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, 1996
                    Commission File Number 1-9014
                                   
                                          CHYRON CORPORATION
        (Exact name of registrant as specified in its charger)
                                    
            New York                           11-2117385
   (State or other jurisdiction  (I.R.S. Employer Identification No.)     
                                 of incorporation or organization)
   
   
       5 Hub Drive, Melville, New York                 11747
   (Address of principal executive offices)         (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              New York Stock Exchange      
       
          (Title of Class)           (Name of exchange on which
   registered)
   
   Common Stock Purchase Warrants expiring January 31, 1996               
           
                                    Chicago 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 14, 1997 was $68,754,901.
   
   The number of shares outstanding of the issuer's common stock, par value
   $.01 per share, on March 14, 1997 was 32,384,635.
   
            APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
             PROCEEDINGS DURING THE PRECEDING FIVE YEARS
                                               
   Indicate by a check mark whether the Registrant has filed all documents
   and reports required to be filed by Section 12, 13 or 15(d) of the
   Securities Exchange Act of 1934 subsequent to the distribution of
   securities under a plan confirmed by a court.
   
                   YES   X          NO            
                                         
                 DOCUMENTS INCORPORATED BY REFERENCE
                                    
   Item 10 (Directors and Executive Officers of the Registrant), Item 11
   (Executive Compensation), Item 12 (Security Ownership of Certain
   Beneficial Owners and Management) and Item 13 (Certain Relationships and
   Related Transactions) will be incorporated into the Company's Proxy
   Statement to be filed within 120 days of December 31, 1996 and are
   incorporated herein by reference.
   
   
   
                 Exhibit index is located on page 55
                 This document consists of 228 pages
                                    
   
                                PART I
                                    
   ITEM 1. BUSINESS
   
   General Information Regarding the Company
   
   Chyron Corporation ("Chyron") 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"; collectively
   with Chyron, the "Company").  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 Early, Reading, Berks RG6 4PB and its
   telephone number is 44-1734-86-61-21.
   
   On September 17, 1990, Chyron and its subsidiaries sought relief under
   Chapter 11 of the United States Bankruptcy Code.  On December 27, 1991,
   Chyron emerged from bankruptcy.  Pursuant to its plan of reorganization,
   Chyron issued to its banks shares of Common Stock which represented 81%
   of the voting power and beneficial ownership of all the issued and
   outstanding Common Stock on a fully diluted basis.  Such shares of Common
   Stock were then purchased from the banks by Pesa, Inc. ("Pesa").  An
   aggregate of 4,666,666 shares of Common Stock owned by Pesa were
   eventually acquired by Sepa Technologies Ltd., Co. ("Sepa"), an affiliate
   of Pesa.
   
   In May 1995, CC Acquisition Company A, L.L.C., a Delaware limited
   liability company ("CCA"), acquired 3,333,333 shares of Common Stock from
   Pesa.  In July 1995, control of Chyron was transferred through the sale
   of an additional 18,138,238 shares of Common Stock by Pesa and Sepa to
   (i) CC Acquisition Company B, L.L.C., a Delaware limited liability
   company ("CCB"); (ii) various funds managed by Weiss, Peck & Greer,
   L.L.C. ("Weiss, Peck & Greer"); and (iii) Westpool Investment Trust plc
   ("Westpool") (Weiss, Peck & Greer and Westpool are collectively referred
   to as the "WPG/Westpool Investment Group").  In addition, Sepa and other
   parties transferred the voting control over an aggregate of 3,000,000
   shares of Common Stock to these entities.  As of March 10, 1997, CCA and
   CCB together beneficially own 8,455,297 shares of Common Stock and the
   WPB/Westpool Investor Group beneficially own in the aggregate 15,774,432
   shares.  
   
   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.  
   
   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 new 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
   
   Graphics and character generators.  Chyron's family of iNFiNiT! products
   use a digital computer and electronic storage to permit operators to
   create images capable of being broadcast either independently or
   superimposed on other images.  Images broadcast directly from the system
   have included election results, stock market quotations, sports scores,
   commercial advertising and promotional material.  Superimposed images are
   similarly used for a variety of purposes such as identifying speakers
   during interviews or displaying statistics during sports telecasts.  
   
   The flagship iNFiNiT! is a dual-user graphics workstation with one to
   three output channels, each with a dedicated key signal.  MAX!> is a
   signal-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 to
   the iNFiNiT!.  In September 1996, the Company introduced WiNFiNiT!, an
   optional PC-based graphical user interface which utilizes the Microsoft
   Windows NT operating system.
   
   Still store management systems.  IMAGESTOR!  offers real-time playback
   of uncompressed video frames and instant access to thousands of one-line
   or archived images.  Live newscasters and broadcast trucks use IMAGESTOR!
   for live video capture as well as for image storage retrieval for on-air
   display.  The IMAGESTOR! system allows on-line storage of 2,000 still
   images with optional additional storage available.  The library of stills
   can be searched and sorted by criteria, keywords and other attributes. 
   Users can create a playlist of images for automatic playback during live
   on-air operations and embed the selected still images with effects such
   as cut, dissolve, wipe, push, reveal and hide.  IMAGESTOR! is available
   as a stand-alone workstation or a database file management software
   program for use with Chyron's iNFiNiT! family of graphics systems.
   
   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.  
   
   Electronic paint and animation systems and software.  Chyron's Liberty
   family of paint and animation tools are resolution-independent, non-
   linear, digital image processing systems and software.  Liberty products
   are used to create, edit and composite special visual effects in an on-
   line, real-time environment.  Liberty products have been used for high-
   end film applications and have created special effects for major feature
   films, including Casino and Broken Arrow.  Liberty products operate on
   various Silicon Graphics workstations 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.  
   
   Signal Management Systems
   
   Switching and routing systems.  Under the Pro-Bel name, the Company
   provides a complete range of control solutions for matrix systems which
   process and distribute multimedia signals.  The PROCION product offers
   a range of IBM PC/Windows touch screen control systems which are easy to
   use and configure.  System 3 provides a push button control panel which
   can utilize simple signal matrix solutions and multi-matrix installations
   with integrated tie-line management.  System 3 and PROCION can co-exist
   for maximum flexibility.
   
   The new XD series of digital router switchers are large-scale routing
   systems that can produce high-performance signal distribution across a
   wide spectrum of applications.  The TM Series are compact digital routing
   switchers that provide a cost-effective solution for users moving from
   analog to digital distribution and for smaller scale routing solutions
   such as remote broadcast vehicles.  The HD series of routing switchers
   includes matrix products for digital and analog video, digital and analog
   audio and RS422 machine control.
   
   Intercom/talkback.  The Trilogy Commander 400 Series combines Digital
   Signal Processing ("DSP") audio techniques with control technology to
   produce a digital intercom/talkback system.  The system is supplied with
   IBM compatible PC-based editing and control panels to manage audio
   crosspoints.  Intercom systems are implemented in a wide range of
   applications including television and radio broadcast facilities,
   airports, hospitals, outside and remote broadcast trucks, post-production
   suites and leisure complexes.
   
   Control and Automation Systems
   
   Master control, storage and station automation.  Pro-Bel has developed
   a suite of products which are designed to process video, audio and
   related data signals, automate playout of the signals and manage media
   signal storage devices in the master control and transmission suites.
   
   MAPP is a Windows-based, video server management and control system. 
   MAPP provides facilities 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.
   
   The COMPASS station automation system provides comprehensive station
   automation capability to major broadcasters that have complex playlists. 
   Video tape cartridge machines, video servers and other devices are
   typically interfaced by high speed data links which allow the system to
   control the devices according to a playlist schedule.  The automation
   system monitors all functions to check for discrepancies such as time
   errors, machines not available for control or manual intervention.
   
   The Company's digital master control switcher TX-220 employs component
   digital and AES/EBU digital audio signal processing.  Features include
   10 bit component digital video/audio processing with an analog option,
   up to 4 AES/EBU levels, stand-alone operation with an upstream keyer,
   multifunction plasma display, simple user friendly manual control and
   full integration with the compass Automation System.  The master control
   switcher switches and combines video and audio content signals from
   various devices, such as video tape machines, disk based video servers,
   character generators and still storage systems, to produce seamless
   program flow for distribution to the final program delivery channel.
   
   Electronic editing control systems.  The CMX OMNI family of edit
   controllers are designed to control and operate edit suite equipment. 
   CMX OMNI systems are flexible, configurable and easy to operate.  They
   are capable of controlling over 200 types of edit suite devices developed
   by other manufacturers, including video tape recorders, video disks,
   production control switchers, digital video effects equipment, time base
   correctors and audio equipment.
   
   Marketing and Sales
   
   The Company markets its products and systems to traditional broadcast,
   production and post-production facilities, government agencies,
   educational institutions and telecommunications and corporate customers.
   
   In order to maintain and increase awareness of its products, the Company
   displays at the major domestic and international trade shows of the
   broadcast and computer graphics industries.  In the United States, the
   Company exhibits at the National Association of Broadcasters (NAB) and
   ACM SIGGRAPH conventions.  It also exhibits at the International
   Broadcasters Conventions (IBC) in Europe, INTERBEE in Japan and
   Broadcast-Asia in China.  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 several representatives covering
   specific territories.  Some of the dealers have been granted exclusive
   rights to sell certain products in specified territories.  During 1996,
   the Company opened a sales and support office in Hong Kong in order to
   better service the growing market of Asia.  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 hour 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), Atlanta (Georgia) and Burbank (California)
   centers.  The Company also conducts on-site training.  Installation
   assistance, hardware and software, maintenance contracts and spare parts
   are made available by Company.  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 90 days to five
   years.
   
   Research and Development
   
   The Company's research and product development, conducted in Melville,
   New York, Reading, United Kingdom and Santa Clara, California is focused
   on the continued enhancement of its existing products and the development
   of new ones.
   
   Historically, the Company has oriented 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.
   
   During 1996, 1995 and 1994, the Company expensed approximately $5.3
   million, $4.1 million and $4.2 million, respectively, for research and
   development and amortization of capitalized 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 subassemblies.  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 market for graphics imaging, editing and animation systems, signal
   routing systems and media storage systems is highly competitive and is
   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 Company 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, Digital Graphix Inc.,
   Dynatech Corporation, Quantel Inc. and Scitex Corporation Ltd.  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 Accom, Inc., 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.  
   
   Backlog
   
   The Company's backlog of orders at December 31, 1996 approximated $4
   million.  The Company believes these orders to be firm and expects to
   fulfill the entire amount of this backlog in 1996.
   
   Employees
   
   As of December 31, 1996, the Company employed 405 persons on a full-time
   basis, including 63 in sales and marketing, 159 in manufacturing and
   testing, 39 in customer support, service and training, 50 in finance and
   administration and 94 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 Company currently has seven patents.  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, PROCION and
   PROCION INNOVATIVE CONTROL SOLUTIONS 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.  The duration of patents
   in the United States is 20 years from priority or 17 years from issuance. 
   As a result, the Company's existing patents will begin to expire
   commencing in the year 1998.  
   
   Government Regulations
   
   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.
   
   ITEM 2. FACILITIES
   
   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 15,000 square feet in Santa Clara, California for
   research and development.  This lease expires on October 31, 1997.  In
   the United Kingdom, the Company's executive office is located in Reading,
   United Kingdom where it owns an approximately 19,000 square foot
   facility.  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 October 31, 1997 through
   September 24, 2020.  Currently, the Company is considering expanding its
   Andover facility but has not made any lease commitments.  The Company
   currently utilizes 90% to 100% of the space of all of its facilities.
   Management currently believes that, other than the Andover facility, each
   facility is suitable for its existing operations and does not foresee the
   need for any significant expansion of its current facilities.
   
   ITEM 3. LITIGATION
   
   The Company is a party to Percival Hudgins & Company, Inc. v. Chyron
   Corporation v. John Percival, pending in the United States District
   Court, North District of Georgia (Atlanta), Civil Action No. 1 95-CV-CAM. 
   This is a breach of contract action for an alleged success fee in
   connection with the sale of Common Stock by Pesa and Sepa to the new
   investment group.  Plaintiff alleges that such transaction was subject
   to the terms of its engagement letter with the Company.  Plaintiff seeks
   damages of approximately $600,000 together with counsel fees.  The
   Company has answered, denying all material allegations, and has asserted
   a third party claim against plaintiff's principal, alleging that he, as
   a director of the Company while his investment banking firm was engaged
   by the Company, breached his fiduciary duties to the Company and is
   liable for any amounts that might be awarded to plaintiff, together with
   counsel fees.  Plaintiff has recently amended the complaint to add a
   claim for quantum meruit.  Discovery is continuing.
   
   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
   
   On January 24, 1997, at a Special Meeting of Shareholders, the Company's
   shareholders' ratified a one-for-three reverse stock split of its common
   stock which was effective February 10, 1997.  77,162,761 shares were
   voted for the proposal, 2,876,490 shares were voted against the proposal
   and 169,212 shares abstained.
   
                               PART II
                                    
   ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED           
           SECURITY HOLDERS MATTERS
   
   Principal Market
   
   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 December 31, 1996 was 8,100.  
   
   The following table sets forth the high and low reported sales price for
   the common stock adjusted to reflect the reverse stock split.
   
                
                             Price Range of Common Stock                  
                                      High     Low          
   Year Ended December 31, 1996
     Fourth Quarter.............    $15.375  $ 8.25
     Third Quarter..............     19.875   12.00
     Second Quarter.............     18.750   9.375
     First Quarter..............     10.125   6.375
   
   Year Ended December 31, 1995
     Fourth Quarter.............    $8.625   $5.250
     Third Quarter..............     9.000    2.438
     Second Quarter.............     3.000    1.500
     First Quarter..............     2.250    1.125
   
   On March 14, 1997, the closing price of the Company's common stock as
   reported on the NYSE was $6.50.
   
   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.  During the term of its loan agreement with Fleet Bank (formerly
   NatWest Bank), the Company is prohibited from paying dividends in excess
   of 25% of its net income for the then current fiscal year.
   
   ITEM 6. SELECTED FINANCIAL DATA
           (In thousands, except per share amounts)
           
   
                                       Year Ended December 31,
                              1996(1)    1995    1994     1993    1992
   Statement of Operations Data:
   Net sales................. $82,608 $53,971 $42,762  $37,391 $29,715
   Cost of products sold.....  39,941  22,746  18,912   16,816  12,512
   Gross profit..............  42,667  31,225  23,850   20,575  17,203
   
   Operating expenses:
   Selling, general and
   administrative............  22,349  17,066  14,301   13,452  11,300
   Research and development..   5,253   4,105   4,163    3,573   2,964
   Management fee............           2,911   1,139      800     891
   West Coast restructuring
   charge (recapture)........          (1,339) 12,716
   Total operating expenses..  27,602  22,743  32,319   17,825  15,155
   
   Operating income (loss)...  15,065   8,482  (8,469)   2,750   2,048
   Interest and other 
   expense, net..............   1,666     536     525      714     445
   Income (loss) before 
   provision for income 
   taxes.....................  13,399   7,946  (8,994)   2,036   1,063
   Income tax/equivalent
   provision.................   4,745     470              760     598
   
   Net income (loss)......... $ 8,654 $ 7,476 $(8,994) $ 1,276 $ 1,005
   Net income (loss) per 
   common share(2)........... $  0.27 $  0.25 $ (0.31) $  0.05 $  0.04
   Weighted average number
   of common and common 
   equivalent shares 
   outstanding(2)............  32,327  30,382  28,962   25,295  23,514
   
   
                                             December 31,
                                 1996    1995    1994     1993    1992
   Balance Sheet Data:
   Cash and cash equivalents. $ 4,555 $ 5,012 $ 1,555  $   213 $   403
   Working capital...........  41,867  28,221  12,103   13,256  11,692
   Total assets..............  91,403  44,332  28,644   38,516  35,623
   Long-term obligations.....  16,324   4,911   4,829      200   3,000
   Shareholders' equity......  53,946  29,983  13,776   22,627  17,882
   
   (1) Includes the operations of Pro-Bel since its acquisition by the
   Company on April 12, 1996.  The acquisition was accounted for as a
   purchase.  See Note 2 to the Consolidated Financial Statements.
   (2) Adjusted to reflect the Reverse Stock Split which was ratified by the
   Company's shareholders on January 24, 1997.
   
   ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS
   
   From time to time, the Company may publish forward looking statements
   relating to such matters as anticipated financial performance, business
   prospects, technological developments, 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 the following:
   product concentration in a mature market, dependence on the emerging
   digital market, rapid technological changes, highly competitive
   environment, new product introductions, seasonality, fluctuations in
   quarterly operations results, expansion into new markets and the
   Company's ability to implement successfully its acquisition and alliance
   strategy.
   
   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.  The Company introduced the iNFiNiT!, its flagship product, in late
   1990.  Subsequently, the Company has introduced a broad range of graphics
   products such as the MAX!> and MAXINE!, CODI, LIBERTY, WiNFiNiT! and
   IMAGESTOR!.  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 in 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 net sales have increased from $29.7 million in 1992 to
   $82.6 million in 1996, while gross profit has increased from $17.2
   million in 1992 to $42.7 million in 1996.  Net income was $1.0 million
   in 1992 and $8.7 million in 1996.
   
   The Company was incorporated under the laws of the State of New York on
   April 8, 1966.  The Company filed for Chapter 11 protection in September
   1990 and emerged from Chapter 11 in December 1991.   In 1994, the Company
   restructured its West Coast operations, resulting in a charge of
   approximately $12.7 million.  In 1995, a new investor group obtained
   control, a new executive management team was put in place, a new Board
   of Directors was elected and a new business strategy was adopted.
   
   The Company's current business strategy includes the following key
   elements: (i) maintain and enhance its leadership position in current
   markets; (ii) provide upgrades to existing equipment; (iii) cross sell
   products to its existing customers; (iv) address low-end and emerging
   markets; (v) expand it global presence; (vi) pursue strategic
   acquisitions and alliances; and (vii) 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.
   
   Acquisition of Pro-Bel
   
   On April 12, 1996, the Company acquired Pro-Bel, located in Reading,
   United Kingdom.  Pro-Bel develops, manufactures and markets signal
   management systems and control and automation systems.  The aggregate
   consideration of $19.1 million consisted of $6.9 million in cash, $5.3
   million in two-year promissory notes and 1,048,735 restricted shares of
   Common Stock valued at $6.9 million.
   
   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
   value 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 Real Time
   Synthesized Entertainment Technology, Ltd. ("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 Common Stock.  In addition, the Company was granted
   certain call option rights which, if and when exercised, allows the
   Company to purchase up to a 51% interest in RT-SET in exchange for the
   issuance of additional shares of 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 and the
   remainder will be released upon a public offering of RT-SET's equity or
   upon RT-SET achieving two consecutive years of profitability.  Prior to
   any public offering by RT-SET or achievement of the aforementioned
   profitability, the Company has the right to recover the remaining two-
   thirds of its shares held in escrow in exchange for its interest in RT-
   SET.  The transaction has been recorded as the purchase of a right to
   acquire a 19% interest in RT-SET which was diluted to 17% as a result of
   a subsequent investment by a third party.  RT-SET shall retain the voting
   rights with respect to the escrowed shares while such shares are held by
   the escrow agent.  The acquisition was recorded at the estimated fair
   value of the restricted shares of Common Stock released from escrow.  
   
   Year Ended December 31, 1996 Compared to Year Ended December 31, 1995
   
   Net Sales.  Net sales increased 53.1% to $82.6 million in 1996 from $53.9
   million in 1995.  Over 85% of the $28.7 million increase was attributable
   to the inclusion, since April 1996, of Pro-Bel's sales; Chyron's graphic
   products showed modest growth.  The Company's net sales consist of
   product sales, upgrades and enhancements and rental income as well as
   customer service revenue.
   
   Gross Profit.  Gross profit increased to $42.7 million in 1996 from $31.2
   million in 1995.  This increase was primarily attributable to the 53.1%
   increase in net sales.  Gross margin as a percentage of net sales
   decreased to 51.6% in 1996 from 57.9% in 1995.  This decrease was caused
   primarily by the inclusion since April 1996 of net sales of Pro-Bel
   products, which historically have had lower gross margins.  The gross
   margin for the Chyron product lines decreased slightly, primarily as a
   result of the product mix for the year.  Customer service costs are
   included in selling, general and administrative expenses and are not
   material.
   
   Selling, General and Administrative Expenses.  Selling, general and
   administrative expenses increased 31.0% to $22.3 million in 1996 from
   $17.1 million in 1995.  As a percentage of net sales, selling, general
   and administrative expenses decreased to 27.0% in 1996 from 31.6% in
   1995.  The increase in dollars was primarily due to the inclusion of Pro-
   Bel's operations since April 1996 and the  accounting for the acquisition
   under the purchase method resulting in amortization of excess purchase
   price over net tangible assets and increased depreciation, as well as
   increased costs as a direct result of increased sales volume.  The
   decrease as a percentage of net sales was affected by the incurrence in
   1995 of $443,000 of one-time legal and investment banking fees (incurred
   with respect to the undertaking of the Special Transaction Committee of
   the Board of Directors, which  was appointed in connection with the
   potential change in control of the Company) and $430,000 of severance
   costs for former management.
   
   Research and Development Expenses.  Research and development expenses
   increased 27.9% to $5.3 million in 1996 from $4.1 million in 1995.  This
   increase was primarily due to the inclusion of Pro-Bel's research and
   development expenditures since April 1996.  Research and development
   expenses related to Chyron's product lines decreased in 1996 in part due
   to an increase of approximately $800,000 in the amount of software
   capitalized and an increased percentage of research and development
   undertaken internally instead of by outside consultants.
   
   Interest and Other Expense, Net.  Interest and other expense, net,
   increased 210.8% to $1,666,000 in 1996 from $536,000 in 1995.  In
   conjunction with the Pro-Bel acquisition, the Company entered into
   various agreements with a bank, issued promissory notes (payable in
   pounds sterling) to the shareholders of Pro-Bel and assumed Pro-Bel's
   existing bank debt, all of which led to an increase of $866,000 in
   interest expense for the year.  Net foreign currency transaction losses
   of $264,000 have been recognized in 1996 due to the change in the
   exchange rate from date of acquisition of Pro-Bel to December 31, 1996.
   
   Income Before Provision for Income Taxes.  Income before provision for
   income taxes increased 68.6% to $13.4 million in 1996 from $7.9 million
   in 1995, primarily due to the improved operating income of Chyron coupled
   with the addition of the operating income generated by Pro-Bel.
   
   Income Taxes/Equivalent Provision.  Income taxes/equivalent provision
   increased to $4.7 million in 1996 from $470,000 in 1995, primarily
   because in 1995 an income tax benefit of approximately $2.2 million was
   realized as a result of the 1994 West Coast restructuring.  The increase
   was also due to increased income before income taxes in 1996.
   
   Year Ended December 31, 1995 Compared to the Year Ended December 31, 1994
   
   Net Sales.  Net sales increased 26.2% to $54.0 million in 1995 from $42.8
   million in 1994.  This increase was primarily due to increased sales of
   the Company's character generator lines.  The iNFiNiT! product line
   showed the largest dollar growth at $6.4 million, or approximately 41%,
   with the MAX!> line showing the largest percentage growth at
   approximately 65%, or $4.7 million.  Increases in net sales also reflect
   growth in the Company's MAXINE! product line, sales of which grew $2.4
   million, or approximately 39%, over the prior year.  The growth in sales
   has been both domestically and abroad.  These increases were partially
   offset by the lack of sales from products discontinued in connection with
   the West Coast restructuring.
   
   Gross Profit.  Gross profit increased 30.9% to $31.2 million in 1995 from
   $23.9 million in 1994.  This increase was primarily due to the 26.2%
   increase in net sales.  Gross margin as a percentage of net sales
   increased to 57.9% in 1995 from 55.9% in 1994 mainly due to increased
   manufacturing efficiencies and management's cost reduction efforts.
   
   Selling, General and Administrative Expenses.  Selling, general and
   administrative expenses increased 19.3% to $17.1 million in 1995 from
   $14.3 million in 1994.  This increase was primarily due to (i) legal and
   investment banking fees of $443,000, incurred with respect to the
   undertakings of the Special Transaction Committee of the Board of
   Directors, which had been appointed in connection with the potential
   change in control of the Company, (ii) the accrual of $430,000 of
   severance payments for former management and (iii) increases due to
   increases in costs related to the 26.2% increase in net sales.  These
   increases were offset by cost cutting measures instituted by the Company
   as part of the West Coast restructuring in 1994 resulting in a decrease
   in selling, general and administrative expenses as a percentage of net
   sales to 31.7% in 1995 from 33.4% in 1994.
   
   Research and Development Expenses.  Research and development expenses
   decreased 1.4% to $4.1 million in 1995 from $4.2 million in 1994.  This
   decrease was primarily due to benefits recognized as part of the
   Company's West Coast restructuring in the third quarter of 1994, which
   eliminated costs related to the Company's unprofitable product lines. 
   Exclusive of 1994 costs related to unprofitable product lines, research
   and development expenses increased by $359,000 in 1995.  This increase
   was primarily due to additional expenditures for new product development
   to address emerging markets targeted by the Company as well as the
   development of new features for the Company's existing products. 
   Research and development expenses include the amortization of software
   development costs, which increased by $82,000 in 1995 due to the release
   of new options in 1995 for the Company's character generator product
   lines.
   
   Management Fee.  In December 1991, the Company entered into a management
   agreement (the "Management Agreement") with an affiliate of Sepa to
   provide business and technical services to the Company.  This agreement
   was subsequently transferred to Sepa.  In December 1995, the Company
   (under its new management) agreed to terminate the Management Agreement
   upon payment to Sepa of $2.0 million.  Pursuant to the original
   Management Agreement, the Company would have paid $1.5 million in both
   1996 and 1997.
   
   West Coast Restructuring (Recapture).  As of September 30, 1994, the
   Company's West Coast operations, CMX and Aurora, reflected a continuing
   trend of poor operating performance.  Due to these disappointing results,
   the lack of certain products in the high growth sector of the market and
   the strategic decision by management to redirect its product lines to a
   broader base market and to reengineer its research and development focus,
   the Company initiated a plan to restructure the West Coast operations.
   
   Consequently, the Company decided to eliminate unprofitable product lines
   such as CMX 6000, Cinema, Gemini, LSI and the 3500 and 3600 series
   product lines, reduce the West Coast workforce by 30% (or 12 employees),
   write-down to estimated net realizable value certain assets directly
   attributable to the initiative and focus, dispose of certain assets,
   accrue losses for the restructuring period of October 1, 1994 through
   March 31, 1995 and downsize the Company's Santa Clara, California
   facility.
   
   The result of these measures was a restructuring charge of $12.7 million
   for the West Coast operations and subsequently a recapture of $1.3
   million of such charge in 1995.  The specific components of the
   restructuring charge broken-out between asset write downs and cash
   outlays were as follows (in thousands):
   
   Asset write downs:
     Write down of assets to estimated net
       realizable value......................  $ 6,952
     Write-off of software development costs.    1,991
     Total non cash charges..................    8,943
   Cash outlays:
     Accrued operating losses through date of
       disposition...........................    2,500
     Loss on lease commitment................      700
     Accrued severance for reduction in 
       workforce.............................      300
     Other...................................      273
       Total.................................  $12,716
   
   The cash outlays required by the restructuring were funded by the
   Company's profitable product lines.  Cash outlays estimated for the six
   month restructuring period were $3.8 million, of which $1.0 million was
   made by December 31, 1994.  The loss on the lease was to be funded over
   the remaining lease term of 31 months subsequent to the restructuring
   period.  In 1995, a sublease was obtained.  The Company's graphics
   division had been funding the operating losses of CMX and Aurora out of
   its working capital since CMX and Aurora began their trend of
   unprofitability.
   
   Operating results as a result of the West Coast restructuring were
   projected to benefit by a savings of over $2.0 million for 1995,
   principally due to a reduction in annual salaries and employee benefits
   of $750,000, a decrease in depreciation and amortization expense of
   $200,000 per year, a reduction of overhead costs of approximately
   $200,000 per year and a reduction in losses on unprofitable product lines
   of approximately $850,000 per year.  The Company believes such savings
   have been substantially realized.
   
   Interest and Other Expense, Net.  Interest and other expense, net,
   increased 2.1% to $536,000 in 1995 from $525,000 in 1994.  This increase
   was primarily due to an increase in the average prime rate of interest
   in 1995 and additional interest expense related to the Company's capital
   lease obligations entered into in December 1994.  This increase was
   offset by earnings on the Company's cash equivalents.
   
   Income Before Provision for Income Taxes.  Income before provision for
   income taxes was $7.9 million for 1995, an improvement of $16.9 million
   over the $9.0 million loss in the prior year.  Net income for 1995
   included a $2.0 million charge related to the termination of the
   Company's Management Agreement with Sepa, which is further described in
   Note 16 to the Consolidated Financial Statements, and a recapture of $1.3
   million of the prior year's $12.7 million restructuring charge.  For
   details of 1995 activity related to the West Coast restructuring, see
   Note 17 to the Consolidated Financial Statements.  Exclusive of the
   management fee charge in 1995 and amounts related to the West Coast
   restructuring change in 1994 and 1995, income before provision for income
   taxes increased $5.0 million due primarily to increases in net sales and
   gross margins for 1995 coupled with increased efficiencies and cost
   saving measures as well as the benefit of the West Coast restructuring
   commencing in the third quarter of 1994.
   
   Income Taxes/Equivalent Provision.  A total income tax/equivalent
   provision of $470,000, or 5.9%, was recorded in 1995 and included a tax
   benefit of approximately $1.0 million which was recognized as a result
   of the reduction in the valuation allowance provided on deferred tax
   assets.  The valuation allowance was reduced because management believed
   that the Company would generate sufficient future taxable income from
   ordinary and recurring operations to realize the deferred tax assets. 
   At December 31, 1995, the Company had recorded a valuation allowance of
   approximately $5.4 million.  At December 31, 1996, the valuation
   allowance was released in its entirety.
   
   Liquidity and Capital Resources
   
   At December 31, 1996, the Company had cash on hand of $4.5 million,
   working capital of $41.9 million and an unused borrowing commitment
   available of $3.9 million.  
   
   To finance the acquisition of Pro-Bel, the Company incurred additional
   debt of $7.2 million and used cash on hand of $6.9 million.  In
   connection with the acquisition of Pro-Bel, the Company issued promissory
   notes to the shareholders of Pro-Bel for 3.5 million pounds sterling
   ($5.9 million, converted at the December 31, 1996 exchange rate) in
   conjunction with the acquisition (see Note 2  to Consolidated Financial
   Statements).  The promissory notes are secured by an irrevocable letter
   of credit from a bank.  The amount of this irrevocable letter of credit
   is included as an outstanding borrowing in the formula used to calculate
   borrowing availability for the Company's facility with Fleet Bank
   described below.  Interest through April 15, 1997 is equal to LIBOR as
   of April 15, 1996 (6.46%) and is payable quarterly.  Interest through
   April 15, 1998 is equal to LIBOR as of April 15, 1997.  The notes are due
   on or before April 15, 1998 and are subordinated to any obligations to
   a bank or financial institution currently existing or subsequently
   entered into.  The notes can be prepaid without penalty subsequent to
   November 1, 1996.  See Note 10 to Consolidated Financial Statements.
   
   Since the Pro-Bel acquisition, the Company's consolidated financial
   statements include the Pro-Bel accounts, as adjusted for purchase
   accounting.  At the date of acquisition, inventory increased by $7.8
   million, accounts receivable increased by $6.9 million and accounts
   payable increased by $9.5 million which, in sum with other current assets
   acquired and current liabilities assumed, increased working capital by
   $6.8 million.  Additionally, at the date of acquisition, property and
   equipment increased by $8.8 million, excess of cost over net tangible
   assets acquired of $6.9 million was recorded and $3.6 million of Pro-Bel
   debt was assumed.
   
   On March 28, 1996 and April 16, 1996, the Company entered into agreements
   with Fleet Bank (formerly NatWest Bank) to obtain a revolving credit
   facility of $10.0 million and a term loan of $8.0 million, respectively. 
   The entire facility is secured by certain of the Company's assets. 
   Borrowings are limited to amounts computed under a formula for eligible
   accounts receivable and inventory.  Additionally, an over-advance is
   available above the borrowing formula in an amount not to exceed $3.0
   million.  Interest on the revolving credit facility is equal to adjusted
   LIBOR plus 175 basis points or prime (8.25% at December 31, 1996) 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. 
   See Note 10 to Consolidated Financial Statements.
   
   Pro-Bel has a commercial mortgage term loan with Barclay's Bank Plc.
   ("Barclays").   The loan is secured by a building and property located
   in the United Kingdom.  Interest is equal to LIBOR (6% at December 31,
   1996) plus 2%.  The loan (including interest) is payable in quarterly
   installments of 80,600 pounds sterling ($136,000, converted at the
   December 31, 1996 exchange rate).  See Note 10 to Consolidated Financial
   Statements.
   
   On February 1, 1996, Pro-Bel entered into an agreement with Barclays to
   obtain a trade finance facility of 750,000 pounds sterling ($1,267,000,
   converted at the December 31, 1996 exchange rate).  The facility is
   secured by Pro-Bel's accounts receivable.  Interest is equal to the
   bank's base rate plus 2% (8% at December 31, 1996) on advances against
   accounts receivable in pounds sterling and equal to the Barclays currency
   call loan rate plus 2% (8% at December 1, 1996) on advances against
   foreign accounts receivable.  Interest is payable quarterly, in arrears. 
   See Note 10 to Consolidated Financial Statements.
   
   On February 1, 1996, Pro-Bel entered into an agreement with Barclays  to
   obtain an overdraft facility of 750,000 pounds sterling.  Interest is
   equal to the bank's base rate plus 2.5% (8.5% at December 31, 1996) and
   is payable quarterly commencing in March 1996.  The facility has a
   sublimit for overdraft on Pro-Bel's wholly owned subsidiary, Trilogy
   Broadcast Limited, of 160,000 pounds sterling ($270,000, converted at the
   December 31, 1996 exchange rate).  This facility is payable upon written
   demand by the bank and any undrawn portion may be cancelled by the bank
   at any time.  See Note 10 to Consolidated Financial Statements.
   
   In January 1997, Pro-Bel entered into an agreement with Barclays whereby
   Barclays agreed to provide an overdraft facility of up to 3.0 million
   pounds sterling through December 31, 1997 to Pro-Bel and its
   subsidiaries.  The overdraft facility provides for interest at 1.5% per
   annum over the bank's base rate.  Interest is payable quarterly, in
   arrears.  This facility replaces the trade finance facility of up to
   750,000 pounds sterling and the overdraft facility of up to 750,000
   pounds sterling in place at December 31, 1996.  All monies under the
   facility are repayable upon written demand and are secured by accounts
   receivable.  See Note 10 to Consolidated Financial Statements.
   
   At December 31, 1996, the Company had operating lease commitments for
   equipment and factory and office space totaling $12.7 million, of which
   $1.0 million is payable within one year.  See Note 10 to Consolidated
   Financial Statements.
   
   Impact of Inflation and Changing Prices
   
   Although the Company cannot accurately determine the precise effect of
   the 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.
   
   
                    REPORT OF INDEPENDENT AUDITORS
                                    
   
   February 3, 1997
   
   
   To the Board of Directors and
   Shareholders of Chyron Corporation
   
   In our opinion, the consolidated financial statements as of December 31,
   1996 and 1995 and for each of the two years in the period ended December
   31, 1996 listed in the index appearing under Item 14(a)(1) and (2) on
   page 56 present fairly, in all material respects, the financial position
   of Chyron Corporation and its subsidiaries at December 31, 1996 and 1995
   and the results of their operations and their cash flows for each of the
   two years in the period ended December 31, 1996, 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.
   
   As discussed in Note 1, on January 24, 1997, the Company's shareholders
   ratified a one-for-three reverse stock split.  The consolidated financial
   statements for the year ended December 31, 1994 have been restated to
   reflect retroactive application of this reverse stock split.  We have
   audited the adjustments described in Note 1 that were applied to restate
   the 1994 consolidated financial statements.  In our opinion, such
   adjustments are appropriate and have been properly applied to the 1994
   consolidated financial statements.
   
   PRICE WATERHOUSE LLP
   
   
                    REPORT OF INDEPENDENT AUDITORS
                                    
   
   
   Shareholders and Board of Directors
   Chyron Corporation and Subsidiary
   
   
   We have audited the accompanying consolidated statements of operations,
   shareholders' equity, and cash flows for the year ended December 31, 1994
   of Chyron Corporation and subsidiary.  Our audit also included the
   consolidated financial statement schedule listed in the Index at Item
   14(a) for the year ended December 31, 1994.  These financial statements
   and schedule are the responsibility of the Company's management.  Our
   responsibility is to express an opinion on these financial statements and
   schedule based on our audit prior to the restatement discussed in Note
   1.
   
   We conducted our audit in accordance with generally accepted auditing
   standards.  Those standards 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.  An audit also includes assessing the accounting principles
   used and significant estimates made by management, as well as evaluating
   the overall financial statement presentation.  We believe that our audit
   provides a reasonable basis for our opinion.
   
   In our opinion, the consolidated financial statements referred to above
   present fairly, in all material respects, the consolidated results of
   operations and cash flows of Chyron Corporation and subsidiary for the
   year ended December 31, 1994, in conformity with generally accepted
   accounting principles.  Also, in our opinion, the related consolidated
   financial statement schedule, when considered in relation to the basic
   financial statements taken as a whole, presents fairly in all material
   respects the information set forth therein.
   
   
   
                                          Ernst & Young, LLP
   
   Melville, New York
   February 17, 1995
      <PAGE>
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
   
   CHYRON CORPORATION
   CONSOLIDATED BALANCE SHEET
   (In thousands, except per share amounts)
   
   
                                              December 31,
             Assets                           1996     1995
   Current assets:
    Cash and cash equivalents............. $ 4,555  $ 5,012
    Accounts and notes receivable.........  25,237   13,967
    Inventories...........................  23,502   11,645
    Prepaid expenses......................     865      578
    Deferred tax asset....................   6,015    6,457
    Other.................................   2,826
      Total current assets................  63,000   37,659
   Property and equipment.................  12,701    3,300
   Excess of cost over net tangible
    asset acquired........................   6,439
   Investment in RT-SET...................   2,161
   Software development costs.............   2,176    1,716
   Deferred tax asset.....................   4,709    1,403
   Other..................................     217      254
   TOTAL ASSETS........................... $91,403  $44,332
   
             Liabilities and Shareholders Equity
   Current Liabilities:
    Accounts payable and accrued expenses. $15,828  $ 8,120
    Management fee payable................            1,000
    Reserve for West Coast restructuring..              158
    Current portion of long-term debt.....   5,080
    Capital lease obligations.............     225      160
      Total current liabilities...........  21,133    9,438
   Long-term debt.........................  15,163    4,741
   Capital lease obligations..............     118      170
   Other..................................   1,043
     Total liabilities....................  37,457   14,349
   
   Commitments and contingencies (See Note 15)
   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, 32,384,635 and
    30,023,798 shares at 1996 and 1995,
    respectively..........................     324      300
   Additional paid-in capital.............  43,124   28,340
   Retained earnings......................   9,997    1,343
   Cumulative translation adjustment......     501
     Total shareholders equity............  53,946   29,983
   TOTAL LIABILITIES AND SHAREHOLDERS' 
   EQUITY................................. $91,403  $44,332
   
   
   See Notes to Consolidated Financial Statements
   
      <PAGE>
CHYRON CORPORATION
   CONSOLIDATED STATEMENTS OF OPERATIONS
   (In thousands, except per share amounts)
   
                                              Year Ended December 31,
                                             1996      1995      1994
   
   Net sales............................  $82,608   $53,971   $42,762
   Cost of products sold................   39,941    22,746    18,912
   Gross profit.........................   42,667    31,225    23,850
   
   Operating expenses:
    Selling, general and administrative.   22,349    17,066    14,301
    Research and development............    5,253     4,105     4,163
    Management fee......................              2,911     1,139
    West Coast restructuring charge 
    (recapture).........................             (1,339)   12,716
   Total operating expenses.............   27,602    22,743    32,319
   
   Operating income (loss)..............   15,065     8,482    (8,469)
   Interest and other expense, net......    1,666       536       525
   Income (loss) before provision for 
    income taxes........................   13,399     7,946    (8,994)
   Income taxes/equivalent provision....    4,745       470
   Net income (loss)....................  $ 8,654   $ 7,476   $(8,994)
   
   Net income (loss) per common share...  $   .27   $   .25   $  (.31)
   Weighted average number of common 
    and common equivalent shares
    outstanding.........................   32,327    30,382    28,962
   
   
   See Notes to the Consolidated Financial Statements
   
   
   CHYRON CORPORATION
   CONSOLIDATED STATEMENTS OF CASH FLOWS
   (In thousands)
   
                                            Year Ended December 31,
                                            1996     1995      1994
   CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)..................... $8,654   $7,476   $(8,994)
   Adjustments to reconcile net income
   (loss) to net cash provided by 
   operating activities:
   West Coast restructuring (recapture)..          (1,339)   11,766
   Depreciation and amortization.........  3,120    2,067     2,037
   Utilization of deferred tax asset.....  2,335      354
   Loss on abandonment of leasehold
   improvements..........................                       350
   Changes in operating assets and 
   liabilities:
   Accounts and trade notes receivable... (3,505)    (742)      567
   Inventories........................... (3,303)  (6,181)    2,879
   Prepaid expenses......................   (117)   1,320    (1,184)
   Other assets..........................   (464)
   Accounts payable and accrued expenses. (2,865)   1,112    (1,913)
   Management fee payable................ (1,000)   1,000
   Reserve for West Coast restructuring..          (1,327)
   Net cash provided by operating
   activities............................  2,855    3,740     5,508
   
   CASH FLOWS FROM INVESTING ACTIVITIES:
   Acquisition of Pro-Bel and Investment
   in RT-SET............................. (7,191)
   Acquisition of property and equipment. (1,802)    (710)     (660)
   Capitalized software development...... (1,268)    (207)   (1,383)
   Other.................................     52       28       102
   Net cash (used in) investing 
   activities............................(10,209)    (889)   (1,941)
   
   CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments of capital lease obligations.   (262)    (106)
   Payments of revolving credit 
   agreement............................. (5,644)  (4,500)   (1,985)
   Net proceeds from new credit facility. 11,976    4,741
   Proceeds from exercise of common
   stock purchase warrants, net..........    239      471        43
   Proceeds from exercise of stock 
   options...............................    552
   Payments of Chapter 11 claims and 
   other reorganization items............                      (283)
   Net cash (used in) provided by 
   financing activities..................  6,861      606    (2,225)
   Effect of foreign currency rate 
   fluctuations on cash and cash
   equivalents...........................     36
   Change in cash and cash equivalents...   (457)   3,457     1,342
   Cash and cash equivalents at beginning
   of year...............................  5,012    1,555       213
   Cash and cash equivalents at end of
   year.................................. $4,555   $5,012   $ 1,555
   
   SUPPLEMENTAL CASH FLOW INFORMATION:
   Interest paid......................... $1,636   $  555   $   548
   Income taxes paid..................... $2,920   $  116   $    71
   
   See Notes to Consolidated Financial Statements
   
   
   CHYRON CORPORATION
   CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
   (In thousands)
   
   
   Non-cash investing and financing activities:
   
   On February 29, 1996, the Company effectively acquired an option to
   acquire a 19% interest in RT-SET Ltd. in exchange for 800,000 shares of
   Chyron common stock.  See Note 3 to the Consolidated Financial
   Statements.
   
   On April 12, 1996, the Company acquired the issued and outstanding
   shares of Pro-Bel. The consideration  in addition to cash included
   1,048,735 shares of Chyron common stock valued at $6,868,000 and notes
   payable of $5,349,000 (3.5 million pounds sterling valued at the
   exchange rate at the date of acquisition).  See Note 2 to the
   Consolidated Financial Statements.
   
   
   CHYRON CORPORATION
   CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
   (In thousands)
   
                                                                   Cumu-
                                                        Retained  lative
                                                 Addi-  Earnings  Trans-
                                                tional  Accumu-   lation
                                                Paid-in   lated  Adjust-
                                  Shares Amount Capital Deficit)    ment
   
   Balance at December 31, 1993.  28,871   $289  $19,477  $2,861
   Net loss.....................                          (8,994)
   Exercise of warrants.........      93      1       42
   Conversion of subordinated
   notes.........................     167     1       99
   
   Balance at December 31, 1994..  29,131   291   19,618  (6,133)
   Net income....................                          7,476
   Exercise of warrants..........     726     7      464
   Conversion of subordinated 
   notes.........................     167     2       98
   Benefit of utilization of net
   operating loss carryforward
   under Fresh Start Reporting...                  1,360
   Income tax equivalent benefit
   from reduction of deferred
   tax asset valuation allowance.                  6,800
   
   Balance at December 31, 1995..  30,024   300   28,340   1,343
   Net income....................                          8,654
   Exercise of warrants..........     398     4      235  
   Exercise of stock options.....     114     1      551
   Issuance of stock in 
   connection with acquisition of 
   Pro-Bel, Ltd..................   1,049    11    6,857
   Issuance of stock in 
   connection with investment in
   RT-SET........................     800     8    1,942
   Cumulative translation 
   adjustment....................                                 $501
   Income tax equivalent benefit
   from reduction of deferred tax
   asset valuation allowance.....                  5,199
   
   Balance at December 31, 1996..  32,385  $324  $43,124  $9,997  $501
   
   See Notes to Consolidated Financial Statements
   
   
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   
   1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES
   
   Chyron Corporation and its wholly-owned subsidiaries("Chyron" or 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.  Chyron's wholly-owned subsidiary, Pro-Bel Limited ("Pro-Bel"),
   develops, manufactures and markets signal management systems and control
   and automation systems.  
   
   Basis of Presentation
   
   The consolidated financial statements include the accounts of the
   Company and its wholly-owned subsidiaries.  On April 12, 1996, the
   Company acquired Pro-Bel and its subsidiaries (see Note 2).  The
   Company's other subsidiaries are inactive.
     
   Restatement and Reclassification
   
   On January 24, 1997, the Company's shareholders ratified a one-for-three
   reverse stock split.  Net income (loss) per share, weighted average
   number of common and common equivalent shares outstanding, common stock
   issued and outstanding, additional paid-in-capital and all other common
   stock transactions presented in these consolidated financial statements
   have been restated to reflect the one-for-three reverse stock split. 
   In addition, certain prior year amounts have been reclassified to
   conform to the current year presentation.
   
   Accounting Estimates
   
   The preparation of financial statements in conformity with generally
   accepted accounting principles requires management to make estimates and
   assumptions that affect the reported amounts of assets and liabilities
   and disclosure of contingent assets and liabilities at the date of the
   financial statements and the reported amounts of revenues, costs and
   expenses during the periods presented.
   
   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
   convertible into cash within 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 (first-in, first-out basis)
   or market.  The need for inventory obsolescence provisions is evaluated
   quarterly 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:
   
   Buildings.................   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
   
   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.
   
   Income Taxes
   
   In connection with the Company's  emergence in 1991 from its
   reorganization proceeding under Chapter 11 of the United States
   Bankruptcy Code, the Company adopted "Fresh Start Reporting" in
   accordance with AICPA Statement of Position No. 90-7, "Financial
   Reporting by Entities in Reorganization under the Bankruptcy Code."  
   Fresh Start Reporting requires that the Company report an income tax
   equivalent provision when there is book taxable income and a
   pre-reorganization  net operating loss carryforward.  This requirement
   applies despite the fact that the Company's pre-reorganization  net
   operating loss carryforward would eliminate (or reduce) the related
   income tax payable.  The current and future year benefit related to the
   carryforward is not reflected in net income, but instead is recorded as
   a direct increase to additional paid-in capital.  The income tax
   equivalent provision does not affect the Company's tax liability.  
   
   The Company's net deferred tax assets represent the tax benefit to be
   derived from the pre- and post- reorganization net deductible temporary
   differences.
   
   Translation of Foreign Currencies
   
   The functional currency for the Company's foreign operations is the
   applicable local currency.  The translation from the applicable foreign
   currency to U.S. dollars is performed for asset and liability accounts
   using period-end exchange rates and for revenue and expense accounts
   using a weighted average exchange rate during the period.  The gains or
   losses resulting from such translation are  recorded in the cumulative
   translation adjustment account which is included in shareholders'
   equity.  Transaction gains or losses are included in interest and other
   expenses.
   
   Net Income (Loss) Per Share
   
   Net income (loss) per share is based on the weighted average number of
   common shares outstanding during the period plus, when dilutive,
   additional shares issuable upon the assumed exercise of outstanding
   common stock equivalents.  Fully diluted net income (loss) per share is
   not presented since such presentation would not be materially different
   from primary net income (loss) per share. 
   
   Common Stock Equivalents
   
   In December 1991, the Company issued to Pesa, Inc. ("Pesa"), a Delaware
   corporation, and its then majority shareholder, $5 million of
   Convertible Subordinated Notes ("Notes").  The Notes were convertible
   into shares of common stock at a conversion price of $.60 per share. 
   As of December 31, 1995, all of the Notes have been so converted. See
   Note 11.
   
   In January 1992, shareholders of the Company, other than Pesa, received
   one warrant for every two shares of common stock held when the Company
   issued 1,931,851 Common Stock Purchase Warrants.   Each warrant entitled
   its holder to purchase one share of common stock at $.60 per share.  As
   of December 31, 1996, a total of 1,736,182 Common Stock Purchase
   Warrants had been exercised.  The remaining warrants expired on January
   31, 1996.
   
   During 1995 and 1996, respectively, the Company's Board of Directors
   granted  to certain employees 1,041,666 and 425,000 Incentive Stock
   Options for the purchase of Chyron common stock and to non-employee
   members of the Board of Directors 30,000 and 29,999 Non-Incentive Stock
   Options for the purchase of Chyron common stock.  The exercise price of
   each stock option granted is the quoted closing market price at the date
   of such grant.  The options vest over three years and expire five years
   from the date of grant.  See Note 12.
   
   Stock-Based Compensation Plans
   
   The Company elected to continue following Accounting Principles Board
   Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25) in
   accounting for its employee stock options, rather than adopt the
   alternate method of accounting provided under Statement of Financial
   Accounting Standards No. 123, "Accounting for Stock-Based Compensation"
   (SFAS 123).  Under APB 25, the Company does not recognize compensation
   expense on stock options granted to employees because the exercise price
   of each option is equal to the market price of the underlying stock on
   the respective date of grant.  See Note 12.
   
   2. ACQUISITION OF PRO-BEL LIMITED
   
   On April 12, 1996, the Company acquired all of the issued and
   outstanding capital stock of Pro-Bel Limited,  located in Reading,
   United Kingdom in exchange for $6.9 million in cash, 3.5 million British
   pounds sterling ($5.3 million) in notes 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 excess of cost
   over the estimated fair value of net tangible assets acquired amounted
   to $6,928,000, which is being amortized over 12 years using the straight
   line method.  Amortization in 1996 amounted to $489,000.  The Company
   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 or its carrying amount.  In
   making such determinations, the Company evaluates undiscounted cash
   flows of the underlying business which gave rise to such amount.  
   
   The following unaudited pro forma statements of operations include the
   operating results of the Company and Pro-Bel for the years ended
   December 31, 1996 and 1995, assuming the acquisition of Pro-Bel had been
   made as of January 1, 1996 and 1995, respectively (in thousands except
   per share amounts).
   
   Pro Forma Statement of Operations
   for the Year Ended December 31, 1996
   (Unaudited)             
   
                                             Pro Forma
                                             Adjustment
                                (a)           Increase/
                             Pro-Bel  Chyron (Decrease) Consolidated
   
   Net sales................ $10,366  $82,608             $92,974
   Cost of products sold....   5,596   39,941    $784 (b)  46,321
   Gross profit.............   4,770   42,667    (784)     46,653
   
   Operating expenses:
   Selling, general and 
     administrative.........   2,580   22,349     285 (c)  25,214
   Research and development.     591    5,253     (50)(d)   5,794
   Total operating expenses.   3,171   27,602     235      31,008
   
   Operating income.........   1,599   15,065  (1,019)     15,645
   Interest and other 
     expense, net...........      80    1,666     280 (e)   2,026
   Income before provision
     for income tax.........   1,519   13,399  (1,299)     13,619
   Income/taxes equivalent
     provision..............     340    4,745     (99)(f)   4,986
   Net income...............  $1,179   $8,654 ($1,200)     $8,633
   
   
   Net income per common 
     share..................           $  .27              $  .27
   Weighted average number
     of common and common
     equivalent shares
     outstanding............           32,327              32,623
      <PAGE>
Pro Forma Statement of Operations
   for the Year Ended December 31, 1995
   (Unaudited)             
   
                                             Pro Forma
                                             Adjustment
                                (g)           Increase/
                             Pro-Bel  Chyron (Decrease) Consolidated
   
   Net sales................ $28,763  $53,971              $82,734
   Cost of products sold....  15,902   22,746     $698 (b)  39,346
   Gross profit.............  12,861   31,225     (698)     43,388
   
   Operating expenses:
   Selling, general and 
     administrative.........   9,064   17,066      741 (c)  26,871
   Research and development.   1,548    4,105     (167)(d)   5,486
   Management fee...........            2,911                2,911
   West Coast restructuring 
     (recapture)............           (1,339)              (1,339)
   Total operating expenses.  10,612   22,743      574      33,929
   
   Operating income.........   2,249    8,482   (1,272)      9,459
   Interest and other 
     expense, net...........     461      536    1,052 (e)   2,049
   Income before provision
     for income tax.........   1,788    7,946   (2,324)      7,410
   Income taxes/equivalent  
     provision..............     782      470     (373)(f)     879
   Net income...............  $1,006   $7,476  ($1,951)     $6,531
   
   Net income per common 
     share..................           $  .25               $  .21
   Weighted average number
     of common and common
     equivalent shares
     outstanding............           30,382               31,431
   
   Notes to Unaudited Pro Forma Consolidated Statement of Operations:
   (a) Results of operations from January 1, 1996 through the date of
   acquisition at the average exchange rate for the period.
   (b) Reflects the increase in depreciation expense for the step up in
   basis of property, plant and equipment acquired and the increase in cost
   of products sold for the step up in basis of inventory acquired.
   (c) Reflects the increase in depreciation expense for the step up in
   basis of property, plant and equipment acquired and the amortization of
   excess of cost over net tangible assets acquired.
   (d) Reflects the decrease in research and development expense due to the
   capitalization of certain of Pro-Bel's software development costs, net
   of the amortization of such costs for the year.
   (e) Reflect additional interest expense on indebtedness incurred in
   connection with the acquisition of Pro-Bel.
   (f) Reflects the estimated income tax effect on the acquisition
   financing.
   (g) Results of operations for the twelve months ended October 31, 1995,
   as this was Pro-Bel's operating period prior to the acquisition by
   Chyron, at the average exchange rate for the period.
   
   These pro forma results have been prepared for comparative purposes only
   and include adjustments as a result of applying purchase accounting and
   conversion to generally accepted accounting principles in the United
   States.  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.
   
   3. INVESTMENT IN RT-SET
   
   On February 29, 1996, the Company effectively purchased an option to
   acquire a 19% interest in Real Time Synthesized Entertainment
   Technology,  Ltd. ("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 are 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 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.  Upon the
   satisfaction of the remaining conditions, the remaining 533,334 escrowed
   shares will be released.  If the conditions are not met or at Chyron's
   option, the remaining shares of Chyron restricted common stock held in
   escrow will be returned to the Company in exchange for the RT-SET
   Convertible Preferred Stock held by the Company.  Accordingly, the
   transaction has been recorded as the purchase of a right to acquire a
   19% interest in RT-SET.  RT-SET retains the voting rights with respect
   to the escrowed Chyron shares while such shares are held by the escrow
   agent.  The acquisition was recorded at the estimated fair value of the
   Chyron restricted common stock released from escrow.   In addition, 
   Chyron was granted certain call option rights which, if and when
   exercised, will result in the Company owning up to a 51% interest in RT-
   SET.
   
   4. CONTROL OF REGISTRANT
   
   On  May 26, 1995, Pesa, Inc. ("Pesa") the former parent of the Company,
   sold 3,333,333 shares of common stock of Chyron  to CC Acquisition
   Company A, a Delaware limited liability company ("CCACA").  On July 25,
   1995, Pesa sold 16,471,571 shares to the entities listed below. 
   Additionally, on July 25, 1995, Sepa Technologies, Ltd., a Georgia
   limited liability company ("Sepa"), and an affiliate of Pesa, sold
   1,666,667 shares to the entities listed below.
   
   The sales were made pursuant to two agreements entered into on May 26,
   1995:  (1) CCACA and CC Acquisition Company B, a Delaware limited
   liability company ("CCACB"), and an affiliate of CCACA, entered into a
   stock purchase agreement with Pesa (the "Pesa Agreement") pursuant to
   which (i) CCACA acquired 3,333,333 shares and (ii) CCACA and CCACB
   agreed to acquire an additional 16,471,571 shares and (2) CCACA entered
   into a stock purchase agreement with Sepa (the "Sepa Agreement")
   pursuant to which CCACA agreed to acquire 1,666,667 shares and the
   voting rights and right of first refusal with respect to an additional
   3,000,000 shares. CCACA and CCACB are collectively referred to herein
   as CCAC.
   
   On July 25, 1995, CCACA entered into an agreement (the "Leubert
   Agreement") with Alfred O.P. Leubert Ltd., a New York corporation
   ("Leubert"), pursuant to which CCACA was granted a right of first
   refusal to acquire 100,000 shares, which shares were acquired by Leubert
   from Sepa and which reduced from 3,000,000 to 2,900,000 the number of
   shares covered by the Company's right of first refusal as set forth in
   the Sepa Agreement.
   
   On July 25, 1995, CCACA and CCACB entered into an assignment and
   assumption agreement (the "Assignment Agreement") by and among CCACA,
   CCACB, WPG Corporate Development Associates IV, L.P., a Delaware limited
   partnership ("CDA"), WPG Corporate Development Associates IV (Overseas),
   L.P., a Cayman Islands exempt limited partnership ("CDAO"), WPG
   Enterprise Fund II, L.P., a Delaware limited partnership ("WPGII"),
   Weiss, Peck & Greer Venture Associates III, L.P., a Delaware limited
   partnership ("WPGIII"), Westpool Investment Trust plc., a public limited
   company organized under the laws of England ("WIT"), Lion Investments
   Limited, a limited company organized under the laws of England ("Lion"),
   and Charles M. Diker (such individual together with CDA, CDAO, WPGII,
   WPGIII, WIT and Lion, the "WPG/Westpool Investor Group") and certain
   other persons (such persons together with the WPG/Westpool Investor
   Group, the "Assignees") pursuant to which (i) CCACA assigned to the
   Assignees its rights under the Pesa Agreement to acquire 6,666,666
   shares, (ii) CCACA assigned its rights under the Sepa Agreement to
   acquire 1,666,667 shares, (iii) CCACA assigned its right of first
   refusal to acquire 1,800,000 of the 3,000,000 shares as set forth in the
   Sepa Agreement and the Leubert Agreement described above and (iv) CCACB
   assigned its rights under the Pesa Agreement to acquire 5,882,946
   shares.
   
   The closing, as contemplated by the Pesa Agreement and the Sepa
   Agreement, occurred on July 25, 1995.  Consequently, at closing CCAC
   beneficially owned in the aggregate 7,255,297 shares and the
   WPG/Westpool Investor Group beneficially owned in the aggregate
   13,968,629 shares.  Beneficial  ownership does not include 3,000,000
   shares for which the voting rights have been assigned to CCAC and the
   WPG/Westpool Investor Group.
   
   As a consequence of the above transactions, the principal shareholders
   as of July 25, 1995 were as follows:
   
   Name of Owner     Number of Shares   Date of Acquisition
   
   CCACA             3,333,333          May 26, 1995
   CCACB             3,921,964          July 25, 1995
   CDA               5,923,538          July 25, 1995
   CDAO              1,428,373          July 25, 1995
   WPGII             1,471,852          July 25, 1995
   WPGIII            1,223,848          July 25, 1995
   WIT               2,328,103          July 25, 1995
   Lion              1,102,788          July 25, 1995
   C.M. Diker          490,127          July 25, 1995
   Others              247,645          July 25, 1995
   
   Pesa was a 100% owned subsidiary of a Spanish Company, Pesa Electronica,
   S.A. ("Electronica"), which in turn was 99% owned by a Spanish Company,
   Amper, S.A. ("Amper").  On June 24, 1994, Amper sold all of its shares
   of stock of Electronica to Sepa.  On August 2, 1994, Sepa acquired
   4,666,666 shares of Chyron common stock from certain foreign
   shareholders. Consequently, Sepa directly and indirectly through Pesa
   became the beneficial owner of 24,471,570 shares of Chyron common stock. 
   On October 5, 1994, Electronica filed for receivership in Spain
   ("Suspension de Pagos").  The proceedings are comparable to a Chapter
   11 reorganization under the U.S. Bankruptcy laws. 
   
   5. ACCOUNTS AND NOTES RECEIVABLE
   
   Trade accounts and notes receivable are stated net of an allowance for
   doubtful accounts of $2,850,000 and $3,134,000 at December 31, 1996 and
   1995, respectively.  The provision for doubtful accounts amounted to
   $nil, $466,000 and $729,000 for 1996, 1995, and 1994, respectively.  The
   carrying amounts of accounts and notes receivable approximate their fair
   values.
   
   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.
   
   Accounts and notes receivable are principally due from customers in, and
   dealers serving, the broadcast video industry and non-broadcast display
   markets.  At December 31, 1996 and 1995, receivables included
   approximately $12.5 million and $2.7 million, respectively, due from
   foreign customers.
   
   6. INVENTORIES
   
   Inventories consist of the following (in thousands):
   
                                December 31,
                              1996      1995
   
   Finished goods........  $12,879   $ 3,345
   Work-in-process.......    5,271     5,250
   Raw materials.........    5,352     3,050
                           $23,502   $11,645
   
   7. PROPERTY AND EQUIPMENT
   
   Property and equipment consist of the following (in thousands):
   
                                December 31,
                                           1996    1995

   Land..................... $   878  $   53
   Building.................   1,794  
   Machinery and equipment..  11,593   4,441
   Furniture and fixtures...   2,386   1,501
   Leasehold improvements...     715     299
                              17,366   6,294
   Less: Accumulated 
    depreciation and 
    amortization............   4,665   2,994
                             $12,701  $3,300
   
   Machinery and equipment at December 31, 1996 and 1995 includes $818,000
   and $473,000, respectively, of assets held under capital lease
   obligations.  Accumulated depreciation and amortization at December 31,
   1996 and 1995 includes $381,000 and $278,000, respectively, attributable
   to assets held under capital lease obligations.  See Note 15.
   
   Depreciation expense, which includes amortization of  capital lease
   assets, was $1,671,000, $1,054,000 and $1,106,000 in 1996, 1995 and
   1994, respectively.
   
   8. SOFTWARE DEVELOPMENT COSTS
   
   Certain software development costs are capitalized and amortized over
   their estimated economic life, ranging from 3 to 5 years, commencing
   when each product is available for general release.  The following
   amounts were capitalized, amortized and written off (in thousands):
   
                                  1996     1995      1994
   
   Amounts capitalized........  $1,420     $207    $1,383
   Less: Amortization 
   (included in Research and
   Development expense).......    (960)  (1,013)     (931)
   West Coast restructuring
   write-down to net  
   realizable value...........                     (1,991)
   Net (decrease) increase in
   software development costs.    $460    ($806)  ($1,539)
   
   9. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
   
   Accounts payable and accrued expenses consist of the following (in
   thousands):
   
                               December 31,
                              1996     1995
   
   Accounts payable....... $ 7,500   $2,818
   Compensation (including
   pension liability).....   3,644    3,136
   Other accrued items....   3,459    2,003
   Income taxes payable...   1,225      163
                           $15,828   $8,120
                     
   The carrying amounts of accounts payable and accrued expenses
   approximate their fair values.
   
   
   10. LONG-TERM DEBT
   
   Long term debt consists of the following (in thousands):
   
                                                December 31,
                                               1996      1995
   
   Term loan, maturing April 16, 2000(a)     $6,500
   Revolving credit facility, maturing
     March 28, 1999(a)                        2,730
   Revolving credit facility, maturing
     April 27, 1997(b)                                 $4,741
   Commercial mortgage term loan, 
     maturing March 28, 2010(c)               2,097
   Promissory notes, payable
     on or before April 15, 1998(d)           5,917
   Trade finance facility, maturing
     December 31, 1996
     replaced with debt maturing
     December 31, 1997(e)                     1,209
   Overdraft facility, maturing
     December 31, 1996
     replaced with debt maturing
     December 31, 1997(f)                     1,790
                                             20,243     4,741
   Less amounts due in one year               5,080
                                            $15,163    $4,741
   
   (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. 
   Additionally, an over-advance is available above the borrowing formula
   in an amount not to exceed $3 million.  Interest on the revolving credit
   facility is equal to adjusted LIBOR plus 175 basis points or prime
   (8.25% at December 31, 1996) 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.
   
   (b) At December 31, 1995, the Company had $4.7 million outstanding with
   a financial institution under a secured revolving credit facility. 
   Interest was payable monthly at the prime rate (8.5% at December 31,
   1995) plus 2% per annum.  The facility was due to expire on April 27,
   1997, but was replaced by the banking facility described in (a) above
   in conjunction with the financing of the acquisition of Pro-Bel.
   (c) 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 (6% at December 31, 1996) plus 2%.  The loan
   (including interest) is payable in quarterly installments of 80,600
   pounds sterling ($136,000, converted at the December 31, 1996 exchange
   rate).
   
   (d) On April 12, 1996, the Company issued promissory notes to the
   shareholders of Pro-Bel for 3.5 million pounds sterling ($5,919,000,
   converted at the December 31, 1996 exchange rate) in conjunction with
   the acquisition (See Note 2).  The promissory notes are secured by an
   irrevocable letter of credit from a bank.   The amount of this
   irrevocable letter of credit is included as an outstanding borrowing in
   the formula used to calculate borrowing availability for the facilities
   described in (a) above.  Interest through April 15, 1997 is equal to
   LIBOR as of April 15, 1996 (6.46%) and is payable quarterly.  Interest
   through April 15, 1998 is equal to LIBOR as of April 15, 1997.  The
   notes are due on or before April 15, 1998 and are subordinated to any
   obligations to a bank or financial institution currently existing or
   subsequently entered into.  The notes can be prepaid without penalty
   subsequent to November 1, 1996.  
   
   (e) On February 1, 1996, Pro-Bel entered into an agreement with a bank
   to obtain a trade finance facility of 750,000 pounds sterling
   ($1,267,000, converted at the December 31, 1996 exchange rate).  The
   facility is secured by Pro-Bel's accounts receivable.  Interest is equal
   to the bank's base rate plus 2% (8% at December 31, 1996) on advances
   against accounts receivable in pounds sterling and equal to the Barclays
   Bank PLC currency call loan rate plus 2% (8% at December 31, 1996) on
   advances against foreign accounts receivable.  Interest is payable
   quarterly, in arrears.  
   
   (f) On February 1, 1996, Pro-Bel entered into an agreement with a bank
   to obtain an overdraft facility of 750,000 pounds sterling ($1,276,000
   converted at the December 31, 1996 exchange rate).  Interest is equal
   to the bank's base rate plus 2.5% (8.5% at December 31, 1996) and is
   payable quarterly commencing in March 1996.  The facility has a sublimit
   for  overdraft on Pro-Bel's wholly owned subsidiary, Trilogy Broadcast
   Limited, of 160,000 pounds sterling ($270,000, converted at the December
   31, 1996 exchange rate).  This facility is payable upon written demand
   by the bank and any undrawn portion may be cancelled by the bank at any
   time.  
   
   In January 1997, Pro-Bel entered into an agreement with Barclays Bank
   PLC whereby Barclays agreed to provide an overdraft facility of up to
   3.0 million pounds sterling through December 31, 1997 to Pro-Bel and its
   subsidiaries.  The overdraft facility provides for interest at 1.5% per
   annum over the bank's base rate.  Interest is payable quarterly, in
   arrears.  This facility replaces the trade finance facility of up to
   750,000 pounds sterling and the overdraft facility of up to 750,000
   pounds sterling in place at December 31, 1996.  The maturity dates of
   such facilities were extended by the lenders to coincide with the new
   Barclays agreement.  All monies under the facility are repayable upon
   written demand and are secured by accounts receivable.
   
   Aggregate maturities of long term debt in the next five years are as
   follows (in thousands):
   
   The carrying amounts of long-term debt instruments approximate their
   fair values.
   
   
   1997........ $5,080
   1998........  7,437
   1999........  4,826
   2000........    607
   2001........    115
   
   Net interest expense was $1,402,000, $536,000 and $525,000 in 1996, 1995
   and 1994.
   
   11. CONVERTIBLE SUBORDINATED NOTES PAYABLE
   
   In 1991, the Company issued to Pesa 4-year Convertible Subordinated
   Notes in the principal amount of $5.0 million maturing on January 31,
   1996 and bearing interest (payable annually in arrears) at the prime
   rate, adjusted annually each December.  The Notes were convertible into
   8,333,333 shares of common stock of the Company at a conversion rate of
   $.60 cents per share.  As of December 31, 1996, all of the Notes had
   been converted into shares of common stock of the Company.
   
   12. LONG-TERM INCENTIVE PLAN
   
   In May 1995, the Company's shareholders approved the Chyron Corporation
   Long-Term Incentive Plan ("the Plan").  The Plan allows for a maximum
   of 1,666,666 shares of common stock to be available with respect to the
   grant of awards under the Plan; any or all of such common stock may be
   granted for awards of Incentive Stock Options.  
   
   On July 25, 1995, November 21, 1995 and September 18, 1996 the Board of
   Directors granted Incentive Stock Options for the purchase of 991,666,
   50,000, and 425,000 shares, respectively, to certain employees; the
   exercise price per option share is $4.875, $5.625, and $12.75,
   respectively, the  quoted closing market prices at the dates of grant. 
   The Incentive Stock Options granted on September 18, 1996 have been
   cancelled and reissued as of March 7, 1997.  Additionally, on July 31,
   1995, November 21, 1995, February 22, 1996, July 31, 1996 and September
   18, 1996, the non-employee members of the Board of Directors received
   Non-Incentive Stock Options for the purchase of  26,666,  3,333,  6,666, 
   20,000  and  3,333 shares, respectively, at exercise prices of $5.625,
   $5.625, $9.375, $16.125 and $12.75, respectively, the quoted closing
   market prices at the dates of grant.  Subsequent to the grant dates,
   86,000 Incentive Stock Options were forfeited.  The options to employees
   vest over three years at 33 1/3% per annum and expire five years after
   the grant date.  Options granted to directors vest immediately.
   
   If the Company had elected to recognize compensation expense based upon
   the fair value at the grant date for awards under these plans consistent
   with the methodology prescribed by SFAS 123, the Company's net income
   and net income per share would be reduced to the pro forma amounts
   indicated below:
   
                                 1996     1995
   Net Income (in thousands):
     As reported               $8,654   $7,476
     Pro forma                 $7,560   $7,125
   
   Earnings per common share:
     As reported                 $.27     $.25
     Pro forma                   $.23     $.24
   
   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 both 1996 and 1995:  dividend yield of  0; expected
   volatility of 50% and expected life of 4 years.  The weighted average
   risk free interest rates for 1996 and 1995 were 6.54% and 6.11%,
   respectively.  The weighted average fair values of options granted
   during 1996 and 1995, for which the exercise price equaled the market
   price on the grant dates, were $12.849 and $4.936 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 the
   expected price volatility.  Because the Company's employees' 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 managements' opinion,
   the existing models do not necessarily provide a reliable single measure
   of the fair value of employee stock options.
   
   Transactions involving stock options are summarized as follows:
   
                                                 Weighted Average
                              Stock Options     Exercise Price of
                                Outstanding   Options Outstanding
   
   Balance, January 1, 1995
     Granted                        984,999            $4.936
     Exercised 
   
   Balance, December 31, 1995       984,999             4.936
     Granted                        454,999             7.436
     Exercised                     (113,018)            7.652
   
   Balance, December 31, 1996    $1,326,980            $7.652
   
   The following table summarizes information concerning currently
   outstanding and exercisable stock options:
   
                              Weighted  
              Outstanding      Average  Exercisable 
   Exercise   at December  Contractual  at December
      Price      31, 1996         Life     31, 1996
   
    $ 4.875      795,314     3.6 years      265,104
      5.625       76,667     3.8 years       43,334
      9.375        6,666     4.2 years        6,666
     16.125       20,000     4.6 years       20,000
     12.750      428,334     4.8 years        3,333
   
   13. INCOME TAXES
   
   The provision for income taxes consists of the following (in thousands):
   
                                   1996   1995    1994
   Current:
     Federal..................   $1,308   $       $
     State....................      629     50
     Foreign..................      473
     Tax equivalent provision.             420
                                  2,410    470
   Deferred:
     Federal..................    2,664
     State....................     (150)
     Foreign..................      (39)
     Tax equivalent provision
     Release of valuation 
     reserve..................     (140)
                                  2,335
   Total......................   $4,745   $470    $
   
   The effective income tax rate differed from the Federal statutory rate
   as follows (in thousands):
   
                              1996          1995            1994
                          Amount   %    Amount    %    Amount     %
   
   Federal income tax
   provision (benefit)
   at statutory rate..... $4,689  35.0  $2,702   34.0 ($3,058) (34.0)
   State income taxes,
   net of federal tax
   benefit...............    409   3.0      33     .4
   Permanent differences.     36    .3    
   Benefit from post
   reorganization 
   temporary differences
   on tax equivalent
   provision.............   (140) (1.1) (1,351) (17.0)
   Foreign income tax
   benefit...............      8    .1
   Benefit of lower tax
   rates on U.S. Federal
   Provision.............   (121)  (.9)
   Effect of valuation
   allowance of deferred
   tax assets............   (150) (1.1)   (940) (11.8)  3,058   34.0
   Other, net............     14    .1      26     .3
                          $4,745  35.4  $  470    5.9  $       
   
   
   The Company has deferred tax assets and deferred tax liabilities as
   presented in the table below.  The net deferred tax assets were subject
   to a valuation allowance, which was $nil and $5.4 million at December
   31, 1996 and 1995, respectively.  This valuation allowance is primarily
   attributable to pre-Chapter 11 reorganization net operating loss
   carryforwards and pre-Chapter 11 reorganization deductible temporary
   differences.  As a result of current and projected future profitability,
   the allowance was partially reduced in 1995 and eliminated in 1996.
   
   Deferred tax assets (deductible temporary differences) prior to the
   allocation of the valuation allowance consisted of the following (in
   thousands):
                                             December 31,
                                            1996      1995
   Post-reorganization net operating 
     loss carryforward..............     $   276   $   280
   Pre-reorganization net operating 
     loss carryforward..............       4,631     7,250
   Pre-reorganization deductible 
     temporary differences..........       4,555     4,555
   Restructuring reserve............                    55
   Other............................       2,030     2,000
     Total deferred tax assets......     $11,492   $14,140
   
   Deferred tax liabilities (taxable temporary differences) consisted of
   the following (in thousands):
   
                                             December 31,
                                            1996      1995
   Pre-reorganization taxable 
     temporary differences..........        $ 85      $ 85
   Software development costs.......         683       585
   Other............................                   210
     Total deferred tax liabilities.        $768      $880
                
   At December 31, 1996, the Company had net operating loss carryforwards
   ("NOL") of approximately $15.0 million for tax purposes.  Under U.S.
   income tax rules, the utilization of the NOL is subject to annual
   limitations as a result of the changes in control of the Company at
   December 27, 1991 and July 25, 1995.  However, despite these
   restrictions, the Company expects to fully utilize all of its remaining
   NOL prior to 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 held by the U.S. Pension Plan at December 31,
   1996  include government securities, corporate bonds and mutual funds.
   
   The net periodic pension cost and its components are as follows (in
   thousands):
   
   
                                        1996   1995   1994
   
   Service cost......................   $414   $383   $437
   Interest cost on projected benefit
     obligation......................    267    292    312
   Actual return on plan assets......   (206)  (227)  (269)
   Net amortization..................    (43)   (15)
   Net periodic pension cost.........   $432   $433   $480
   
   A reconciliation of the funded status of the U.S. Pension Plan to the
   amounts included in the Company's balance sheet is as follows (in
   thousands):
   
                                                    December 31,
                                                1996     1995     1994
   Accumulated pension benefit obligation:
   Vested.................................    $2,234   $2,265   $2,431
   Non-vested.............................        29       79       63
   Total..................................    $2,263   $2,344   $2,494
   
   Projected benefit obligation...........    $3,803   $4,138   $4,532
   Plan assets at fair value..............     2,709    2,609    3,352
   projected benefit obligation in excess
     of assets............................     1,094    1,529    1,180
   
   Less items not yet recognized in net
     periodic pension cost:
   Unrecognized net gain (loss) from past
     experience and changes in 
     assumptions..........................       841       49      (35)
   Pension liability......................    $1,935   $1,578   $1,145
   
   In each year presented, the expected long-term rate of return on U.S.
   Pension Plan assets was 9%.  The weighted average discount rates used
   to determine the accumulated benefit obligation was  8.0% in 1996, 7.5%
   in 1995 and  8.0% in 1994.  The rate of compensation increase used was
   5% for all years presented.
   
   The Company's  U.K. subsidiary, 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 the U.K. Rules and
   Regulations.  The assets held by the U.K. Pension Plan at December 31,
   1996 include cash equivalents and free hold properties.
   
   The net periodic pension cost of the U.K. Pension Plan for the period
   since the acquisition of Pro-Bel (April 12, 1996) through December 31,
   1996 and its components under the provisions of SFAS No. 87 are as
   follows (in thousands):
   
   Service cost-benefit earned during the period    $303
   Interest cost on projected benefit obligation     285
   Actual return on plan assets                     (457)
   Net amortization                                    0
     Net periodic pension cost                      $131
   
   A reconciliation of the funded status of the U.K. Pension Plan to the
   amounts included in the Company's balance sheet as of December 31, 1996
   is as follows (in thousands):
   
                                            December 31,
                                               1996
   Accumulated pension benefit obligation:     
   Vested                                     $4,867
   Non-vested
   Total                                      $4,867
   
   Projected benefit obligation               $5,739
   Plan assets at  fair value                  7,005
   Plan assets at fair value in excess of
   projected benefit obligation                1,266
   
   Items not yet recognized in net
   periodic pension cost:
   
   Unrecognized net gain from past
   experience and changes in assumptions         141
   Pension asset                              $1,407
                                                                         
   The expected long-term rate of return on the U.K. Pension Plan assets
   was 9%.  The weighted average discount rate used to determine the
   accumulated benefit obligation was 8% and the rate of compensation
   increase used was 5.50% for the period presented.
    
   In 1994, Chyron Corporation adopted a 401(k) Plan exclusively for the
   benefit of participants and their beneficiaries.  All employees of the
   Company are eligible to participate in the 401(k) Plan except non-
   resident aliens and employees who are members of a union who bargain
   separately for retirement benefits during negotiations.  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 ($9,500 in 1996 and
   $9,240 in 1995), whichever is less.  Total compensation that can be
   considered for contribution purposes is limited to $150,000.
   
   The Company can elect to make a contribution to the 401(k) Plan on
   behalf of those participants who have made salary deferral
   contributions.   During 1996 and 1995, the Company contributed $51,000
   and $29,000, respectively to the 401(k) Plan.  
   
   15. COMMITMENTS AND CONTINGENCIES
   
   At December 31, 1996, the Company was obligated under operating and
   capital leases covering facility space and equipment as follows (in
   thousands):
   
                        Operating   Capital
   1997................   $ 1,030      $247
   1998................       890        85
   1999................       885        44
   2000................       880
   2001................       864
   2002 and thereafter.     8,173     
                          $12,722      $376
   
   The operating leases contain provisions for maintenance and escalations
   for real estate taxes.  Total rent expense was $826,000, $496,000, and
   $530,000 for 1996, 1995 and 1994, respectively.  The cumulative imputed
   interest in the capital lease obligation was $33,000 at December 31,
   1996.
   
   The Company is a party to Percival Hudgins & Company, Inc. v. Chyron
   Corporation v. John Percival, pending in the United States District
   Court, North District of Georgia (Atlanta).  This is a breach of
   contract action for an alleged success fee in connection with the sale
   of common stock by Pesa and Sepa (See Note 4).  Plaintiff alleges that
   such transaction was subject to the terms of its engagement letter with
   the Company.  Plaintiff seeks damages of approximately $600,000 together
   with counsel fees.  The Company has answered, denying all material
   allegations, and has asserted a third party claim against plaintiff's
   principal, alleging that he, as a director of the Company while his
   investment banking firm was engaged by the Company, breached his
   fiduciary duties to the Company and is liable for any amounts that might
   be awarded to plaintiff, together with counsel fees.  Plaintiff  has
   recently amended the complaint to add a claim for quantum meruit. 
   Discovery is continuing.
   
   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
   
   Sepa, prior to the change in control discussed in Note 4, was the
   beneficial owner of 24,471,570 shares of Chyron common stock. 
   Consequent to such ownership, Sepa had an amended and restated 
   management  agreement with Chyron whereby Chyron agreed to pay
   management fees to Sepa at 2.5% of consolidated revenues through
   December 31, 1997.  The management fees under this agreement were
   subject to an annual limitation of $1.5 million.   In July 1994, Chyron
   took advantage of an option to prepay the management fee at a  25%
   discount from the aggregate estimated yearly fees for the period July
   1, 1994 through December 31, 1995, resulting in estimated aggregate
   total savings of $486,000 in fees for the eighteen month period ending
   December 31, 1995.  
   
   In December 1995, Chyron and Sepa agreed to terminate the Management
   Agreement upon payment to Sepa of $2 million, which resulted in
   aggregate savings for the Company of $1 million for the two year period
   ending December 31, 1997.  The $2 million was paid in equal installments
   in December 1995 and January 1996.
   
   The Company shared certain trade show and facility costs with Pesa and
   Electronica.  Such services amounted to $30,000 and $303,000 for 1995
   and 1994, respectively, and were billed to these related parties under
   a usage based allocation.  
   
   A member of the Board of Directors of the Company is a partner of a law
   firm that rendered various legal services to the Company for which the
   Company incurred costs of $861,000 and $273,000 during 1996 and 1995,
   respectively.
   
   17. WEST COAST RESTRUCTURING
   
   During the third quarter of 1994, as the result of continuing
   significant operating losses by the Company's West Coast Operations and
   their inability to meet revenue and operating targets, management
   implemented a restructuring plan to eliminate a substantial number of
   the CMX and Aurora product lines and consolidate certain remaining
   products into the Company's Graphics Operations, with only certain
   product engineering capabilities remaining on the West Coast.  As a
   result, the Company recorded a $12.7 million charge to operations during
   the third quarter of 1994, resulting from headcount reductions,
   consolidation costs, write-downs of assets related to discontinued
   product lines and accrual of estimated operating losses anticipated
   during the disposition period.  For 1995, operating losses of $1,707,000
   related to the discontinued product lines were charged against the
   reserve for West Coast restructuring.
   
   During August 1995, the Company entered into an agreement to sublease
   a portion of the office space for the West Coast Operations.  The
   subleasing served to decrease future rent commitments and, as a result,
   the Company reversed $356,000 of the original $12.7 million charge to
   account for the decrease in projected rent expense.
   
   Additionally, during 1995, the Company sold certain inventory that had
   been fully reserved for in the original $12.7 million charge.  The
   Company realized a gain of $380,000 related to this inventory. 
   
   During December 1995, the Company recaptured $603,000 of the original
   restructuring charge as a result of lower than anticipated costs related
   to the disposition period.  As of December 31, 1995, the amount of the
   Reserve for West Coast Restructuring of $158,000 represented future rent
   commitments through 1997.
   
   A summary of activity for 1995 related to the West Coast Restructuring
   is presented below (in thousands):
   
                                     Reserve for     West Coast 
                                     West Coast      Restructuring
                                     Restructuring   Recapture
   Balance at January 1, 1995         
   Current year operating loss       $2,824          $    0
   Sublease agreement                 1,707 
   Realization on asset write-down      356             356
   Recapture                                            380
   Balance at December 31, 1995         603             603
                                     $  158          $1,339
   18. SEGMENT INFORMATION
   
   Chyron's business is organized under a group concept that coordinates
   product development, marketing, advertising, distribution and
   procurement.  The Company has a multi-product approach for filling
   customer requirements for equipment and systems used in video or film
   productions.  These products include graphics and character generation
   systems video and audio, signal management systems and electronic paint
   and animation systems and software.   Customers for the Company's
   products include broadcasters, video production and post-production
   companies, cable television distributors and operators, industrial
   users, governments and governmental agencies and domestic and
   international dealers serving the video production and display
   industries for non-broadcast and broadcast markets.  As a result, the
   Company operates as one business segment.
   
   The Company's operations are located primarily in the United States and
   Europe.  Foreign operations prior to 1996 and interarea sales were not
   significant.  Net sales, operating profit and identifiable assets by
   geographic areas consist of the following (in thousands):
   
                                            December 31,
                            1996            1996
                     Net        Operating   Identifiable
                     Sales      Profit      Assets
   
   United States     $55,446    $12,764     $52,988
   Europe             24,281      1,611      38,375
   Other               2,881        690          40
    Total            $82,608    $15,065     $91,403
   
   During 1996, 1995 and 1994, net export sales from the United States were
   approximately $9,580,000, $7,511,000 and $6,623,000, respectively.
   
   During 1996, foreign exchange losses of $264,000 are included in other
   expenses.
   
   ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE
   
   During 1995, the Company dismissed Ernst & Young, LLP as its principal
   accountants and retained Price Waterhouse LLP.  On October 25, 1995, the
   Company filed a Form 8-K related to the Change in the Registrant's
   Certifying Public Accountants which is incorporated herein by reference.
   
   
                     PART III
                                    
   Item 10 (Directors and Executive Officers of the Registrant), Item 11
   (Executive Compensation), Item 12 (Security Ownership of Certain
   Beneficial Owners and Management) and Item 13 (Certain Relationships and
   Related Transactions) will be incorporated in the Company's Proxy
   Statement to be filed within 90 days of December 31, 1996 and are
   incorporated herein by reference.
   
   
                     PART IV
                                     
   ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
            FORM 8-K
   
   (a)(1) Financial Statements
   
   The following Consolidated Financial Statements of Chyron Corporation
   and subsidiaries are included in Part II, Item 8:
   
   Report of Independent Auditors - Price Waterhouse, LLP - page 21
   
   Report of Independent Auditors - Ernst & Young, LLP - page 22
   
   Consolidated Balance Sheets at December 31, 1996 and 1995 - page 24
   
   Consolidated Statements of Operations for the Years Ended 
   December 31, 1996, 1995 and 1994 - page 25
   
   Consolidated Statements of Cash Flows for the Years Ended 
   December 31, 1996, 1995 and 1994 - page 26
   
   Consolidated Statements of Shareholder's Equity for the 
   Year Ended December 31, 1996, 1995 and 1994 - page 28
   
   Notes to the Consolidated Financial Statements - page 29-53
   
   (2) Financial Statement Schedules
   
   The following Consolidated Financial Statement schedules of Chyron
   Corporation and subsidiaries is included in Item 14(d):
   
   Schedule II - Valuation and Qualifying Accounts for the Years 
   Ended December 31, 1996, 1995 and 1994 - page 64
   
   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 not included in the Consolidated
   Financial Statements or notes hereto.
   
   (3) Financial Statement Exhibits
                                                                       
   See list of exhibits to the Financial Statements in Section (c) below:
   
   (b) Reports on Form 8-K
   
   1. Form 8-K was filed on October 25, 1995 for the Change in the 
   Registrant's Certifying Public Accountant **********
   
   2. Form 8-K was filed on April 26, 1996 for the acquisition of Pro-Bel,
   Limited ***********
   
   3. Form 8-K was filed on March 14, 1996 for the acquisition of RT-SET,
   Limited ************
   
   4. Form 8-K/A was filed on June 21, 1996 which amended the Form 8-K
   filed on April 26, 1996 to include the financial exhibits related to the
   acquisition of Pro-Bel Limited - *************
   
   (c) Exhibits
   
   2. Plan of acquisition, reorganization, arrangement, liquidation or
   succession.
   
   (a) First Amended Disclosure Statement pursuant to Section 1125
   of the Bankruptcy Code, dated October 28, 1991 (with First Amended
   Plan of Reorganization under Chapter 11 of the Bankruptcy Code
   attached as Exhibit A thereto) - ***
   
   3. Articles of Incorporation and By-Laws.
   
   (a) Restated Certificate of Incorporation of Chyron Corporation - **
   
   (b) Amended and Restated By-Laws of Chyron Corporation, 
   adopted February 17, 1995 - *********
   
   (c) Amendment of Certificate of Incorporation of Chyron Corporation,
   adopted January 24, 1997 - page 225
   
   4.Instruments defining rights of security holders, including
   debentures.
   
   (a) Warrant Agreement, dated January 3, 1992, between Chyron
   Corporation and American Stock Transfer & Trust Company, as
   warrant agent, incorporating the form of warrant certificate as 
   Exhibit A thereto - **
   
   (b) Convertible Note Purchase Agreement, dated as of December 27,
   1991, between Chyron Corporation and Pesa, Inc., incorporating the
   form of convertible note as Exhibit 1 thereto - ***
   
   (c) Registration Rights Agreement, dated December 27, 1991, 
   between Chyron Corporation and Pesa, Inc. - ***
   
   (d) 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.
   **************
   
   10. Material Contracts.
   
   (a) Assignment and Assumption, dated July 1, 1994, effective 
   July 1, 1994, of Management Agreement dated December 27,
   1991 and Amended March 10, 1992, between Chyron Corporation
   and Pesa, Inc. to Sepa Technologies Ltd., Co. - *********
   
   (b) Amended and Restated Management Agreement, dated August 8,
   1994, by and between Chyron Corporation and Sepa Technologies
   Ltd., Co. - *********
   
   (c) Distribution and License Agreement, dated September 22, 1994,
   between Chyron Corporation and Comunicacion Integral Consultores,
   S.L. - *********
   
   (d) Termination Agreement, dated November 6, 1995, between 
   Chyron Corporation and Comunicacion Integral Consultores,
   S.L. - **************
   
   (e) Termination Agreement, dated December 12, 1995, between 
   Chyron Corporation and Sepa Technologies Ltd., Co. - **************
   
   (f) Amendment, dated March 10, 1992, to Management Agreement
   dated December 27, 1991, between Chyron Corporation and Pesa
   Electronica, S.A. - *
   
   (g) Assignment, dated March 10, 1992, of Management Agreement,
   dated December 27, 1991, and Amendment March 10, 1992, 
   between Chyron Corporation and Pesa Electronica, S.A., to Pesa,
   Inc. - *
   
   (h) Amendment, dated January 31, 1994, effective December 28,
   1993, to Management Agreement dated December 27, 1991 and 
   Amendment March 10, 1992 between Chyron Corporation and Pesa,
   Inc. - ********
   
   (i) Revolving Credit Agreement, dated December 27, 1991, between
   Chyron Corporation and Extebank - **
   
   (j) Management Agreement, dated as of December 27, 1991, between
   Chyron Corporation and Pesa Electronica, S.A. - **
   
   (k) Amendment, dated September 19, 1988, to Employment 
   Agreement, dated September 1, 1987, between Chyron Corporation
   and Isaac Hersly (previously filed as Exhibit 8 to current report on
   Form 10-Q dated November 6, 1987 and incorporated herein in its
   entirety by reference thereto) - **
   
   (l) Amendment, dated October 25, 1987, to Employment Agreement,
   dated September 1, 1987, between Chyron Corporation and Isaac
   Hersly, as amended - **
   
   (m) Amendment, dated October 21, 1991, to Employment Agreement,
   dated September 1, 1987, between Chyron Corporation and Isaac 
   Hersly, as amended - **
   
   (n) Amendment, dated February 23, 1994, to Employment Agreement,
   dated September 1, 1987, between Chyron Corporation and Isaac 
   Hersly, as amended - ********
   
   (o) Resignation Agreement, dated July 12, 1994, between Chyron
   Corporation and John A. Poserina - *******
   
   
   (p) Amendment, dated September 19, 1988, to Employment 
   Agreement dated September 1, 1987, between Chyron Corporation
   and John A. Poserina (previously filed as Exhibit 7 to current
   report on Form 10-K dated November 6, 1987 and incorporated 
   herein in its entirety by reference hereto) - **
   
   (q) Amendment, dated October 25, 1989, to Employment Agreement,
   dated September 1, 1987, between Chyron Corporation and John A.
   Poserina, as amended - **
   
   (r) Amendment, dated October 21, 1991, to Employment Agreement,
   dated September 1, 1987, between Chyron Corporation and John A.
   Poserina, as amended - **
   
   (s) Amendment, dated September 19, 1988, to Employment
   Agreement, dated September 1, 1987, between Chyron Corporation
   and Paul J. Rozzini (previously filed as Exhibit 10 to current
   report on Form 10-K dated November 6, 1987 and incorporated 
   herein in its entirety by reference thereto) - **
   
   (t) Amendment, dated October 25, 1989, to Employment Agreement,
   dated September 1, 1987, between Chyron Corporation and Paul J.
   Rozzini, as amended - **
                                                                        
   (u) Amendment, dated October 21, 1991, to Employment Agreement,
   dated September 1, 1987, between Chyron Corporation and Paul J.
   Rozzini, as amended - **
   
   (v) Employment Agreement, dated March 10, 1993, between Chyron
   Corporation and Paul M. Yarmolich - *****
   
   (w) Employment Agreement, dated December 24, 1993, between
   Chyron Corporation and Mark C. Gray - ******
   
   (x) Employment Agreement, dated March 31, 1994, between Chyron
   Corporation and Patrick A. Burns - *********
   
   (y) Employment Agreement, dated October 19, 1994, effective 
   November 1, 1994, between Chyron Corporation and Peter J.
   Lance - *********
   
   (z) Employment Agreement, dated February 8, 1995, between 
   Chyron Corporation and James F. Duca - *********
   
   (aa) Employment Agreement, dated February 7, 1995, between
   Chyron Corporation and Patricia Arundell Lampe - *********
   
   (bb) Employment Agreement, dated July 26, 1995, between 
   Chyron Corporation and Michael Wellesley-Wesley - **************
   
   (cc) Severance Agreement, dated October 25, 1995, between
   Chyron Corporation and Peter J. Lance - **************
   
   (dd) License Agreement between Softimage, Inc. and Chyron
   Corporation and Aurora Systems dated February 23, 1993 - ********
   
   (ee) Distribution Agreement between Softimage, Inc. and Chyron
   Corporation and Aurora Systems dated February 23, 1993 - ********
   
   (ff) Research and Development, Updated and Support Agreement
   between Softimage, Inc. and Chyron Corporation and Aurora 
   Systems dated February 23, 1993 - ********
   
   (gg) Loan Agreement between Chyron Corporation and NatWest Bank
   N.A. (currently known as Fleet Bank), dated March 28, 1996 - page 67
   
   (hh) Loan Agreement between Pro-Bel Limited and Barclays Bank, PLC
   dated December 19, 1996 effective January 1997 - page 102
   
   (ii) Indemnification Agreement between Chyron Corporation and Roi
   Agneta dated November 19, 1996 - page 128
   
   (jj) Indemnification Agreement between Chyron Corporation and 
   Sheldon Camhy dated November 19, 1996 - page 135
   
   (kk) Indemnification Agreement between Chyron Corporation and James
   Coppersmith dated November 19, 1996 - page 142
   
   (ll) Indemnification Agreement between Chyron Corporation and
   Daniel DeWolf dated November 19, 1996 - page 149
   
   (oo) Indemnification Agreement between Chyron Corporation and
   Charles M. Diker dated November 19, 1996 - page 156
   
   (pp) Indemnification Agreement between Chyron Corporation and
   Donald P. Greenberg dated November 19, 1996 - page 163
   
   (qq) Indemnification Agreement between Chyron Corporation and
   Ray Hartman dated November 19, 1996 - page 170
   
   (rr) Indemnification Agreement between Chyron Corporation and
   Roger Henderson dated November 19, 1996 - page 177
   
   (ss) Indemnification Agreement between Chyron Corporation and
   Isaac Hersly dated November 19, 1996 - page 184
   
   (tt) Indemnification Agreement between Chyron Corporation and
   Alan J. Hirschfield dated November 19, 1996 - page 191
   
   (uu) Indemnification Agreement between Chyron Corporation and
   Patricia Lampe dated November 19, 1996 - page 198
   
   (vv) Indemnification Agreement between Chyron Corporation and
   Wesley W. Lang, Jr. dated November 19, 1996 - page 205
   
   (ww) Indemnification Agreement between Chyron Corporation and
   Eugene M. Weber dated November 19, 1996 - page 212
   
   (xx) Indemnification Agreement between Chyron Corporation and
   Michael Wellesley-Wesley dated November 19, 1996 - page 219
                                                      
   *
   Incorporated herein in its entirety by reference to the Transition
   Report for the Period July 1, 1991 to December 31, 1991 on Form 10-K
   dated March 30, 1992.
   
   **
   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.
   
   ***
   Incorporated herein in its entirety by reference to the report on Form
   8-K dated December 27, 1991.
   
   ****
   Incorporated herein in its entirety by reference to the report on Form
   8-K dated March 12, 1993. 
   
   *****
   Incorporated herein in its entirety by reference to the report on Form
   8-K dated May 10, 1993.
   
   ******
   Incorporated herein in its entirety by reference to the report on Form
   8-K dated January 19, 1994.
   
   *******
   Incorporated herein in its entirety by reference to the report on Form
   8-K dated July 22, 1994.
   
   ********
   Incorporated herein in its entirety by reference to the Annual Report
   for the fiscal year ended December 31, 1993 on Form 10-K dated March 30,
   1994.
   
   *********
   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.
   
   **********
   Incorporated herein in its entirety by reference to the report on Form
   8-K dated October 25, 1995.
   
   ***********
   Incorporated herein in its entirety by reference to the report on Form
   8-K dated April 26, 1996.
   
   ************
   Incorporated herein in its entirety by reference to the report on Form
   8-K dated March 14, 1996.
   
   *************
   Incorporated herein in its entirety by reference to the report on Form
   8-K/A dated June 21, 1996.
   
   **************
   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.
   
   d) Financial Statement Schedule
   
   Schedule II
   
   CHYRON CORPORATION AND SUBSIDIARIES
   VALUATION AND QUALIFYING ACCOUNTS
   (In thousands) 
   
   
          Column A               Col B        Col C     Col D   Col E
   
                               Balance                        
                                    at      Additions         Balance     
                                Begin-      Changes to             at
                                  ning    Costs                   End
                                    of      and    Other Deduc-    of
          Description           Period Expenses Accounts tions Period
    
   
   Reserves and allowances
   deducted from asset accounts:
   
   YEAR ENDED DECEMBER 31, 1996
   Uncollectible amounts....... $ 3,134 $      $      $   284 $ 2,850
   Inventory reserves..........  12,233                   192  12,041
   Deferred tax assets.........   5,400                 5,400       0
                                $20,767 $      $      $ 5,876 $14,891
   
   YEAR ENDED DECEMBER 31, 1995
   Uncollectible amounts....... $ 2,204 $  745 $  185 $       $ 3,134
   Inventory reserves..........  12,515  1,153          1,435  12,233
   Deferred tax assets.........  14,500                 9,100   5,400
                                $29,219 $1,898 $  185 $10,535 $20,767
   
   YEAR ENDED DECEMBER 31, 1994
   Uncollectible amounts....... $ 2,624 $2,333 $      $ 2,753 $ 2,204
   Inventory reserves..........  10,293  5,300    430   3,508  12,515
   Deferred tax assets.........  11,500         3,100     100  14,500
                                $24,417 $7,633 $3,530 $ 6,361 $29,219
   
   
   UNDERTAKING
             
   
   The Company undertakes to provide without charge to each shareholder
   entitled to notice of and to vote at the Annual Meeting of Shareholders,
   to be held May 14, 1997, at which directors are to be elected, upon the
   written request of any such shareholder, a copy of the Company's Annual
   Report on Form 10-K, for the year ended December 31, 1996, required to
   be filed with the Securities and Exchange Commission, including the
   financial statements and the schedules thereto.  The Company does not
   undertake to furnish without charge copies of all exhibits to its Form
   10-K, but will furnish any exhibit upon the payment of twenty ($.20)
   cents per page or a minimum charge of $5.00.  Such written requests
   should be directed to Ms. Judy Mauro, Director of Corporate
   Communications, Chyron Corporation, 5 Hub Drive, Melville, New York
   11747.  Each such request must set forth a good faith representation
   that as of March 26, 1997 the person making the request was a beneficial
   owner of securities entitled to vote at the Annual Meeting of
   Shareholders.
   
   
   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/ Michael Wellesley-Wesley                                   
                Michael Wellesley-Wesley
   Chairman of the Board of Directors
     and Chief Executive officer
   
   
   Pursuant to the requirements of the Securities and Exchange Act of 1934,
   this report has been signed below by the following persons on behalf of
   the registrant and in the capacities on the date indicated.
   
   
   /s/  Sheldon Camhy          Director       March 19, 1997
       (Sheldon Camhy)
   
   /s/  S. James Coppersmith   Director       March 19, 1997
       (S. James Coppersmith)
   
   /s/   Charles Diker              Director       March 20, 1997
        (Charles Diker)
   
   /s/  Douglas Greenberg           Director       March 20, 1997
        (Douglas Greenberg)
   
   /s/ Raymond Hartman              Director       March 20, 1997
       (Raymond Hartman)
   
   /s/  Isaac Hersly                Director       March 20, 1997
        (Isaac Hersly)
   
   /s/ Alan Hirschfield             Director       March 20, 1997
       (Alan Hirschfield)
   
   /s/ Wesley Lang                  Director       March 20, 1997
       (Wesley Lang)
   
   /s/ Eugene Weber                 Director       March 20, 1997
       (Eugene Weber)
   
   /s/  Patricia Lampe              Chief Financial 
       (Patricia Lampe)        Officer        March 20, 1997