is related to the purpose or purposes set forth in the notice of such
  special meeting.
  
  Section 3.  Notice of Meetings. Written notice of each meeting of
  shareholders stating the place, date and hour thereof and, unless it is an
  annual meeting, the purpose or purposes for which the meeting is called and
  that it is being issued by or at the direction of the person or persons
  calling the meeting, shall be given personally or by mail, not less than ten
  nor more than fifty days before the date of such meeting, to each
  shareholder entitled to vote at such meeting. If mailed, such notice is
  given when deposited in the United States mail, with postage thereon
  prepaid, directed to the shareholder at his or her address as it appears on
  the record of shareholders or, if he or she shall have filed with the
  Secretary a written request that notices to him or her be mailed to some
  other address, then directed to him or her at such other address. If, at any
  meeting, action is proposed to be taken which would, if taken, entitle
  shareholders fulfilling the requirements of Section 623 of the Business
  Corporation Law to receive payment for their shares, the notice of such
  meeting shall include a statement of that purpose and to that effect.
  
  Section 4.  Waiver of Notice. Notice of any meeting of shareholders need not
  be given to any shareholder who submits a signed waiver of notice, in person
  or by proxy, whether before or after the meeting. The attendance of any
  shareholder at a meeting in person or by proxy, without protesting prior to
  the conclusion of the meeting the lack of notice of such meeting, shall
  constitute a waiver of notice by him or her.
  
  Section 5.  Adjournment.  When any meeting of shareholders is adjourned to
  another time or place, it should not be necessary to give any notice of the
  adjourned meeting if the time and place to which the meeting is adjourned
  are announced at the meeting at which the adjournment is taken, and at the
  adjourned meeting any business may be transacted that might have been
  transacted on the original date of the meeting. However, if after such
  adjournment the Board of Directors fixes a new record date for the adjourned
  meeting, a notice of the adjourned meeting shall be given to each
  shareholder of record on the new record date entitled to vote at such
  meeting.
  
  Section 6.  Quorum. Except as otherwise provided by law, the holders of a
  majority of the shares entitled to vote at any meeting of shareholders,
  shall constitute a quorum thereat for the transaction of any business. When
  a quorum is once present to organize a meeting, it is not broken by the
  subsequent withdrawal of any shareholders. The shareholders present may
  adjourn a meeting despite the absence of a quorum.
  
  Section 7.  Proxies. Every shareholder entitled to vote at a meeting of
  shareholders or to express consent or dissent without a meeting may
  authorize another person or persons to act for him or her by proxy. Every
  proxy must be signed by the shareholder or his or her attorney-in-fact. No
  proxy shall be valid after the expiration of eleven months from the date
  thereof unless otherwise provided in the proxy. Every proxy shall be
  revocable at the pleasure of the shareholder executing it, except as
  otherwise provided by law.
  
  Section 8. Voting. Every shareholder of record shall be entitled at every
  meeting of shareholders to one vote for every share standing in his or her
  name on the record of shareholders. Directors shall, except as otherwise
  required by law, be elected by a plurality of the votes cast at a meeting
  of shareholders by the holders of shares entitled to vote in such election.
  Whenever any corporate action, other than the election of directors, is to
  be taken by vote of the shareholders, it shall, except as otherwise required
  by law, be authorized by a majority of the votes cast at a meeting of
  shareholders by the holders of shares entitled to vote thereon.
  
  Section 9. Action Without a Meeting. Any action required or permitted to be
  taken by shareholders by vote may be taken without a meeting on written
  consent, setting forth the action so taken, signed by the holders of all
  outstanding shares entitled to vote thereon.
  
  Section 10.  Record Date. The Board of Directors may fix, in advance, a
  date, which date shall not be more than fifty nor less than ten days before
  the date of any meeting of shareholders nor more than fifty days prior to
  any other action, as the record date for the purpose of determining the
  shareholders entitled to notice of or to vote at any meeting of shareholders
  or any adjournment thereof, or to express consent to or dissent from any
  proposal without a meeting, or for the purpose of determining shareholders
  entitled to receive payment of any dividend or the allotment of any rights,
  or for the purpose of any other action. When a determination of shareholders
  of record entitled to notice of or to vote at any meeting of shareholders
  has been made as provided herein, such determination shall apply to any
  adjournment thereof, unless the Board of Directors fixes a new record date
  for the adjourned meeting.
  
  
  ARTICLE II
  
  Directors
  
  Section 1.  Number and Qualifications.  The number of directors constituting
  the entire Board of Directors shall be three or such other number, but not
  more than ten nor less than three, as a majority of the entire Board of
  Directors may from time to time determine, except that where all the shares
  of the Corporation are owned beneficially and of record by less than three
  shareholders, the number of directors may be less than three but not less
  than the number of shareholders. Directors need not be shareholders of the
  Corporation. Each of the directors shall be at least eighteen years of age.
  
  Section 2.  Election and Term of Office.  At each annual meeting of
  shareholders, directors shall be elected to hold office until the next
  annual meeting of shareholders. Each director shall hold office until the
  expiration of such term, and until his or her successor has been elected and
  qualified, unless he or she sooner die, resign or be removed.
  
  Section 3.  Meetings.  A meeting of the Board of Directors shall be held for
  the election of officers and for the transaction of such other business as
  may properly come before such meeting as soon as practicable after the
  annual meeting of shareholders. Other regular meetings of the Board of
  Directors may be held at such times as the Board of Directors may from time
  to time determine. Special meetings of the Board of Directors may be called
  at any time by the Chairman or by a majority of the directors then in
  office. Meetings of the Board of Directors shall be held at the principal
  office of the Corporation in the State of New York or at such other place
  within or without the State of New York as may from time to time be fixed
  by the Board of Directors.
  
  Section 4.  Notice of Meetings; Adjournment.  No notice need be given of the
  first meeting of the Board of Directors after the annual meeting of
  shareholders or of any other regular meeting of the Board of Directors,
  provided the time and place of such meetings are fixed by the Board of
  Directors. Notice of each special meeting of the Board of Directors and of
  each regular meeting the time and place of which has not been fixed by the
  Board of Directors, specifying the place, date and time thereof, shall be
  given personally, by mail or telegraphed to each director at his or her
  address as such address appears upon the books of the Corporation at least
  two business days (Saturdays, Sundays and legal holidays not being
  considered business days for the purpose of these By-Laws) before the date
  of such meeting. Notice of any meeting need not be given to any director who
  submits a signed waiver of notice, whether before or after the meeting, or
  who attends the meeting without protesting, prior thereto or at its
  commencement, the lack of notice to him or her. Notice of any directors'
  meeting or any waiver thereof need not state the purpose of the meeting. A
  majority of the directors present, whether or not a quorum is present, may
  adjourn any meeting to another time and place. Notice of any adjournment of
  a meeting of the Board of Directors to another time or place shall be given
  to the directors who were not present at the time of the adjournment and,
  unless such time and place are announced at the meeting, to the other
  directors.
  
  Section 5.  Quorum; Voting. At any meeting of the Board of Directors, a
  majority of the entire Board of Directors shall constitute a quorum for the
  transaction of business or of any specified item of business. Except as
  otherwise required by law, the vote of a majority of the directors present
  at the time of the vote, if a quorum is present at such time, shall be the
  act of the Board of Directors.
  
  Section 6.  Participation by Telephone.  Any one or more members of the
  Board of Directors or any committee thereof may participate in a meeting of
  the Board of Directors or such committee by means of a conference telephone
  or similar communications equipment allowing all persons participating in
  the meeting to hear each other at the same time. Participation by such means
  shall constitute presence in person at a meeting.
  
  Section 7.  Action Without a Meeting. Any action required or permitted to
  be taken by the Board of Directors or any committee thereof may be taken
  without a meeting if all members of the Board of Directors or such committee
  consent in writing to the adoption of a resolution authorizing the action.
  The resolution and the written consents thereto by the members of the Board
  of Directors or such committee shall be filed with the minutes of the
  proceedings of the Board of Directors or such committee.
  
  Section 8.  Committees. The Board of Directors, by resolution adopted by a
  majority of the entire Board of Directors, may designate from among its
  members an Executive Committee and other committees, each consisting of
  three or more directors. Each such committee, to the extent provided in such
  resolution, shall have all the authority of the Board of Director, except
  that no such committee shall have authority as  to the following matters:
  (a) the submission to shareholders of any action that needs shareholders'
  approval pursuant to law, (b) the filling of vacancies in the Board of
  Directors or in any committee, (c) the fixing of the compensation of the
  directors for serving on the Board of Directors or on any committee, (d) the
  amendment or repeal of these By-Laws, or the adoption of new By-Laws, or (e)
  the amendment or repeal of any resolution of the Board of Directors which
  by its terms shall not be so amendable or repealable. The Board of Directors
  may designate one or more directors as alternate members of any such
  committee, who may replace any absent member or members at any meeting of
  such committee. Each such committee shall serve at the pleasure of the Board
  of Directors.
  
  Section 9.  Removal; Resignation. Any or all of the directors may be removed
  for cause or without cause by vote of the shareholders, and any of the
  directors may be removed for cause by action of the Board of Directors. Any
  director may resign at any time, such resignation to be made in writing and
  to take effect immediately or on any future date stated in such writing,
  without acceptance by the Corporation.
  
  Section 10. Vacancies. Newly created directorships resulting from an
  increase in the number of directors and vacancies occurring in the Board of
  Directors for any reason may be filled by vote of the Board of Directors or
  by vote of the shareholders. If any newly created directorship or vacancy
  is to be filled by vote of the Board of Directors and the number of
  directors then in office is less than a quorum, such newly created
  directorship or vacancy may be filled by vote of a majority of the directors
  then in office. A director elected to fill a vacancy, unless elected by the
  shareholders, shall hold office until the next meeting of shareholders at
  which the election of directors is in the regular order of business, and
  until his or her successor been elected and qualified, and any director
  elected by the shareholders to fill a vacancy shall hold office for the un-
  expired term of his or her predecessor unless, in either case, he or she
  shall sooner die, resign or be removed.
  
  ARTICLE III
  
  Officers
  
  Section 1. Election; Qualification.  At the first meeting of the Board of
  Directors and as soon as practicable after each annual meeting of
  shareholders, the Board of Directors shall elect or appoint a Chairman of
  the Board, one or more Vice Chairman, a President, one or more Vice-
  Presidents, a Secretary and a Treasurer, and may elect or appoint at such
  time and from time to time such other officers as it may determine. No
  officer need be a director of the Corporation. Except as otherwise provided
  by law, one person may be elected or appointed to more than one office. When
  all of the issued and outstanding stock of the Corporation is owned by one
  person, such person may hold all or any combination of offices.
  
  Section 2.  Term of Office; Vacancies. All officers shall be elected or
  appointed to hold office until the meeting of the Board of Directors
  following the next annual meeting of shareholders. Each officer shall hold
  office for such term, and until his or her successor has been elected or
  appointed and qualified unless he or she shall earlier resign, die, or be
  removed. Any vacancy occurring in any office, whether because of death,
  resignation or removal, with or without cause, or any other reason, shall
  be filled by the Board of Directors.
  
  Section 3.  Removal; Resignation. Any officer may be removed by the Board
  of Directors with or without cause. Any officer may resign his or her office
  at any time, such resignation to be made in writing and to take effect
  immediately or on any future date stated in such writing, without acceptance
  by the Corporation.
  
  Section 4.  Powers and Duties of the Chairman of the Board. The Chairman of
  the Board shall be the chief executive officer of the Corporation and shall
  have the general charge of the business, affairs and property thereof,
  subject to the direction of the Board of Directors, and shall have general
  supervision over its officers and agents. He shall preside at all meetings
  of the shareholders and the Board of Directors. The Chairman of the Board
  shall have such other powers and shall perform such other duties as may from
  time to time be assigned to him or her by the Board of Directors.
  
  Section 5.  Powers and duties of the Vice-Chairman. The Vice Chairman shall
  perform the duties of the Chairman of the Board in the absence or inability
  to act of the Chairman of the Board. The Vice Chairman shall have such
  powers and shall perform such duties as may from time to time be assigned
  to him or her by the Board of Directors.
  
  Section 6.  Powers and Duties of the President. The President shall be the
  chief operating officer of the Corporation and shall have general charge and
  supervision of its business, affairs, administration and operations. The
  President shall from time to time make such reports concerning the
  Corporation as the Board of Directors may direct. The President shall
  preside at all meetings of shareholders and the Board of Directors in the
  absence of the Chairman of the Board and Vice Chairman. The President shall
  have such other powers and shall perform such other duties as may from time
  to time be assigned to him or her by the Board of Directors.
  
  Section 7.  Powers and Duties of the Vice-Presidents. Each of the Vice-
  Presidents shall have such powers and shall perform such duties as may from
  time to time be assigned to him or her by the Board of Directors.
  
  Section 8.  Powers and Duties of the Secretary. The Secretary shall record
  and keep the minutes of all meetings of shareholders and of the Board of
  Directors. The Secretary shall attend to the giving and serving of all
  notices by the Corporation. The Secretory shall be the custodian of, and
  shall make or cause to be made the proper entries in, the minute book of the
  Corporation and such books and records as the Board of Directors may direct.
  The Secretary shall be the custodian of the seal of the Corporation and
  shall affix or cause to be affixed such seal to such contracts, instruments
  and other documents as the Board of Directors may direct. The Secretary
  shall have such other powers and shall perform such other duties as may from
  time to time be assigned to him or her by the Board of Directors.
  
  Section 9.  Powers and Duties of the Treasurer. The Treasurer shall be the
  custodian of all funds and securities of the Corporation. Whenever required
  by the Board of Directors, the Treasurer shall render a statement of the
  Corporation's cash and other accounts, and shall cause to be entered
  regularly in the proper books and records of the Corporation to be kept for
  such purpose full and accurate accounts of the Corporation's receipts and
  disbursements. The Treasurer shall at all reasonable times exhibit the
  Corporation's books and accounts to any director of the Corporation upon
  application at the principal office of the Corporation during business
  hours. The Treasurer shall have such other powers and shall perform such
  other duties as may from time to time be assigned to him or her by the Board
  of Directors.
  
  Section 10.  Delegation.  In the event of the absence of any officer of the
  Corporation or for any other reason that the Board of Directors may deem
  sufficient, the Board of Directors may at any time and from time to time
  delegate all or any part of the powers or duties of any officer to any other
  officer or officers or to any director or directors.
  
  ARTICLE IV
  
  Shares
  
  The shares of the Corporation shall be represented by certificates signed
  by the Chairman of the Board, Vice Chairman or the President and by the
  Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer,
  and may be sealed with the seal of the Corporation or a facsimile thereof. 
  Each certificate representing shares shall state upon the face thereof (a)
  that the Corporation is formed under the laws of the State of New York, (b)
  the name of the person or persons to whom it is issued, (c) the number and
  class of shares which such certificate represents and (d) the designation
  of the series, if any, which such certificate represents.
  
  ARTICLE V
  
  Execution of Documents
  
  All contracts, instruments, agreements, bills payable, notes, checks,
  drafts, warrants or other obligations of the Corporation shall be made in
  the name of the Corporation and shall be signed by such officer or officers
  as the Board of Directors may from time to time designate.
  
  ARTICLE VI
  
  Seal
  
  The seal of the Corporation shall contain the name of the Corporation, the
  words "Corporate Seal," the year of its organization, and the words "New
  York."
  
  ARTICLE VII
  
  Indemnification of Directors, Officers, Employees and Agents
  
  Any director, officer, employee, or agent of the Corporation made or
  threatened to be made a party to an action or proceeding, whether civil,
  criminal, administrative, or investigative, and whether or not the claim
  asserted against such person is based on matters which antedate the adoption
  of this Article VII, by reason of the fact that he, his testator, or his
  intestate then, is, or was a director, officer, employee, or agent of the
  Corporation, or then serves or has served any other entity in any capacity
  at the request of the Corporation, shall be indemnified by the Corporation
  against any and all expenses (including reasonable attorneys' fees and
  expenses), costs, judgments, and fines, and any amounts paid in settlement
  of a claim to the full extent that officers and directors are permitted to
  be indemnified by the laws of the State of New York at the time such
  expenses, costs, judgments, fines, and amounts are paid, or at the time the
  acts or  omissions complained of occurred, whichever give the greater
  protection.
  
  ARTICLE VIII
  
  Fiscal Year
  
  The fiscal year of the Corporation shall be determined by resolution of the
  Board of Directors.
  
  ARTICLE IX
  
  Amendment of By-Laws
  
  Except as otherwise provided by law, these By-Laws may be amended or
  repealed, and any new By-Law may be adopted, by vote of the holders of the
  Shares at the time entitled to vote in the election of any directors or by
  a majority of the entire Board of Directors, but any by-law adopted by the
  Board of Directors may be amended or repealed by the shareholders entitled
  to vote thereon as herein provided.