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, 1995
                Commission File Number 1-9014
       
                       CHYRON CORPORATION                      
       (Exact name of registrant as specified in its charter)
       
       New York                                       11-2117385     
      (State or other jurisdiction                     (I.R.S. Employer
       of incorporation or organization)                  Identification No.)
       
       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
       
                                               Chicago Stock Exchange         
                                        Name of exchange on which registered
       Common Stock Purchase Warrants    
           expiring January 31, 1996         Chicago Stock Exchange         
             (Title of Class)           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 1, 1996 was $56,228,172.
       
       The number of shares outstanding of the issuer's common stock, par
       value $.01 per share, on March 1, 1996 was 93,615,708.
       
       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, 1995 and
       are incorporated herein by reference.
       
             Exhibit index is located on page 43.
             This document consists of 68 pages.
       


       PART I
       
       ITEM 1. BUSINESS
       
       GENERAL INFORMATION REGARDING THE COMPANY 
       
       Chyron is currently subject to the reporting
       requirements of the Securities Exchange Act of 1934,
       as amended, and files reports with the Securities and
       Exchange Commission ("SEC").  Publicly filed reports
       and forms that contain information concerning Chyron
       can be inspected and copied at the public reference
       facilities maintained by the SEC at Room 1024,
       Judiciary Plaza, 450 Fifth Street, N.W., Washington,
       D.C. 20549, and at the New York regional office of
       the SEC at 75 Park Place, New York, NY 10007.
       
       Chyron Corporation ("Chyron" or the "Company") was
       incorporated in the State of New York in April 1966
       as The Computer Exchange, Inc.  In 1975 its name was
       changed to Chyron Corporation.  Between the years
       1982 and 1989, Chyron purchased all of the
       outstanding shares of the common stock of Digital
       Services Corporation ("DSC") and CMX Corporation. 
       DSC was a manufacturer of video special effects
       systems for use in television and video production
       applications.  Development of DSC's products was
       suspended in 1990.  In 1989, CMX Corporation was
       merged with and into Chyron and became a division
       thereof.  CMX sold and rented editing equipment to
       the video and film industries and was a manufacturer
       of computer assisted videotape editing equipment for
       use by post-production facilities in support of
       broadcast operations.  Effective September 30, 1994,
       the Company restructured its West Coast divisions,
       including CMX, and, accordingly, discontinued the
       unprofitable product lines of CMX and consolidated
       the remaining CMX operations into the Chyron Graphics
       division.  See Note 3 to the Consolidated Financial
       Statements.  In December 1988, Chyron acquired Aurora
       Systems ("Aurora") pursuant to the provisions of a
       confirmed plan of reorganization in Aurora's first
       Chapter 11 bankruptcy proceeding, which commenced in
       California in 1988.  Aurora developed and
       manufactured electronic paint software systems for
       use in video production applications.  In June 1994,
       Aurora was merged with and into Chyron and became a
       division thereof.  Certain product lines of the
       Aurora division were also part of the West Coast
       restructuring; the remaining operations of Aurora
       were consolidated into Chyron Graphics.  See Note 3
       to the Consolidated Financial Statements.  
       
       The Company's commercial activities are organized in
       three separate distribution channels: (1)
       videoGraphics, the Company's core business of video
       graphics and character generators; and electronic
       editing systems including the remaining profitable
       product lines of the previous Aurora and CMX
       divisions;  (2) pictureWare, the distribution network
       for software products as well as new software
       products derived and acquired through strategic
       alliances; and (3) videoComputer group, the
       distribution channel that sells through its OEM -
       Original Equipment Manufacturer, VAR - Value Added
       Resellers-and other dealer distribution channels, the
       established CODI and PC Codi product along with other
       hardware and software peripherals.  
       
       VIDEOGRAPHICS DIVISION
       
       This division distributes through direct and dealer
       sales Chyron's graphic and character generation
       systems and electronic editing systems.  The graphic
       systems (infinit!, MAX!>, MAXINE!) utilize a digital
       computer and electronic storage to permit an operator
       to create images and use colors that can either be
       superimposed upon images being broadcast (for
       example, to identify a speaker on an interview
       program or to display sports statistics during a
       sporting event telecast) or be televised alone (for
       example, to display election results, stock market
       quotations, sports scores, commercial advertising and
       broadcast promotional material) and that can be
       compressed, expanded, zoomed, squeezed, stretched,
       rotated, transposed and otherwise manipulated to
       create numerous graphic effects.
       
       Chyron's graphic and character generation systems
       handles a wide variety of images, offers numerous
       manipulative functions and represents one of the most
       versatile "stand-alone" broadcast and video-oriented,
       user-operated graphics systems available.  These
       equipment characteristics have, in the Company's
       belief, enabled it to become the major supplier of
       high performance titling and graphics equipment to
       the major domestic television networks, domestic and
       international broadcasting stations, production and
       post-production houses, cable television distributors
       and operators and the industrial video market,
       encompassing a rapidly expanding list of corporate,
       industrial, educational, professional and medical
       users of video as a communications, training, and
       multimedia-tool.
       
       Chyron's videoGraphic division also distributes
       Electronic Editing Systems.  The Chyron videotape
       editing equipment, previously sold under the CMX
       name, includes compatible large-scale and low-cost
       systems designed to improve tape editing by enhancing
       creativity and improving user productivity.  These
       systems are designed to improve the editing process
       through an interface enabling the editor to have
       greater creative freedom and improved productivity. 
       These systems are designed to control all of the
       equipment in the edit suite - video tape recorders,
       video disks, switchers, digital video effects
       equipment, time base correctors and audio equipment. 
       At present, the Company's editing equipment can
       control over 200 different devices.
       
       Editing systems are sold worldwide to video post
       production facilities, broadcast operations, cable
       originators, government video producers and corporate
       video users.  
       
       PICTUREWARE DIVISION
       
       Through Chyron's pictureWare division (previously
       Aurora), Chyron designs, manufactures and sells
       computer-based electronic paint and animation systems
       and software to the video industry for applications
       in broadcast, post-production and corporate video. 
       Chyron's pictureWare's principal product, known as
       "Liberty", is a software package that runs on the
       Silicon Graphics line of computer graphic
       workstations.  It provides the user with a rich array
       of video graphic creation tools, such as painting,
       compositing, morphing, titling, 3D transform,
       layering, coloring cycle animation, rotoscoping and
       cell animation.  Liberty is resolution independent
       and so can also be used to generate material for the
       print medium in resolutions of up to 8,000 by 8,000
       pixels.  
       
       VIDEOCOMPUTER DIVISION
       
       The videoComputer division distributes via OEM's,
       VAR's, and other distributors, Chyron's CODI, pc-CODI
       board, and sketchpad.  These compact text and graphic
       generation systems provide real-time text, titling,
       and logo generation operated remotely through a
       computer as well as communication features
       (sketchpad) for real-time on screen drawing.
       
       The videoComputer products (CODI, pc-CODI, Sketchpad)
       provide high performance at an affordable price. 
       These products are capable of displaying, RGB,
       composite, and S-video formats.
       
       MARKETING AND SALES SUPPORT PROGRAM AND CERTAIN
       CUSTOMERS
       
       Domestic sales of Chyron's equipment are made
       directly to end users through in-house sales
       personnel, dealers who receive a trade discount off
       list price and independent representatives who
       receive a commission.  In certain territories the
       same dealers sell all of the product categories,
       while in other territories different dealers sell the
       Company's individual products.
       
       Foreign sales are made by international distributors
       and representatives covering specific territories. 
       In certain foreign territories, independent
       distributors have been granted the exclusive right to
       sell certain of the Company's products.  Since
       January 1991, there has been no direct sales force or
       sales offices located overseas, and export
       distribution and support sales staff are based in
       Melville, New York.  Plans for 1996 include the
       establishment of a sales office in Asia to service
       customers in the Far East.
       
       For additional information concerning customers and
       export sales, see Note 18 to the Consolidated
       Financial Statements.
       
       SERVICE, TRAINING AND PRODUCT SUPPORT
       
       Although many of Chyron's customers have their own
       technically sophisticated service capabilities,
       Chyron maintains a field engineering support
       department that services products either at the
       customer's location or at the Company's facilities. 
       Operations and technical training is offered to
       customers.  Service is provided both domestically and
       internationally by the Company or its appointed
       dealers.  The Company provides sales and service
       support to its distributors from time to time.
       
       RESEARCH AND DEVELOPMENT
       
       Chyron is engaged in ongoing research and development
       activities in connection with new and existing
       products.  The Company's research and development
       activities historically have been oriented toward the
       total system, rather than hardware or software alone.
       
       During 1995, 1994 and 1993, Chyron expensed
       $4,105,000, $4,163,000 and $3,573,000, respectively,
       for research and development and amortization of
       capitalized software development costs in connection
       with the development of new products and the
       improvement, modification and enhancement of existing
       products.  The Company employed 41 persons in
       research and development at December 31, 1995 and
       1994 and 47 persons at December 31, 1993.
       
       FACTORY OPERATIONS
       
       Chyron's final assembly and system integration
       operations are located in Melville, New York, in part
       of a leased facility of 47,000 square feet.
       
       Chyron (i) generally designs its system components
       (including metal and electronic parts and components,
       circuit boards and certain sub-assemblies) to its own
       specifications, (ii) purchases such items and other
       standard parts from outside suppliers, and (iii) then
       final assembles such parts into its products.  The
       Company combines such assemblies with its internally-
       developed software to produce its final products.  
       
       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.
       
       COMPETITION
       
       Chyron believes that the principal competitive
       factors in sales of its equipment are the number and
       variety of functions, ease of operation, reliability
       and engineering support.  The Company is aware of
       several major and a few smaller companies currently
       engaged in commercial production of graphics and
       editing equipment and special effects equipment.  The
       major competitors are divisions of; Tektronix
       Corporation, Sony Corporation, Dynatech, Scitex and
       Discreet Logic.  Many of these companies have
       financial resources greater than those of the
       Company.  In the Company's opinion, its competitive
       position is enhanced by its systems, which are
       designed to be relatively easy to operate and are
       compatible with other manufacturers' products.  The
       Company believes that its graphics and character
       systems have established a fine record of performance
       and reliability.
       
       BACKLOG
       
       The Company's backlog of orders at December 31, 1995
       approximated $1.5 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, 1995, Chyron employed 187 persons
       on a full-time basis, including 30 in administration,
       41 in research and development, 24 in field
       engineering support, 40 in sales and marketing and 52
       in production.  None of these employees are
       represented by a labor union.   The Company considers
       its relations with its employees to be good.

       LICENSES, PATENTS, AND TRADEMARKS
       
       Although Chyron holds certain patents, the Company
       believes that patents are not a significant
       competitive factor in the conduct of its operations
       because of the rapid technological changes and
       advances in the electronics industry.  The success of
       the Company's products has not depended on patent 
       protection, but rather on the quality of the
       Company's products, proprietary technology, contract
       performance and the technical competence and creative
       ability of the Company's personnel to develop and
       introduce saleable products.
       
       The names Chyron, Scribe, Chyron Scribe, Chyron
       Scribe Junior, Chyron SuperScribe, iNFiNiT!, MAX!>,
       MAXINE!, CODI, I2, Intelligent Interface, Intelligent
       Interface (I2), CMX, CMX AEGIS, CMX OMNI, Aurora,
       Liberty, Aurora Freedom and Independence are
       registered trademarks of the Company.  The Company
       also has rights in trademarks and service marks which
       are not federally registered, including the Chyron
       Care service mark.  The Company uses such trademarks
       in marketing its products and considers these
       trademarks and its proprietary technology to be
       valuable assets.
       
       OTHER INFORMATION
       
       On December 27, 1991, as amended March 10, 1992 and
       January 31, 1994 (effective December 28, 1993),
       Chyron entered into a Management Agreement (the
       "Management Agreement") with Electronica whereby
       Electronica, or a wholly-owned subsidiary thereof,
       provided certain business and technical services to
       the Company, including the expertise of certain
       employees of Electronica.  In consideration of the
       services provided under the Management Agreement, the
       Company paid annually to Electronica an amount equal
       to 3% of Annual Consolidated Revenues (as defined in
       the Management Agreement), but limited to $800,000 in
       1993 as a result of an amendment to the Agreement in
       December 1993.  On March 10, 1992, Electronica
       assigned the Management Agreement to Pesa. 
       Subsequent to the acquisition of Electronica by Sepa,
       Pesa assigned its rights and obligations under the
       Management Agreement to Sepa in July 1994.  The
       Management Agreement was subsequently amended and
       restated to extend its expiration date to December 
       31, 1997, to reduce the annual maximum management fee
       payable from 3% to 2.5% after December 31, 1994 and
       to give the Company the option to prepay the
       management fee for the period July 1, 1994 through
       December 31, 1995 at a 25% discount from the
       aggregate estimated yearly fees.  In December 1995,
       the Management Agreement with Sepa was terminated. 
       As a condition of the termination, Chyron agreed to
       pay Sepa $2 million for fees due for the period
       January 1, 1996 through December 31, 1997.  This
       resulted in savings of approximately $1 million for
       the Company.  The Management Agreement is
       incorporated herein by reference and was filed as an
       exhibit to the report on Form 10-K for the fiscal
       year ended June 30, 1991, and the First Amendment and
       the Assignment are incorporated herein by reference
       and were filed as exhibits to the report on Form 10-K
       for the six-month transition period ended December
       31, 1991.  The December 1993 amendment is
       incorporated herein by reference and were attached as
       exhibits to the report on Form 10-K for the fiscal
       year ended December 31, 1993.  The assignment of the
       Management Agreement to Sepa and the Amended and
       Restated Management Agreements are incorporated
       herein by reference and were attached as exhibits to
       the report on Form 10-K for the fiscal year ended
       December 31, 1994.  The Termination Agreement between
       Chyron and Sepa is incorporated herein by reference
       and is attached as an exhibit hereto.
       
       In September 1994, Chyron signed a distribution and
       license agreement with Comunicacion Integral
       Consultores, S.L., a Spanish limited company ("CIC"),
       for the sole license and distribution rights through
       December 31, 1997 to a software product, "Jaleo
       Composite".  Under this agreement the Company was
       committed to a minimum royalty fee based on projected
       sales.  The distribution and license agreement is
       incorporated herein by reference and was filed as an
       exhibit with the report on Form 10-K for the fiscal
       year ended December 31, 1994.  Under the Termination
       Agreement Chyron retained a non-exclusive license to
       distribute Jaleo composite until March 31, 1996.  In
       November 1995, Chyron and CIC terminated the
       aforementioned agreement. The Termination Agreement
       between Chyron and CIC is incorporated herein by
       reference and is attached as an exhibit hereto.
       
       ITEM 2.  PROPERTIES
       
       Chyron has five facilities comprising approximately
       66,000 square feet for factory and office space.  The
       Company leases two principal facilities; one for
       manufacturing, development, marketing, executive
       offices and support activities, consisting of 47,000
       square feet in Melville, New York, and the other,
       consisting of 15,000 square feet, in Santa Clara,
       California for development, sales and support
       activities.  Separate sales and technical support
       facilities are leased in three other locations in the
       United States.  See Note 15 to the Consolidated
       Financial Statements.  The Company believes its
       facilities are adequate to meet expected sales
       volumes for the immediate future.
       
       ITEM 3.  LEGAL PROCEEDINGS
       
       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 by plaintiff ("Percival Hudgins") as an
       investment banker.  Plaintiff relies upon an
       engagement letter, dated January 9, 1995, as
       purportedly amended by a letter agreement dated
       January 18, 1995.  Plaintiff claims that it is
       entitled to a fee in connection with the sale of
       stock of Chyron by SEPA/PESA to the MWW Group.  
       Plaintiff seeks damages of approximately $600,000. 
       Chyron has answered, denied all material allegations,
       and has asserted a third party claim against
       plaintiff's principal, John Percival, who also was a
       member of Chyron's Board of Directors.  Chyron
       believes that no success fee is payable pursuant to
       the terms of the engagement letter because, among
       other things, no transaction occurred as provided for
       by the engagement letter, other conditions precedent
       were not met, and the amendment relied upon by
       plaintiff is unenforceable.  The third party claim
       again John Percival alleges that he breached his
       fiduciary duties to Chyron and is liable for any
       amounts that might be awarded to plaintiff, together
       with counsel fees.
       
       ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
       HOLDERS
       
       There were no matters submitted to a vote by the
       Company's security holders during the quarter ended
       December 31, 1995.


                                  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 and the Chicago Stock Exchange under the
       ticker symbol "CHY".  The approximate number of
       holders of record of the Company's common stock at
       December 31, 1995 was 8,500.  The approximate number
       of shareholders, including those held by depository
       companies for certain beneficial owners, is estimated
       to be 16,000.
         
       Pursuant to the Company's First Amended Joint Plan of
       Reorganization, dated October 28, 1991, filed with
       the U.S. Bankruptcy Court for the Eastern District of
       New York, the Company issued 5,795,555 Common Stock
       Purchase Warrants on January 20, 1992.  These
       warrants began trading on the Chicago Stock Exchange
       under the ticker symbol "CHYWS.M".  Each warrant
       entitles its holder to purchase one share of the
       Company's common stock at $0.20 per share.  The
       warrants expired on January 31, 1996.  As of December
       31, 1995, a total of 4,070,024 warrants were
       exercised.  During 1996, 1,138,523 warrants were
       exercised.
       
       STOCK AND WARRANT PRICE AND DIVIDEND INFORMATION
       
       The following table sets forth the high and low stock and warrant
       prices for 1995 and 1994:
       
                                           STOCK PRICES    WARRANT PRICES
                                           HIGH     LOW    HIGH      LOW 
       YEAR ENDED DECEMBER 31, 1995:
       
       Quarter ended March 31, 1995      $  3/4   $ 3/8   $13/32  $   1/8
       Quarter ended June 30, 1995            1     1/2    11/16     5/32
       Quarter ended September 30, 1995       3   13/16    2 3/4    11/16   
       Quarter ended December 31, 1995    2 7/8   1 3/4    2 5/8   1 7/16   
                                           
        
       YEAR ENDED DECEMBER 31, 1994:
       
       Quarter ended March 31, 1994      $  3/4   $9/16   $  5/8  $  5/16 
       Quarter ended June 30, 1994          3/4    9/16     7/16      3/8 
       Quarter ended September 30, 1994     3/4    9/16      1/2     5/16 
       Quarter ended December 31, 1994    11/16    9/16      1/2      1/4 
       
       Due to the Company's need to conserve cash for future
       working capital needs and growth, the Company does
       not anticipate the payment of cash dividends in the
       foreseeable future.

       
       ITEM 6.  SELECTED FINANCIAL DATA
       (In thousands, except per share data and ratios)
       
                                                               FISCAL YEAR
                      YEARS ENDED           SIX MONTHS ENDED     ENDED 
                      DECEMBER 31,            DECEMBER 31,      JUNE 30,
             1995   1994     1993    1992        1991(1)          1991
                  
       INCOME STATEMENT DATA
       Net sales
          $53,971 $42,762  $37,391  $29,715     $13,205     $ 23,891        
       
       Net income (loss)(5) 
          $ 7,476 $(8,994) $ 1,276  $ 1,005     $ 6,667     $(19,771)  
       
       PER SHARE DATA (2)
       Net income (loss)(5) 
              .08    (.10)     .02      .01         -           -     
       
       Cash dividends  
              -        -      -        -            -           -             
       
       BALANCE SHEET DATA
       Working capital(3) 
          $28,221 $12,103  $13,256  $11,692     $10,682     $ 20,104  
       
       Current ratio(3)  
             3.99    2.21     1.85     1.79        2.02         2.52       
       
       Total assets 
          $44,332 $28,644  $38,516  $35,623     $29,597      $50,737      
       
       Long-term debt(4)
          $ 4,911 $ 4,829  $   200  $ 3,000     $ 5,000     $   -          
       
       Shareholders' equity 
         (deficit) 
          $29,983 $13,776  $22,627  $17,882     $14,099     $ (2,568)       
       
       Weighted average number
       of shares outstanding(2)
           91,148  86,886   75,885   70,543         -            -  
                          
       
       (1)  In connection with its acquisition by Pesa, Inc., the Company
       changed its fiscal year end  to December 31, beginning in 1991.
       
       (2)  For the years ended December 31, 1995, 1994, 1993 and 1992, fully 
       diluted earnings per share are not presented since such presentation
       would not be materially different from primary earnings per share. 
       Per share data is not presented for the predecessor periods due to
       the change in the capital structure of the Company upon its emergence
       from its reorganization proceeding under Chapter 11 of the United 
       States Bankruptcy Code on December 27, 1991.
       
       (3)  June 30, 1991 calculation does not include liabilities subject to 
       settlement under Chapter 11 reorganization.
       
       (4)  The December 31, 1994, 1993, 1992 and 1991 amounts do not include
       the Convertible Subordinated Notes issued to Pesa, Inc. as part of the 
       Chapter 11 reorganization.  See Note 11 to the Consolidated Financial
       Statements. 
       
       (5) Includes West Coast Restructuring Charge of $12.7 million for the 
       year ended December 31, 1994.  See Note 3 to the Consolidated Financial 
       Statements.
       

       ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
       RESULTS OF OPERATIONS AND FINANCIAL CONDITION      
       
       RESULTS OF OPERATIONS
       
       COMPARATIVE PERFORMANCE YEAR ENDED DECEMBER 31, 1995
       VS 1994
       
       Sales increased to $54 million, or 26%, over the
       prior year, primarily due to increases in the
       Company's character generator lines.  The Infinit!
       product line showed the largest dollar growth at
       $6.4 million, or 41%, with the Max line showing the
       largest percentage growth at 65%, or $4.7 million. 
       Increases in sales also stem from increases in the
       Company's Maxine product line which showed
       improvements of $2.4 million, or 39%, over the prior
       year.  The growth in sales was seen both
       domestically and abroad.
       
       Gross margins increased $7.4 million as a result of
       the 26% increase in sales.  Gross margins as a
       percentage of sales increased to 58% from 56% in
       1994 mainly due to increased efficiencies in the
       factory and management's efforts in cost reductions.
       
       Selling, general and administrative (SG&A) expenses
       increased by $2.8 million over the prior year.  This
       increase was primarily due to (a) 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 Chyron if Pesa sold
       its shares, and (b) the accrual of severance
       payments due to former management of $430,000.  
       Additional increases were seen due to increases in
       costs related to the 26% increase in sales.  These
       increases were offset by costs cutting measures
       instituted by the Company in conjunction with the
       West Coast Restructuring in the prior year as is
       seen by the decrease in SG&A expenses as a
       percentage of sales from 33% in 1994 to 31% in 1995.
       
       Research and development (R&D) expenses decreased in
       1995 by $58,000.  The decrease was mainly 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, R&D expenses
       for 1995 increased $359,000, mainly 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 product line.  R&D expense
       includes the amortization of software development
       costs, which increased $82,000 due to the release of
       new options in 1995 for the Company's character
       generator product lines.
       
       Net interest expense increased by $11,000 over 1994
       due to an increase in the average prime rate for the
       period and additional interest expense related to
       the Company's capital lease obligations entered into
       in December of 1994.   This increase was offset by
       earnings on the Company's cash equivalents.
       
       Income before provision for income taxes was $7.9
       million for 1995, an increase of $16.9 million over
       the $9 million loss in the prior year.  Net income
       for the current year includes a $2 million charge
       related to the termination of the Company's
       Management Agreement with Sepa, which is further
       described in Note 2 to the Consolidated Financial
       Statements, and a recapture of the prior year's
       restructuring charge of $1.3 million.  See details
       of the changes in the West Coast Restructuring
       Charge in Note 3 to the Consolidated Financial
       Statements.  Exclusive of the management fee charge
       in 1995 and amounts related to the West Coast
       Restructuring charge in both 1994 and 1995, the
       income before provision for income taxes increased
       $5 million due primarily to increases in net sales
       and gross margins for 1995 coupled with increased
       efficiencies and cost savings measures as well as
       the benefit of the West Coast Restructuring
       commencing in the third quarter of 1994.
       
       Net income for 1995 increased to $7.5 million as
       compared to a loss of $9 million in the prior year. 
       A total income tax provision of $470,000, or 6%, 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 believes
       that the Company will generate sufficient future
       taxable income from ordinary and recurring
       operations to realize the deferred tax assets.  At
       December 31, 1995, the Company has recorded a
       valuation allowance of approximately $5.4 million. 
       See further discussions regarding the income tax
       provision, the valuation allowance and related items
       in Note 13 to the Consolidated Financial Statements. 
       
       COMPARATIVE PERFORMANCE YEAR ENDED DECEMBER 31, 1994
       VS 1993
       
       Sales increased by 14%, which was attributable to
       significant increases in sales across the range of
       the Company's graphics products to broadcasters,
       post production houses and users of corporate video
       systems.  Sales for the Company's three flagship
       high-end products increased 27% with the Infinit
       workstation showing a 29% volume growth, the entry
       level Maxine a 50% volume growth and the
       intermediate Max a 9% unit price improvement due to
       the increased sale of featured options.   The Codi
       titling and logo generators had a 28% unit volume
       growth, with an average system price improvement
       over the prior year of 93%.  In 1994, sales also
       included a software license fee of $610,000 for use
       of the source code of the Company's Liberty paint
       and animation software.  
       
       Gross margins increased $3.3 million as a result of
       a 14% increase in sales.  Gross margins as a
       percentage of sales increased to 56% from 55% in
       1993 as a result of management's efforts to enhance
       productivity in the factory and the benefits of the
       West Coast restructuring.
       
       SG&A expenses increased by $849,000, but decreased
       as a percentage of sales from 36% in 1993 to 33% in
       1994, primarily due to savings from the
       consolidation of the Company's two Melville
       facilities, reduction in staffing levels and the
       West Coast restructuring, which in turn were offset
       by an increase in costs related to the 14% increase
       in sales, new marketing and advertising initiatives,
       moving expenses and the write-off of the leasehold
       improvements related to the consolidation of the
       Company's two Melville facilities.
       
       R&D expenses, including the amortization of
       capitalized software development costs, increased by
       $590,000 due to strategic initiatives in improving
       the Company's profitable product lines. 
       Amortization of software development costs (included
       in R&D) increased $167,000 as a result of the
       release of new products and options since 1993.
       
       As of September 30, 1994, Chyron'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 Chyron's management to
       redirect its product lines to a broader base market
       and to reengineer its R&D focus, the Company
       initiated a plan to restructure the West Coast
       operations.
       Consequently, as a major step in increasing the
       Company's profitability as a whole, 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 unprofitable product
       lines, write-off software costs that the Company
       believed no longer fit its strategic 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.  The specific components of the
       restructuring charge broken-out between asset write
       downs and cash outlays were as follows:
       
       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
                                              $12,716
       
       The cash outlays required by the restructuring have
       been funded by the Company's profitable product
       lines.  Cash outlays for the six month restructuring
       period were $3,773,000, of which $1,000,000 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 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 expense decreased as a result of the
       reduction in the Company's secured credit facility
       from $6,485,000 to $4,500,000 at December 31, 1994,
       offset in part by the increase in the average prime
       rate over the prior period.
       
       Due to the West Coast restructuring charge of
       $12,716,000, which included the disposition of
       inventory related to unprofitable product lines, the
       Company had a book and tax loss for 1994 and,
       accordingly, there was no provision or benefit for
       income taxes.
       
       The operating loss of $8,469,000 would have been an
       operating profit of $4,247,000 exclusive of the West
       Coast restructuring charge of $12,716,000 compared
       to $2,750,000 for 1993.  This increase was mainly
       attributable to the fact that the fourth quarter
       losses of the West Coast operations of approximately
       $1,000,000 were provided for in the $12,716,000 West
       Coast restructuring charge taken in the quarter
       ended September 30, 1994 and also due to the
       increase in sales and gross margins in 1994.
        
       IMPACT OF INFLATION AND CHANGING PRICES
       
       Although the Company cannot accurately determine the
       precise effect of inflation, the Company has
       experienced increased costs of materials, supplies,
       salaries and benefits and increased general and
       administrative expenses.  The Company attempts to
       pass on increased costs and expenses by developing
       more useful and cost effective products for its
       customers that can be sold at more favorable profit
       margins.  
       
       LIQUIDITY AND CAPITAL RESOURCES
       
       On April 27, 1995, the Company entered into a two
       year secured credit facility with the CIT Group for
       $10,000,000.  Based on projected working capital and
       financial requirements, in February 1996, the
       Company received a commitment letter from a
       financial institution for a revolving credit
       facility of $10 million and a term loan of $8
       million.  The revolving portion of the facility
       matures 3 years from closing, while the term portion
       matures 4 years from closing.  See Note 17 to the
       Consolidated Financial Statements for further
       discussion. 
       
       The Company's current ratio was 3.99 and its working
       capital was $28,221,000 at December 31, 1995.
         
       At December 31, 1995, the Company had operating
       lease commitments for equipment and factory and
       office space totaling $3.7 million of which $563,000
       is payable within one year.  See Notes 2 and 15 to
       the Consolidated Financial Statements.
       
       SUBSEQUENT EVENTS
       
       On February 29, 1996, the Company acquired 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.  Chyron purchased shares of RT-SET
       Convertible Preferred Stock in exchange for 2.4
       million shares of Chyron common stock valued at $6
       million.  Chyron was granted certain call option
       rights which, when exercised, will result in the
       Company owning up to a 51% interest in RT-SET. 
       Chyron and RT-SET will jointly market and distribute
       RT-SET products and Chyron will provide
       infrastructure for installation, service and support
       functions.  
       
       On January 4, 1996, Chyron signed a Letter of Intent
       to acquire Pro-Bel Limited ("Pro-Bel"), located in
       the United Kingdom.  Pro-Bel manufactures and
       distributes video signal switching equipment and
       systems.  Under the terms of the Letter of Intent,
       the consideration consists of approximately $12.1
       million (8 million pounds sterling) in cash and
       notes, of which a minimum of $6.8 million will be in
       cash, and approximately $9 million (6 million pounds
       sterling) of restricted Chyron Common Stock valued
       at the average closing price of Chyron shares on the
       New York Stock Exchange for a defined period
       preceding the closing of the transaction.  The
       closing is expected to be completed in March 1996.
       
       NEW ACCOUNTING STANDARDS
       
       In March 1995, the Financial Accounting Standards
       Board ("FASB") issued Statement of Financial
       Accounting Standards ("SFAS") No. 121, "Accounting
       for the Impairment of Long Lived Assets and for Long
       Lived Assets to be Disposed of."  This accounting
       standard, which is effective for financial
       statements issued for fiscal years beginning after
       December 15, 1995, is not expected to have a
       material impact on the Company's results or
       reporting.
       
       In October 1995, the FASB issued SFAS No. 123,
       "Accounting for Stock Based Compensation".  This
       accounting standard is effective for financial
       statements issued for fiscal years beginning after
       December 15, 1995.  The Company plans to adopt SFAS
       123 in 1996 through disclosure in the Notes to the
       Consolidated Financial Statements.
       
       
              Report of Independent Auditors
                              
       
       
       February 8, 1996, except as to Note 17, which is as
       of February 29, 1996
       
       
       To the Board of Directors and
       Shareholders of Chyron Corporation
       
       In our opinion, the consolidated financial
       statements for the year ended December 31, 1995
       listed in the index appearing under Item 14(a)(1)
       and (2) on page 38 present fairly, in all material
       respects, the financial position of Chyron
       Corporation and its subsidiaries at December 31,
       1995 and the results of their operations and their
       cash flows for the year then ended 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 audit.  We conducted our audit 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 audit provides a reasonable basis
       for the opinion expressed above.
       
       
       Price Waterhouse LLP
       


       Report of Independent Auditors
                              
       
       Shareholders and Board of Directors
       Chyron Corporation and Subsidiary
       
       We have audited the accompanying consolidated
       balance sheet of Chyron Corporation and subsidiary
       as of December 31, 1994 and the related consolidated
       statements of operations, shareholders' equity, and
       cash flows for each of the two years in the period
       ended December 31, 1994.  Our audits also included
       the consolidated financial statement schedule for
       each of the two years in the period ended December
       31, 1994 listed in the Index at Item 14(a).  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
       audits.
       
       We conducted our audits 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 audits provide a
       reasonable basis for our opinion.
       
       In our opinion, the consolidated financial
       statements referred to above present fairly, in all
       material respects, the consolidated financial
       position of Chyron Corporation and subsidiary at
       December 31, 1994, and the consolidated results of
       their operations and their cash flows for each of
       the two years in the period ended December 31, 1994,
       in conformity with generally accepted accounting
       principles.  Also, in our opinion, the related
       consolidated financial statement schedule referred
       to above, 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
       


       ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY
       DATA
       
                      CHYRON CORPORATION
            CONSOLIDATED STATEMENTS OF OPERATIONS
       FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
           (In thousands except per share amounts)
       
       
                                       1995   1994    1993  
       
       Net sales.................... $53,971 $42,762 $37,391
       
       Cost and expenses:
        Manufacturing...............  22,746  18,912  16,816
        Selling, general and 
          administrative............  17,066  14,301  13,452
        Research and development....   4,105   4,163   3,573
        Management fee..............   2,911   1,139     800
        West Coast restructuring
          (recapture) charge........  (1,339) 12,716         
       Total costs and expenses.....  45,489  51,231  34,641
       
       Operating income (loss)......   8,482  (8,469)  2,750
       
       Interest expense, net........     536     525     714
       Income (loss) before 
         provision for income taxes.   7,946  (8,994)  2,036
       
       Income taxes/equivalent 
         provision..................     470             760
       
       Net income (loss)............ $ 7,476 $(8,994)$ 1,276
       
       Earnings (loss) per common
         share...................... $   .08 $  (.10)$   .02
       
       Weighted average number of
         common and common 
         equivalent shares 
         outstanding ...............  91,148  86,886  75,885
       
         
       
       
       
           
              
            
       See Notes to the Consolidated Financial Statements.
       


                     CHYRON CORPORATION
       CONSOLIDATED BALANCE SHEETS AT DECEMBER 31, 1995 AND 1994
             (In thousands except share amounts)
       
                           ASSETS
                                                               
                                                    1995     1994
       Current assets:                                 
         Cash and cash equivalents..............  $ 5,012  $ 1,555
         Accounts and notes receivable..........   13,967   13,225
         Inventories............................   11,645    5,464
         Prepaid expenses.......................      578    1,898
         Deferred tax asset.....................    6,457          
           Total current assets.................   37,659   22,142
       
       Property and equipment...................    3,300    3,646
       Software development costs...............    1,716    2,520
       Deferred tax asset.......................    1,403
       Other assets.............................      254      336
       TOTAL ASSETS                                 $44,332  $28,644
       
         
            LIABILITIES AND SHAREHOLDERS' EQUITY
       
       Current liabilities:
         Accounts payable and accrued expenses..  $ 8,120  $ 7,008
         Management fee payable.................    1,000     
         Reserve for West Coast restructuring...      158    2,824
         Capital lease obligations..............      160      207
           Total current liabilities............    9,438   10,039
       
       Loans payable............................    4,741    4,500
       Capital lease obligations................      170      229
       Convertible subordinated notes payable...               100
           Total liabilities....................   14,349   14,868
       
       Commitments (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 -
          90,071,394 shares at December 31, 1995,
          87,392,524 shares at December 31, 1994.     901     874
         Additional paid-in capital..............  27,739  19,035
         Retained earnings/(accumulated deficit).   1,343  (6,133)
       Total shareholders' equity................  29,983  13,776
       TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.$44,332 $28,644
       
       

       See Notes to the Consolidated Financial Statements.
       


                          CHYRON CORPORATION
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
          FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                             (In Thousands)
       
                                                          
                                                    1995    1994    1993   
       CASH FLOWS FROM OPERATING ACTIVITIES
       Net income (loss).......................... $7,476 $(8,994) $1,276   
       Adjustments to reconcile net income (loss)
        to net cash provided by operations:
        West Coast restructuring (recapture) 
         charge..............................      (1,339) 11,766
        Depreciation and amortization.............  2,067   2,037   1,816   
        Income tax equivalent provision...........    354             608   
        Loss on abandonment of leasehold 
         improvements.............................            350
       Changes in operating assets and liabilities:
        Accounts and trade notes receivable.......   (742)    567  (2,175)  
        Inventories............................... (6,181)  2,879    (894)  
        Prepaid expenses..........................  1,320  (1,184)    141   
        Income taxes receivable...................                    248
        Accounts payable and accrued expenses.....  1,112  (1,913)  1,044   
        Management fee payable....................  1,000                  
        Reserve for West Coast restructuring...... (1,327)               
       Net cash provided by operating activities..  3,740   5,508   2,064   
       
       CASH FLOWS FROM INVESTING ACTIVITIES
       Acquisition of property and equipment......   (710)   (660)   (731)  
       Capitalized software development...........   (207) (1,383) (1,741)  
       Sales of equipment held for lease..........                    112
       Other......................................     28     102     141   
       Net cash (used in) investing activities....   (889) (1,941) (2,219)  
       
       CASH FLOWS FROM FINANCING ACTIVITIES
       Payments of capital lease obligations......   (106)
       Payments of loans payable.................. (4,500) (1,985)
       Net proceeds from new credit facility......  4,741
       Proceeds from exercise of common stock 
        purchase warrants.........................    471      43      61   
       Payments of Chapter 11 claims and other 
        reorganization items......................           (283)    (96)  
       Net cash provided by (used in) financing 
         activities...............................    606  (2,225)    (35)  
       
       Change in cash and cash equivalents........  3,457   1,342    (190)  
       Cash and cash equivalents at beginning 
         of year..................................  1,555     213     403   
       Cash and cash equivalents at end of year... $5,012  $1,555  $  213   
       
       SUPPLEMENTAL CASH FLOW INFORMATION
       Interest paid.............................. $  555  $  548  $  945   
       
       Income taxes paid.......................... $  116  $   71  $   27   
       
       
      
       
       
          See Notes to the Consolidated Financial Statements.
       
 

                           CHYRON CORPORATION
            CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
          FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                             (In thousands)
       
       
                                                            RETAINED
                                   COMMON STOCK ADDITIONAL  EARNINGS
                                  $.01 PAR VALUE  PAID-IN (ACCUMULATED
                                    SHARES AMOUNT CAPITAL    DEFICIT)
 
         Balance at December 31, 1992. 72,309  $723  $15,574   $1,585
       
       Net income.....................                          1,276
       
       Exercise of warrants...........    304     3       58
       
       Conversion of subordinated 
        notes......................... 14,000   140    2,660
       
       Benefit of utilization of net 
        operating loss carryforward
        under Fresh Start Reporting...                   608               
              
       Balance at December 31, 1993..  86,613   866   18,900    2,861    
       
       Net loss.......................                         (8,994)
       
       Exercise of warrants...........    280     3       40
          
       Conversion of subordinated 
         notes........................    500     5       95          
       
       Balance at December 31, 1994... 87,393   874   19,035   (6,133)
       
       Net income.....................                          7,476
       
       Income tax equivalent benefit
        from reduction of deferred
        tax assetvaluation allowance..                 6,800         
       
       Benefit of utilization of net 
        operating loss carryforward 
        under Fresh Start Reporting...                 1,360
       
       Exercise of warrants...........  2,178    22      449
       
       Conversion of subordinated 
        notes.........................    500     5       95         
       
        Balance at December 31, 1995. $90,071  $901  $27,739   $1,343
       
       
       
       
       
       
        
         
       See Notes to the Consolidated Financial Statements.
       



       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              
       1.  CONTROL OF REGISTRANT
       
       On  May 26, 1995, Pesa Inc., a Delaware Corporation
       ("Pesa"), sold 10,000,000 shares of common stock of
       Chyron Corporation ("Chyron" or "the Company") to CC
       Acquisition Company A, a Delaware limited liability
       company ("CCACA").  On July 25, 1995, Pesa sold
       49,414,732 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 5,000,000 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 10,000,000 shares and (ii) CCACA and CCACB
       agreed to acquire an additional 49,414,732 shares
       and (2) CCACA entered into a stock purchase
       agreement with Sepa (the "Sepa Agreement") pursuant
       to which CCACA agreed to acquire 5,000,000 shares,
       and the voting rights and right of first refusal to
       an additional 9,000,000 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 300,000 shares, which shares were
       acquired by Leubert from Sepa and which reduced from
       9,000,000 to 8,700,000 the Company's right of first
       refusal to acquire shares 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 20,000,000 shares, (ii) CCACA
       assigned its rights under the Sepa Agreement to
       acquire 5,000,000 shares, (iii) CCACA assigned its
       right of first refusal to acquire 5,400,000 of the
       9,000,000 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 17,648,839 shares.
       
       The closing, as contemplated by the Pesa Agreement
       and the Sepa Agreement, occurred on July 25, 1995. 
       Consequently, CCAC beneficially owns in the
       aggregate 21,765,892 shares and the WPG/Westpool
       Investor Group beneficially owns in the aggregate
       41,905,896 shares.  Beneficial ownership does not
       include 9,000,000 shares for which the voting rights
       have been assigned to CCAC and the WPG/Westpool
       Investor Group.
       
       Name of Owner  Number of Shares  Date of Acquisition
       
       CCACA             10,000,000         May 26, 1995
       CCACB             11,765,892        July 25, 1995
       CDA               17,770,615        July 25, 1995
       CDAO               4,285,120        July 25, 1995
       WPGII              4,415,557        July 25, 1995
       WPGIII             3,671,545        July 25, 1995
       WIT                6,984,311        July 25, 1995
       Lion               3,308,366        July 25, 1995
       C.M. Diker         1,470,382        July 25, 1995
       Others               742,944        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.  On June 24, 1994, Amper sold all of its
       shares of stock of Electronica to Sepa.  On August
       2, 1994, Sepa acquired 14,000,000 shares of Chyron
       common stock from certain foreign shareholders.
       Consequently, Sepa directly and indirectly through
       Pesa became the beneficial owner of 73,414,732
       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.  
       
       2.  RELATED PARTY TRANSACTIONS
       
       Sepa, prior to the above described change in
       control, was the beneficial owner of 73,414,732
       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, $303,000 and $127,000 for 1995,
       1994 and 1993, respectively, and were billed to
       these related parties under a usage based
       allocation.  During 1993, the Company also performed
       certain development work for Electronica and sold to
       it certain products that were billed under an arm's
       length arrangement.  These sales amounted to
       $272,000.
       
       As of December 31, 1994, the Company was indebted to
       Sepa and its affiliates for $49,000, representing
       the cost of services provided and interest accrued
       on the Convertible Subordinated Notes.  Also, the
       Company had outstanding receivables due from
       Electronica and its affiliates for equipment and
       services at December 31, 1995 and 1994 amounting to
       $483,000 and $685,000, respectively.  In light of
       Electronica's filing "Suspension de Pagos" in Spain,
       reserves of $389,000 and $545,000, respectively,
       have been provided for these receivables.
       
       A director 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 $273,000
       during 1995.
       
       3.  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 its 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 the year ended December
       31, 1995 related 
       
                                     RESERVE FOR   WEST COAST
                                     WEST COAST   RESTRUCTURING
                                    RESTRUCTURING   RECAPTURE    
       
         Balance at January 1, 1995       $2,824       $    0
         Current year operating loss       1,707
         Sublease agreement                  356          356
         Realization on asset write-down                  380
         Recapture                           603          603
         Balance at December 31, 1995     $  158       $1,339
                     
       4.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
       
       The Company'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
       production.  Today these products include: graphics
       and character generation systems and electronic
       paint and animation systems and software.  As a
       result, the Company operates as one business
       segment.
       
       BASIS OF PRESENTATION
       
       The consolidated financial statements include the
       accounts of the Company and its wholly-owned
       subsidiary, which is currently inactive.  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 and
       expenses during the period.
       
       CASH AND CASH EQUIVALENTS
       
       Cash and cash equivalents 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 3 months or
       less.  The carrying amounts of cash and cash
       equivalents approximate their fair value.
       
       INVENTORIES
       
       Inventories are stated at the lower of cost (first-
       in, first-out basis) or market.
       
       PROPERTY, EQUIPMENT AND DEPRECIATION
       
       Property and equipment are carried at cost and are
       depreciated on the straight-line method over
       estimated useful lives of 3-10 years.  Leasehold
       improvements are amortized over the shorter of the
       remaining life of the lease or the life of the
       improvement.  
       
       REVENUE RECOGNITION
       
       Revenue is recognized when finished products are
       shipped.
                  
       INCOME TAXES
       
       In connection with Chyron'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, "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 deferred tax liability is determined
       based on the differences between the financial
       reporting and tax bases of assets and liabilities
       and enacted tax rates that are expected to be in
       effect for the years in which the differences are
       expected to reverse.  The deferred tax liability is
       reduced by cumulative tax credits and losses carried
       forward for tax purposes and by tax deductible
       temporary differences (deferred tax assets).  See
       Note 13.
       
       COMMON STOCK EQUIVALENTS
       
       In December 1991, the Company issued to Pesa $5
       million of Convertible Subordinated Notes ("Notes"). 
       The Notes were convertible into shares of Chyron
       common stock at a conversion price of $.20 per
       share.  As of December 31, 1995, all of the Notes
       had been converted into shares. 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
       5,795,555 Common Stock Purchase Warrants. Each
       warrant entitled its holder to purchase one share of
       the Company's common stock at $.20 per share.  These
       warrants expired on January 31, 1996.  As of
       December 31, 1995, a total of 4,070,024 Common Stock
       Purchase Warrants had been exercised.  In January
       1996, an additional 1,138,523 warrants were
       exercised.
       
       During 1995, the Company's Board of Directors
       granted 3,125,000 Incentive Stock Options to certain
       employees for the purchase of Chyron common stock at
       a purchase price ranging from $1.625 to $1.875. 
       Additionally, during 1995, 90,000 Non-Incentive
       Stock Options were granted to members of the Board
       of Directors at a purchase price of $1.875.  The
       purchase price of the stock options granted
       represents the quoted closing market price at the
       dates of the grant.  The options vest over three
       years and expire on July 25, 2000.  During 1995 no
       options were exercisable.  See Note 12.
       
       EARNINGS PER SHARE
       
       Earnings per share are 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 Purchase Warrants and outstanding
       Incentive Stock Options.  Fully diluted earnings per
       share are not presented since such presentation
       would not be materially different from primary
       earnings per share. 
       
       5.  ACCOUNTS AND NOTES RECEIVABLE
       
       Trade accounts and notes receivable are stated net
       of an allowance for doubtful accounts of $3,134,000
       and $2,204,000 at December 31, 1995 and 1994,
       respectively.  The provision for doubtful accounts
       amounted to $466,000, $729,000, and $547,000 for
       1995, 1994 and 1993, respectively.  The carrying
       amounts of accounts and notes receivable are a
       reasonable estimate of their fair value.
       
       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, 1995 and 1994, receivables
       included approximately $2.7 million due from foreign
       customers.
       
       6.  INVENTORIES
       
       Inventories at December 31 consist of the following
       (in thousands):
       
                                    1995      1994
                                        
       Finished goods             $ 3,345   $ 1,811
       Work-in-process              5,250     1,807
       Raw material                 3,050     1,846
                                  $11,645   $ 5,464
       
       7.  PROPERTY AND EQUIPMENT
       
       Property and equipment at December 31 consist of the
       following (in thousands):
       
                                         1995      1994
                                              
       Land .....................       $   53    $   53
       Machinery and equipment...        4,441     3,881
       Furniture and fixtures....        1,501     1,348
       Leasehold improvements....          299       296
                                         6,294     5,578
       
       Less:  Accumulated depreciation
         and amortization                2,994     1,932
                                        $3,300    $3,646
       
       Machinery and equipment at December 31, 1995 and
       1994 includes $473,000 and $436,000, respectively,
       of assets held under capital lease obligations.  See
       Note 15.  
       
       Depreciation expense, which includes amortization of
       the Company's capital lease assets was $1,054,000,
       $1,106,000 and $785,000 in 1995, 1994 and 1993,
       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 during the year ended December 31 (in
       thousands):                                        
       
                                              1995    1994     1993
       
       Amounts capitalized...............  $   207  $ 1,383   $1,741    
        Less:  Amortization (included in
               Research and Development).   (1,013)    (931)    (764)   
               West Coast restructuring
               write-down to net 
                realizable value.........            (1,991)              
       Net (decrease) increase in
         software development costs......  $  (806) $(1,539)  $  977    


       9.  ACCOUNTS PAYABLE AND ACCRUED EXPENSES
       
       Accounts payable and accrued expenses at December 31
       consist of the following (in thousands):
       
                                       1995      1994
       
       Accounts payable............   $2,818    $3,389
       Compensation (including 
         pension liability)........    3,136     2,667
       Other accrued items.........    2,003       792
       Income taxes payable........      163       160
                                      $8,120    $7,008
       
       The carrying amounts of accounts payable and accrued
       expenses are a reasonable estimate of their fair
       value.
       
       10.  LOANS PAYABLE
       
       On April 27, 1995, the Company entered into a two
       year credit facility for $10,000,000 with a
       financial institution.  This facility, among other
       things, is secured by substantially all the
       Company's accounts receivable and inventories. 
       Borrowings are limited to amounts computed under a
       formula for eligible accounts receivable and
       inventory.  Interest is payable monthly at the prime
       rate (8.5% at December 31, 1995) plus 2% per annum. 
       At December 31, 1995, the Company had $4,741,000
       outstanding under such facility.  The carrying
       amount of notes payable is a reasonable estimate of
       its fair value.
       
       At December 31, 1994, the Company had $4.5 million
       outstanding with another financial institution under
       a secured revolving credit facility, which was
       classified as long-term debt as the Company, on
       February 1, 1995, had received a commitment for the
       aforementioned two-year facility.  Interest on the
       former facility was payable monthly at prime plus 2%
       per annum.
       
       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 25,000,000 shares of
       common stock of the Company at a conversion rate of
       20 cents per share.  As of December 31, 1995, 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 5,000,000
       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.   During 1995, no options
       were exercisable. 
       
       On July 25, 1995 and November 21, 1995, the Board of
       Directors granted Incentive Stock Options for the
       purchase of 2,975,000 and 150,000 of such shares to
       certain employees, the purchase price per option
       share is $1.625 and 1.875, respectively, the quoted
       closing market price at the dates of grant. 
       Additionally, on July 31, 1995, the Board of
       Directors granted Non-Incentive Stock Options to
       members of the Board of Directors for the purchase
       of 90,000 such shares, the purchase price being
       $1.875 per option share, the quoted closing market
       price at the date of this grant.  The options vest
       over three years at 33 1/3% per annum and expire on
       July 25, 2000.   On July 25, 1995, the Board of
       Directors approved an amendment to the Plan to
       provide that all Directors who are not officers of
       the Company shall receive, on an annual basis on the
       last trading date of each July, stock options for
       10,000 shares of the Company's common stock, at an
       exercise price equal to the quoted closing market
       price of the stock on the date of grant; such
       amendment is subject to shareholder approval at the
       next annual meeting of shareholders.
       
       13.  INCOME TAXES
       
       The provision for income taxes consists of the
       following (in thousands):
       
                                      1995   1994   1993
       Current:
         State....................   $  50  $      $ 152
         Tax equivalent provision.     420           608
                                     $ 470  $      $ 760
       
       The effective income tax rate differed from the
       Federal statutory rate as follows (in thousands):
       
                           1995          1994        1993  
                       Amount    %    Amount   %   Amount %
       
       Federal income tax provision
        (benefit) at statutory rate
                      $2,702   34.0 $(3,058)(34.0)$ 692 34.0    
       
       State income taxes, net of  
        federal tax benefit 
                          33     .4                 100  4.9    
       
       Benefit from post 
        reorganization temporary
        differences on tax
        equivalent provision       
                      (1,351) (17.0)
       
       Effect of valuation allowance                    
        on deferred tax assets  
                        (940) (11.8)  3,058  34.0
       
       Other, net   
                          26     .3                  (32)(1.6)
                     $   470    5.9% $           % $ 760 37.3% 
       
       The Company has deferred tax assets and deferred tax
       liabilities as presented in the table below.  The net
       deferred tax assets are subject to a valuation
       allowance, which was $5.4 and $14.5 million at
       December 31, 1995 and 1994, respectively.  This
       valuation allowance is primarily attributable to a
       pre-Chapter 11 reorganization net operating loss
       carryforward and pre-Chapter 11   reorganization
       deductible temporary differences.  As a result of
       current and projected future profitability, the
       allowance was partially reduced in 1995.
       
       Deferred tax assets (deductible temporary
       differences) as of December 31, prior to the
       allocation of the valuation allowance, consisted of
       the following (in thousands):
                                                                
                                         1995    1994   
       Post-reorganization net 
         operating loss carryforward   $   280 $   675
       Pre-reorganization net 
         operating loss carryforward     7,250   8,670 
       Pre-reorganization deductible
         temporary differences           4,555   3,972 
       Restructuring reserve                55   1,063 
       Other                             2,000   1,500  
         Total deferred tax assets     $14,140 $15,880 
            
       Deferred tax liabilities (taxable temporary
       differences) as of December 31 consisted of the
       following (in thousands):
              
                                            1995     1994    
       
       Pre-reorganization taxable 
         temporary differences            $   85  $   615 
       Software development costs            585      683 
       Other                                 210      152 
          
          Total deferred tax liabilities  $  880  $ 1,450 
       
       At December 31, 1995, the Company had net operating
       loss carryforwards ("NOL") of approximately $22.1
       million for tax purposes, expiring beginning with the
       year 1996 through 2009.  The U.S. Federal income tax
       code provides that the amount of pre-Chapter 11
       reorganization NOL's (approximately $21.3 million) at
       December 31, 1995 that can be utilized will be
       limited each year as a result of the change in
       control of the Company at the end of 1991 and certain
       other annual limitations.  Post-Chapter 11
       reorganization NOL's (approximately $.8 million at
       December 31, 1995) are also subject to such
       limitations, due to the change in control on July 25,
       1995.
       
       14.  BENEFIT PLANS
       
       The Company has a defined benefit pension plan (the
       "Pension Plan") covering substantially all 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 Pension Plan at December 31, 1995
       include government securities, corporate bonds and
       mutual funds.  
       
       The net periodic pension cost and its components
       under the provisions of SFAS No. 87 for the years
       ending December 31 are as follows (in thousands):   
                                                                            
              
                                        1995    1994    1993
       Service cost-benefits earned
         during the period ..........  $ 383    $437    $388     
       Interest cost on projected 
         benefit obligation..........    292     312     290    
       Actual return on plan assets..   (227)   (269)   (217)   
       Net amortization and deferral.    (15)                     
       Net periodic pension cost.....  $ 433    $480    $461      
       
       A reconciliation of the funded status of the Pension
       Plan to the Company's balance sheet at December 31 is
       as follows (in thousands):                          
                                 
                                         1995    1994    1993
                                                     
       Accumulated pension benefit
         obligation:
           Vested.....................  $2,265  $2,431  $2,036  
           Non-vested.................      79      63      87
           Total........ .............  $2,344  $2,494  $2,123  
       
         Projected benefit obligation.   4,138  $4,532  $3,765  
         Plan assets at fair value....   2,609   3,352   2,663  
         Projected benefit obligation in
           excess of assets...........   1,529   1,180   1,102  
       
       Less items not yet recognized 
         in net periodic pension cost:
         Unrecognized net gain (loss)
          from past experience and 
          changes in assumptions......     49     (35)    (45)  
       Pension liability.............. $1,578  $1,145  $1,057    
       
       In each year presented, the expected long-term rate
       of return on Pension Plan assets was 9%.  The
       weighted average discount rate used to determine the
       accumulated benefit obligation was 8% in 1995 and
       1994 and 9% in 1993.  The rate of compensation
       increase used was 6% for all years presented.  
       
       In 1994, the Company 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 ($9,240 in
       1995 and 1994), 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
       Plan on behalf of those participants who have made
       salary deferral contributions.  During 1995, the
       Company contributed $29,000 to the Plan.  During
       1994, no contributions were made by the Company.
         
       15.  COMMITMENTS AND CONTINGENCIES
       
       The Company is obligated under operating and capital
       leases covering facility space and equipment as
       follows (in thousands):
       
                             Operating  Capital 
       
       1996 ...............  $  563     $  183       
       1997 ...............     506        110           
       1998 ...............     374         58           
       1999 ...............     387         19          
       2000 ...............     401                      
       2001 and thereafter    1,420                      
                             $3,651     $  370       
       
       The operating leases contain provisions for
       maintenance and escalations for real estate taxes. 
       Total rent expense was $496,000, $530,000 and
       $822,000 for 1995, 1994 and 1993, respectively.  The
       cumulative imputed interest in the capital lease
       obligation is $40,000.
       
       As of December 31, 1995, the Company had letters of
       credit outstanding totalling $28,000 which guaranteed
       various trade activities.  The contract amount of the
       letters of credit is a reasonable estimate of their
       fair value as the value for each is fixed over the
       life of the commitment.  The Company maintains a
       total credit line of $100,000 specifically for
       obtaining standby letters of credit.
       
       There are several legal actions pending against the
       Company.  It is management's belief that none of
       these actions have merit nor will any outcome
       materially affect the financial position of the
       Company.
       
       16.  NEW ACCOUNTING STANDARDS
       
       In March 1995, the Financial Accounting Standards
       Board ("FASB") issued Statement of Financial
       Accounting Standards ("SFAS") No. 121, "Accounting
       for the Impairment of Long Lived Assets and for Long
       Lived Assets to be Disposed of."  This accounting
       standard, which is effective for financial statements
       issued for fiscal years beginning after December 15,
       1995, is not expected to have a material impact on
       the Company's results or reporting.
       
       In October 1995, the FASB issued SFAS No. 123,
       "Accounting for Stock Based Compensation".  This
       accounting standard is effective for financial
       statements issued for fiscal years beginning after
       December 15, 1995.  The Company plans to adopt SFAS
       123 in 1996 through disclosure in the Notes to the
       Consolidated Financial Statements.
       
       17.  SUBSEQUENT EVENTS
       
       On February 29, 1996, the Company acquired a 19%
       interest in RT-SET, 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.  Chyron purchased shares of RT-SET
       Convertible Preferred Stock in exchange for 2.4
       million shares of Chyron common stock valued at $6
       million.  Chyron was granted certain call option
       rights which, when exercised, will result in the
       Company owning up to a 51% interest in RT-SET. 
       Chyron and RT-SET will jointly market and distribute
       RT-SET products and Chyron will provide
       infrastructure for installation, service and support
       functions.  
       
       On January 4, 1996, Chyron signed a Letter of Intent
       to acquire Pro-Bel Limited ("Pro-Bel"), located in
       the United Kingdom.  Pro-Bel manufactures and
       distributes video signal switching equipment and
       systems.  Under the terms of the Letter of Intent,
       the consideration consists of approximately $12.1
       million (8 million pounds sterling) in cash and
       notes, of which a minimum of $6.8 million will be in
       cash, and approximately $9 million (6 million pounds
       sterling) of restricted Chyron Common Stock valued at
       the average closing price of Chyron shares on the New
       York Stock Exchange for a defined period preceding
       the closing of the transaction.  The closing is
       expected to be completed in March 1996.
       
       In February 1996, the Company received a commitment
       letter from a bank to obtain a credit facility
       totalling $18 million.  The facility, which is
       secured by the Company's properties and assets
       consists of a revolving credit facility of $10
       million and a term loan of $8 million.  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 $2
       million.  Interest on the revolving credit facility
       is equal to Prime or adjusted LIBOR plus 175 basis
       points and is payable monthly.  The revolving portion
       of the facility will mature 3 years from the closing
       of the loan.  The term loan is payable in quarterly
       installments of $500,000, commencing the first
       quarter following the close of the loan.  Interest on
       the term loan is equal to Prime or adjusted LIBOR
       plus 200 basis points and is payable monthly.  The
       term portion of the facility matures 4 years from the
       date of the closing of the loan.
       
       Management is targeting closing of the loan for March
       1996.  The closing is subject to the execution of a
       loan and security agreement with customary closing
       conditions.  As a condition of terminating the loan
       with the existing financial institution (see Note
       10), the Company will have to pay certain penalties
       which are estimated at $300,000.
       
       18.  OTHER INFORMATION
       
       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.
       
       Export sales are made through several international
       distributors.  Export sales are principally to
       customers in Europe and Canada and amounted to
       $7,511,000, $6,623,000 and $6,049,000, for 1995, 1994
       and 1993, respectively.
       
       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 120 days
       of December 31, 1995 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 subsidiary are included in Part II, Item 8:
                                                                        
       Page
       
       Report of Independent Auditors - current year                    18
       
       Report of Independent Auditors - prior years                     19
       
       Consolidated Statements of Operations for the Years Ended 
       December 31, 1995, 1994 and 1993                                 21
       
       Consolidated Balance Sheets - December 31, 1995 and 1994         22
       
       Consolidated Statements of Cash Flows for the Years Ended 
       December 31, 1995, 1994 and 1993                                 23
                                                                           
       Consolidated Statements of Shareholders' Equity for the Years  
       Ended December 31, 1995, 1994, and 1993                          24 
                      
       Notes to the Consolidated Financial Statements                25-37 
            
       
           (2)FINANCIAL STATEMENT SCHEDULES
       
       The following Consolidated Financial Statement schedules of Chyron
       Corporation and subsidiary is included in Item 14(d):
       
       Schedule II -  Valuation and Qualifying Accounts for the Years 
                      Ended December 31, 1995, 1994 and 1993            45 
        
       
       All other schedules called for under Regulation S-X are not submitted
       because they are not applicable or not required or because the
       required information is not material or is included in the
       Consolidated Financial Statements or notes thereto.
       
       
           (3) FINANCIAL STATEMENT EXHIBITS
                                                                      Page
       See listing of exhibits to the Financial Statements in section 
       (c) below
       
       (b) Reports on Form 8-K
       
       A Form 8-K was filed on October 25, 1995 for the Change
       in the Registrants' Certified Public  Accountants........**********
       
       (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
                   or 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......................********* 
              
       
           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 Investments
                   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.                            51
       
                (e) Termination Agreement, dated December 12, 1995 between
                Chyron Corporation and Sepa Technologies Ltd., Co.    57
       
                (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, 1989, 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)  Resignation Agreement, dated March 12, 1993, 
              between Chyron Corporation and Alfred
              O.P. Leubert............................................****
       
              (w)  Employment Agreement, dated March 10, 1993, between 
              Chyron Corporation and Paul
              M. Yarmolich...........................................*****
       
              (x)  Employment Agreement, dated December 24, 1993, 
              between Chyron Corporation and Mark
              C. Gray...............................................******
       
              (y)  Employment Agreement, dated March 31, 1994, between 
              Chyron Corporation and Patrick
              A. Burns...........................................********* 
        
              (z)  Employment Agreement, dated October 19, 1994,
              effective November 1, 1994, between Chyron Corporation
              and Peter J. Lance.................................********* 
        
              (aa) Employment Agreement, dated February 8, 1995, 
              between Chyron Corporation and 
              James F. Duca......................................********* 
        
              (bb) Employment Agreement, dated February 7, 1995, 
              between Chyron Corporation and Patricia
              Arundell Lampe.....................................********* 
        
              (cc) Employment Agreement, dated July 26, 1995 between
              Chyron Corporation and Michael Wellesley-Wesley.        62
       
              (dd) Severance Agreement, dated October 25, 1995 between 
              Chyron Corporation and Peter J. Lance
       
              (ee) License Agreement between Softimage, Inc. and
              Chyron Corporation and Aurora Systems dated
              February 23, 1993...................................********
       
              (ff) Distribution Agreement between Softimage, Inc. and 
              Chyron Corporation and Aurora Systems dated 
              February 23, 1993...................................******** 
       
              (gg) Research and Development, Update and Support 
              Agreement between Softimage, Inc. and Chyron Corporation
              and Aurora Systems dated February 23, 1993..........******** 
       
       _______________________
       
       *          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 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 or 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 or Form 8-K dated October 25, 1995.
       
       
               
       
       (d)  Financial Statement Schedules
                                                     SCHEDULE II
       
             CHYRON CORPORATION AND SUBSIDIARIES
              VALUATION AND QUALIFYING ACCOUNTS
                        (In thousands)
       
       
              COLUMN A        COLUMN B       COLUMN C       COLUMN D  COLUMN E 
                              ADDITIONS               
                              BALANCE AT  CHARGE TO COSTS              BALANCE
                              BEGINNING     AND OTHER                  AT END
            DESCRIPTION       OF PERIOD  EXPENSES ACCOUNTS DEDUCTIONS OF PERIOD
       
       Reserves and allowances
        deducted from asset
         accounts:
       
       YEAR ENDED 
       DECEMBER 31, 1995
       Uncollectible accounts  $ 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 accounts  $ 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
       YEAR ENDED
       DECEMBER 31, 1993
       Uncollectible accounts  $ 2,652   $   547  $         $   575   $ 2,624
       
       Inventory reserves       10,897       363      70      1,037    10,293
       
       Deferred tax assets      14,500                        3,000    11,500
                               $28,049   $   910  $   70    $ 4,612   $24,417
       
       
       
       
                            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 on May 15, 1996, 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, 1995, 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 27,
       1996 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 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 13, 1996
            (Sheldon Camhy)   
       
       
       /s/   Charles Diker        Director                March 13, 1996 
            (Charles Diker)                             
                                                        
       
       /s/    Wesley Lang         Director                March 13, 1996 
       
             (Wesley Lang)    
       
       
       /s/    Eugene Weber        Director                March 13, 1996 
             (Eugene Weber)  
       
       
       /s/ Patricia A. Lampe      Chief Financial Officer March 13, 1996 
       
          (Patricia A. Lampe)     and Treasurer
       




Commission File Number 0-9014
       
       
       
       
       
             SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C. 20549
       
       
           _____________________________________
       
       
       
                          EXHIBITS
       
                         filed with
       
                         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, 1995
       
       
       
       
       
           _____________________________________
       
       
       
       
                     CHYRON CORPORATION
       
       (Exact name of registrant as specified in its
       charter)
 


                   TERMINATION AGREEMENT
                                
       This Termination Agreement, dated as of November 6,
       1995, is by and between CHYRON CORPORATION
       ("CHYRON"), a New York corporation with offices at
       5 Hub Drive, Melville, New York 11747, and
       COMUNICACION INTEGRAL CONSULTORES, S.L., a Spanish
       limited company having its principal office located
       at c/.Balcones, 10, 3500 Las Palmas de GC, Spain
       ("CI").
       
                         WITNESSETH
       
       WHEREAS, CHYRON and CI are party to an International
       Distribution License Agreement dated as of September
       22, 1994 (the "License Agreement");
       
       WHEREAS, CHYRON and CI mutually agree to terminate
       the License Agreement pursuant to the following
       terms and conditions:
       
       WHEREAS, CHYRON and CI look forward to a smooth and
       orderly transition of the Jaleo product line from
       Chyron to CI;
       
       NOW, THEREFORE, for good and valuable consideration,
       and intending to be legally bound thereby, CHYRON
       and CI agree as follows:
       
       1.   TERMINATION
       
       Except as otherwise provided herein below, the
       License Agreement is hereby terminated effective as
       of the date of this Termination Agreement.  Except
       as set forth below, neither CHYRON nor CI shall have
       any continuing rights or obligations under the
       License Agreement, provided however, that paragraphs
       16 (Confidentiality), 17 (Intellectual Property
       Rights), 18 (Warranties of CHYRON), 19 (Warranties
       of CI), 20 (Limitation of Liabilities), and 21
       (Indemnifications) are incorporated herein by
       reference and shall survive this Termination
       Agreement provided that nothing stated therein shall
       permit CHYRON to continue to use the CI/Jaleo
       Products and CI Documentation, following termination
       except as provided in paragraph 4 herein.
       
       2.   TERMINATION PAYMENT
       
       In consideration of the termination of the License
       Agreement, and in full satisfaction of all
       obligations of CHYRON under said License Agreement,
       CHYRON shall pay to CI the aggregate sum of U.S.
       Dollars $500,000 payable as follows:
       
       (a)  CHYRON shall pay U.S. Dollars $250,000 to CI
       upon the full execution of this Termination
       Agreement;
       
       (b)  By no later than December 2, 1995 CHYRON shall
       pay to CI U.S. Dollars $250,000; and
       
       (c)  If CHYRON fails to pay any payment due to CI
       hereunder within the time specified for payment,
       this Termination Agreement shall terminate
       immediately and CHYRON shall have no further right
       to distribute the CI/Jaleo Products.  In such event,
       CI shall have all rights and remedies available to
       it in law and in equities for CHYRON'S breach
       limited to the failure to pay said amount without
       limiting CI's remedies for any other breach.
       
       3.   SUPPORT SERVICES AND SALES ASSISTANCE
       
       To (i) minimize the risk of return of the CI/Jaleo
       Products or cancellation of orders due to the
       termination of the License and (ii) assure that the
       reputation and good will of CHYRON and CI will not
       be damaged for any failure to provide customer
       service for the CI Products, CI shall provide
       reasonable support services and sales assistance, at
       a level consistent with the present relationship of
       the parties and standard industry practice, to
       CHYRON for CI/Jaleo Products which previously have
       been sold by CHYRON under the License Agreement or
       which may be sold by CHYRON under the terms and
       conditions set forth in paragraph 4 herein, until
       March 31, 1996.
       
       4.   NON-EXCLUSIVE LICENSE
       
       4.1  CHYRON shall have a non-exclusive license to
       distribute the CI/Jaleo Products that previously
       have been subject to the License Agreement.  The
       CI/Jaleo Products shall be sold under such
       trademarks, trade names, logos and designations. 
       The term of this non-exclusive license shall be from
       the date hereof through March 31, 1996 for direct
       customer sales and dealers in North America, and
       through December 31, 1995 for Dealers worldwide
       (excluding North America) (the "Expiration Dates"). 
       The non-exclusive license shall be governed
       according to the terms and conditions set forth on
       Exhibit A.  Immediately as of the Expiration Dates,
       CHYRON shall have no further right to sell or
       distribute the CI/Jaleo products except as otherwise
       mutually agreed by CHYRON and CI in a writing
       executed by both parties.  In consideration of this 
       non-exclusive license CHYRON shall pay to CI 45% of
       the net sales value of the CI/Jaleo Products sold
       during the term of said non-exclusive license.
       
       4.2  Immediately upon termination of the non-
       exclusive license by either CI or CHYRON on March
       31, 1996, CHYRON shall forthwith discontinue using
       the trademarks, trade names, logos and designations
       that CI uses for the CI/Jaleo Products, including
       JALEO and COMUNICACION INTEGRAL or any word or
       phrase confusingly similar thereto.  CHYRON shall
       deliver to CI, remove, convey or otherwise
       obliterate all materials that refer to COMUNICACION
       INTEGRAL or JALEO in connection with the CI/Jaleo
       Products or its business.  CHYRON shall provide CI
       with a complete and accurate list of CHYRON's
       customers for the CI Products.  CHYRON also shall
       return to CI all copies of the CI/Jaleo Products and
       the CI Documentation in its possession, including
       all updates, enhancements, new releases, new
       versions and test copies.  All sum due and owing to
       CI shall be paid within ten (10) days of the date of
       termination or expiration of the non-exclusive
       license.
       
       4.3  CHYRON agrees to provide in connection with
       this Termination Agreement (i) a U.S. dealer list,
       and (ii) an international dealer list, both of which
       are attached hereto as Exhibit B.
       
       5.   CI agrees to use all good faith and reasonable
       efforts to cooperate with CHYRON in collecting
       payment for sales of CI/Jaleo Products.
       
       6.   MUTUAL RELEASE
       
       CHYRON and CI, their affiliates, subsidiaries,
       parent corporations, officers and directors, hereby
       mutually agree to release each other, and their
       parent corporations, subsidiaries, officers and
       directors and employees, successors and assigns from
       all actions, causes of actions, suits, debts, dues,
       sums of money, accounts, reckonings, bonds, bills,
       specialties, covenants, contracts, controversies,
       agreements, promises, variances, trespasses,
       damages, judgements, incidents, executions, claims,
       and demands whatsoever in law, admiralty, or equity,
       which they may have against the other arising under
       or relating to the License Agreement and expressly
       waive any damages resulting therefrom, except to the
       extent that provisions thereof are incorporated by
       reference into this Termination Agreement and
       provided, however, that nothing contained herein
       shall relieve either party from any of its
       obligations stated herein and any exhibits thereto.
       
       7.   PRESS RELEASES
       
       Unless mutually approved of and agreed to in
       writing, neither party shall issue any press release
       or make any other disclosure relating to the
       execution of this Termination Agreement, except that
       either party may make any disclosure required to be
       made by the party under applicable law (including
       U.S. securities laws), provided that the party
       determines in good faith that disclosure is
       necessary and gives prior written notice to the
       other party.
       
       8.   INJUNCTIVE RELIEF
       
       The parties acknowledge that a breach by either
       party of any provision of sections 16 and 17 of the
       License Agreement, as incorporated herein by
       reference and which survive this Termination
       Agreement, will give rise to irreparable injury to
       the other party not fully compensable in damages. 
       Accordingly, either party shall have the right to
       seek injunctive relief, including both provisional
       and permanent injunction, to prevent or restrain any
       breach by the other party or its past or present
       directors, officers, employees, independent
       contractors, consultants, or other agents, in 
       addition to and not in limitation of any other
       rights, remedies or damages (excluding punitive or
       consequential damages) available at law or equity.
       
       9.   RELATIONSHIP OF PARTIES
       
       Except as specifically provided herein, neither
       party shall act or represent or hold itself out as
       having authority to act as an agent or partner of
       the other party, or in any way bind or commit the
       other party to any obligations.  The rights, duties,
       obligations and liabilities of the parties shall be
       several and not joint or collective and, except as
       specifically provided herein, nothing contained in
       this Termination Agreement shall be construed as
       creating a partnership, joint venture, agency, trust
       or other association of any kind, each party being
       responsible only for its obligations as set forth in
       this Termination Agreement.
       
       10.  INTERPRETATION
       
       The heading and captions contained in this
       Termination Agreement are for reference purposes
       only and shall not affect in any way the meaning of
       interpretation of this Agreement.  In the event of
       a conflict between the License Agreement and this
       Termination Agreement, the Termination Agreement
       shall control, provided that all provisions of the
       License Agreement which shall survive termination
       shall be construed in view of the terms and
       conditions set forth herein.
       
       11.  GOVERNING LAW, JURISDICTION AND SERVICE OF
       PROCESS
       
       ALL QUESTIONS CONCERNING THE VALIDITY, OPERATION,
       INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT
       ARE ALL DETERMINED IN ACCORDANCE WITH THE LAWS OF
       THE STATE OF NEW YORK, WITHOUT REGARD TO NEW YORK'S
       CONFLICT OF LAW RULES.  EACH PARTY IRREVOCABLY
       CONSENTS AND AGREES THAT ANY AND ALL LEGAL OR
       EQUITABLE ACTIONS OR PROCEEDINGS ARISE UNDER OR IN
       CONNECTION WITH THIS AGREEMENT SHALL BE SOLELY AND
       EXCLUSIVELY BROUGHT IN STATE OF U.S. FEDERAL COURTS
       SITTING IN THE STATE OF NEW YORK, USA.  FOR PURPOSES
       OF ANY ACTION BROUGHT BY CHYRON OR CI ARISING FROM
       THIS AGREEMENT, CHYRON AND CI HEREBY IRREVOCABLY
       SUBMIT TO THE PERSONAL JURISDICTION OF THE STATE OR
       U.S. FEDERAL COURTS SITTING IN THE STATE OF NEW
       YORK, USA.  IF PERMITTED UNDER THE LAWS OF THE STATE
       OF NEW YORK OR THE RULES OF SUCH STATE OR FEDERAL
       COURT, BOTH PARTIES FURTHER IRREVOCABLY CONSENT TO
       SERVICE OF PROCESS IN ANY ACTION OR PROCEEDINGS BY
       THE DELIVERY OF COPIES THEREOF BY CONFIRMED
       FACSIMILE TRANSMISSION, FOLLOWED BY EXPRESS OR
       REGISTERED MAIL CONFIRMATION, TO THE OTHER PARTY AT
       THE FACSIMILE NUMBER AND ADDRESS SET FORTH BELOW IN
       PARAGRAPH 12, AND ANY SERVICE SHALL BECOME EFFECTIVE
       FIVE (5) BUSINESS DAYS AFTER THE DATE AND FACSIMILE
       IS TRANSMITTED OR THE CONFIRMATION IS MAILED,
       WHICHEVER IS LATER.
       
       12.  NOTICE
       
       Notice under this Termination Agreement will be in
       writing; sent via U.S. Express Mail or private
       express or mailgram service (internationally, by
       express service or telegram), or by telefacsimile
       (with receipt confirmed via telephone); will be
       effective upon receipt at the address stated below;
       and will be addressed as follows, unless the sending
       party is notified in writing of a change of address,
       in which event notice will be sent to the new
       address.
       
       CHYRON:
       
       Isaac Hersly, President
       Chyron Corporation
       5 Hub Drive
       Melville, New York 11747
       (516) 845-2013 (Phone)
       (516) 845-5210 (Fax)
       
       cc:  Ronald D. Lefton, Esq.
            Camhy Karlinsky & Stein
            1740 Broadway, 16th Floor
            New York, New York 10019-4315
            (212) 977-6600 (Phone)
            (212) 977-8389 (Fax)
       
       
       CI:
       
       Jose N. Martin, President
       Comunicacion Integral
       c/Huelva, 8
       28002 Madrid, Spain
       (34) 1-413-7497 (Phone)
       (34) 2-416-9914 (Fax)
       
       cc:  Ricardo Briz
            Abogados y Asesores de Empresa
            c/Velazquez, 4
            28001 Madrid, Spain
            (34) 1-577-2244 (Phone)
            (34) 1-578-1683 (Fax)
       
            Stephen Johnson
            Kirkland and Ellis
            153 East 53rd Street
            New York, New York 10022-4675
            (212) 446-4800 (Phone)
            (212) 446-4900 (Fax)
       
       IN WITNESS WHEREOF, CHYRON and CI have caused this
       Termination Agreement to be executed by their
       respective duly authorized representatives as of the
       date first written above.
       
       CHYRON CORPORATION
       
       
       By: /s/    Isaac Hersly
            Name: Isaac Hersly
            Title: President
       
       COMUNICACION INTEGRAL
         CONSULTORES, S.L.
       
       
       By: /s/   Jose N. Martin
           Name: Jose N. Martin
           Title: President
       
       


                   TERMINATION AGREEMENT
       
       
       THIS TERMINATION AGREEMENT, (the "Agreement"), dated
       as of December 8, 1995, by and between CHYRON
       CORPORATION, a New York corporation with offices
       located at 5 Hub Drive, Melville, New York 11747
       ("Chyron"), and SEPA TECHNOLOGIES LTD., CO., a
       Georgia limited liability company with an address at
       c/o Dow, Lohnes & Albertson, One Ravinia Drive,
       Suite 1600, Atlanta, GA  30346 ("Sepa").
       
                         WITNESSETH
       
       WHEREAS, Chyron and Sepa are parties to the Amended
       and Restated Management Agreement dated August 8,
       1994 (the "Management Agreement"); and
       
       WHEREAS, Chyron and Sepa mutually agree to terminate
       the Management Agreement pursuant to the following
       terms and conditions:
       
       NOW, THEREFORE, in consideration of the premises and
       representations contained herein, and intending to
       be legally bound thereby, Chyron and Sepa agree as
       follows:
       
       1.   Termination
       
       The Management Agreement is hereby terminated
       effective as of the date of this Agreement.  Neither
       Chyron nor Sepa shall have any continuing rights,
       liabilities or obligations under the Management
       Agreement.
       
       2.   Termination Payment
       
       In consideration of the termination of the
       Management Agreement, and in full satisfaction of
       all obligations and liabilities of Chyron and Sepa
       to each other under the Management Agreement, Chyron
       shall pay to Sepa the aggregate sum of Two Million
       U.S. Dollars ($2,000,000) payable as follows:
       
       (a)  Chyron shall pay the sum of $1,000,000 (U.S.)
       to Sepa upon the full execution of this Agreement;
       and
       
       (b)  On or before January 26, 1996 Chyron shall pay
       to Sepa the sum of $1,000,000 (U.S.).
       
       The funds shall be delivered by certified check or
       by wire transfer of immediate available funds in
       accordance with written instructions to be provided
       by Sepa.
       
       3.   Mutual Release
       
       Chyron and Sepa, their respective affiliates,
       subsidiaries, parent corporations, officers and
       directors, hereby mutually agree to release each
       other, and their respective parent corporations,
       subsidiaries, affiliates, shareholders, members,
       officers, directors, managers, employees, agents,
       successors, and assigns from all actions, causes, of
       actions, suits, debts, dues, sums of money,
       accounts, reckonings, bonds, bills, specialties,
       covenants, contracts, controversies, agreements,
       promises, variances, repasses, damages, judgements,
       incidents, executions, claims, and demands
       whatsoever in law, admiralty, or equity, which they
       may have against the other arising under or relating
       to the Management Agreement and expressly waive any
       damages resulting therefrom, except that nothing
       contained in this Section 3 shall relieve either
       party from any of its liabilities or obligations
       stated under this Agreement.
       
       4.   Disclosure
       
       Unless mutually approved of and agreed to in
       writing, neither party shall issue any press release
       or make any other disclosure relating to the
       execution of this Agreement, except that either
       party may make any disclosure required to be made by
       the party under applicable law (including U.S.
       securities laws) or by any court, provided that the
       party determines in good faith that disclosure is
       necessary and gives prior written notice to the
       other party.
       
       5.   Further Actions
       
       At any time and from time to time, each party
       agrees, as its expense, to take such actions and to
       execute and deliver such further documents or
       instruments as may be reasonably necessary to
       effectuate the purposes of this Agreement.
       
       6.   Submission to Jurisdiction
       
       Each of the parties hereto irrevocably submits to
       the jurisdiction of the courts of the State of New
       York and of any Federal court located in the State
       of New York in connection with any action or
       proceeding arising out of or relating to this
       Agreement.
       
       7.   Merger; Modification
       
       This Agreement sets forth the entire understanding
       of the parties with respect to the subject matter
       hereof, supersedes all existing agreements
       concerning such subject matter, and may be modified
       only by a written instrument duly executed by each
       party.
       
       8.   Notices
       
       Any notice or other communication required or
       permitted to be given  hereunder shall be in writing
       and shall be mailed by certified mail, return
       receipt requested (or by the most nearly comparable
       method if mailed from or to a location outside of
       the United States) or by Federal Express, U.S.
       Express Mail, or similar overnight delivery or
       courier service or delivered (in person or by
       telecopy, or similar telecommunications equipment)
       against receipt to the party to whom it is to be
       given at the address of such party set forth below
       (or to such other address as the party shall have
       furnished in writing in accordance with the
       provisions of this Section 8):
       
       Chyron:
       
       Mr. Michael Wellesley-Wesley, CEO
       Chyron Corporation
       5 Hub Drive
       Melville, New York 11747
       Fax #: (516) 845-5210
       
       with a copy (which copy shall not constitute notice)
       to:
       
       Daniel I. DeWolf, Esq.
       Camhy Karlinsky & Stein LLP
       1740 Broadway
       New York, New York 10019
       Fax #: (212) 977-8389
       
       Sepa:
       
       Mr. Miguel S. Moraga
       Treasurer and Chief Financial Officer
       Sepa Technologies Ltd., Co.
       c/o Pesa, Inc.
       35 Pinelawn Road, Suite 99E
       Melville, New York 11747
       Fax #: (516) 845-5023
       
       with a copy (which copy shall not constitute notice)
       to:
       
       John C. Jost, Esq.
       Dow Lohnes & Albertson
       1255 Twenty-Third Street, N.W.
       Washington, D.C.  20037
       Fax #: (202) 857-2900
       
       Any notice or other communication given by certified
       mail (or by such comparable method) shall be deemed
       given at the time of certification thereof (or
       comparable act) except for a notice changing a
       party's address which will be deemed given at the
       time of receipt thereof.  Any notice given by other
       means permitted by this Section 8 shall be deemed
       given at the time of receipt thereof.
       
       9.   Waiver
       
       Any waiver by any party of a breach of any terms of
       this Agreement shall not operate as or be construed
       to be a waiver of any other breach of that term or
       of any breach of any other term of this Agreement. 
       The failure of a party to insist upon strict
       adherence to any term of this Agreement on one or
       more occasions will not be considered a waiver or
       deprive that party of the right thereafter to insist
       upon strict adherence to that term or any other term
       of this Agreement.  Any waiver must be in writing.
       
       10.  Binding Effect
       
       The provisions of this Agreement shall be binding
       upon and inure to the benefit of the parties, and
       their respective successors and assigns.
       
       11.  Separability
       
       If any provision of this Agreement is found by a
       court of competent jurisdication to be invalid,
       illegal, or unenforceable, the balance of this
       Agreement shall remain in effect, and if any
       provision is inapplicable to any person or
       circumstance, it shall nevertheless remain
       applicable to all other persons and circumstances.
       
       12.  Headings
       
       The headings of this Agreement are soley for
       convenience of reference and shall be given no
       effect in the construction or interpretation of this
       Agreement.
       
       13.  Counterparts; Governing Laws
       
       This Agreement may be executed in any number of
       counterparts (and by facsimile), each of which shall
       be deemed an original, but all of which together
       shall constitute one and the same instrument.  It
       shall be governed by, and construed in accordance
       with, the laws of the State of New York, without
       giving effect to the rules governing the conflicts
       of laws.
       
       
       IN WITNESS WHEREOF, Chyron and Sepa have caused this
       Agreement to be executed by their respective duly
       authorized representatives as of the date first
       written above.
       
       
       CHYRON CORPORATION
       
       
       By: /s/    Michael Wellesley-Wesley
           Name:  Michael Wellesley-Wesley
           Title: CEO
       
       
       SEPA TECHNOLOGIES
       
       
       By: /s/    Miguel S. Moraga 
           Name:  Miguel S. Moraga
           Title: CFO and Treasurer
   

    
                       EMPLOYMENT AGREEMENT
       
       THIS AGREEMENT (the "Agreement") is being made this
       26th day of July, 1995 between CHYRON CORPORATION,
       a New York corporation (the "Company"), having its
       principal offices at 5 Hub Drive, Melville, New York
       11747, and MICHAEL WELLESLEY-WESLEY ("MWW"), an
       individual with an address at Seacroft Harbor Point,
       325 Centre Island Road, Centre Island, New York
       11771, United States.
       
                         WITNESSETH
       
       WHEREAS, the Company desires to employ MWW and MWW
       desire to be employed by the Company as its Chief
       Executive Officer, upon the terms and conditions
       contained herein.
       
       NOW, THEREFORE, in consideration of the mutual
       premises and agreements contained herein, and
       intending to be legally bound hereby, the parties
       hereto agree as follows:
       
       1.   Nature of Employment; Term of Employment.
       The Company hereby employees MWW and MWW agrees to
       serve the Company as its Chief Executive Officer,
       upon the terms and conditions contained herein, for
       a term commencing as of the 1st day of the month
       immediately subsequent to the date MWW obtains his
       H-1 visa or other appropriate United States work
       visa (e.g., November 1, 1995) (the "Commencement
       Date") and continuing until August 1, 1996 (the
       "Employment Term").
       
       1.   Duties and Powers as Employee
       
       (a)  During the Employment Term, MWW shall be
       employed by the Company as Chief Executive Officer,
       which position is the senior executive officer of
       the Company.  MWW shall devote substantially his
       full working time to his duties as Chief Executive
       Officer of the Company.  In performance of his
       duties, MWW shall be subject to the direction of the
       Board of Directors of the Company.  As Chief
       Executive Officer, MWW shall be responsible for
       managing, directing, and supervising all aspects of
       the business of the Company worldwide.  The Chief
       Executive Officer shall be responsible for
       developing the business plan and objectives of the
       Company and managing the execution of such plan. 
       Without limiting the generality of the authority of
       the Chief Executive Officer, the Chief Executive
       Officer has the right to hire and terminate any
       employee of the Company.
       
       (b)  The Chief Executive Officer will be responsible
       for managing the business activities of the Company
       worldwide.  The Chief Executive Officer shall be
       required to travel in accordance with the needs of
       the business and shall conduct business from various
       locations including, without limitations, New York,
       Europe, and such other locations as the Chief
       Executive Officer deems necessary, desirable, or
       appropriate.  The parties recognize, however, that
       any services performed by the Chief Executive
       Officer in New York State will be pursuant to an
       assignment in New York State on a temporary basis.
       
       2.   Compensation
       
       (a)  As compensation for his services hereunder, the
       Company shall pay MWW, during the Employment Term,
       a salary (the "Base Salary") payable in equal semi-
       monthly installments at the annual rate of $250,000.
       
       (b)  In addition to the salary provided herein and
       subject to the discretion of the Compensation and
       Stock Option Committee (the "Compensation
       Committee"), MWW shall receive, as incentive
       compensation, an annual bonus (the "Incentive
       Bonus").  The objectives and goals upon which the
       Incentive Bonus shall be based shall be determined
       by the Compensation Committee.  Assuming the
       objectives and goals set by the Compensation
       Committee are met, the Incentive Bonus shall be an
       amount up to 20% of the annual Base Salary. 
       Notwithstanding the foregoing, such Incentive Bonus
       shall be granted solely in the discretion of the
       Compensation Committee and may be increased or
       decreased at any time by the Compensation Committee. 
       Such bonus shall be paid to MWW within thirty (30)
       days after completion of the Company's annual audit.
       
       (c)  MWW may be granted stock options in the
       Company, on an annual basis, pursuant to the Chyron
       Stock Option Plan, at the discretion of the
       Company's Compensation Committee.
       
       (d)  The compensation payable to MWW for his
       services hereunder shall be appropriately
       apportioned based on the place where such services
       are performed.  The amount of such compensation
       allocable to services performed by MWW in the United
       States (and New York) shall be determined by
       multiplying such compensation by a fraction, the
       numerator of which is total number of days worked
       and spent by MWW in the United States (and New York)
       in earning such compensation during the appropriate
       period, and the denominator of which is the total
       number of days worked and spent by MWW worldwide in
       earning such compensation during the appropriate
       period.
      
       (e)  On or before November 1, 1995, the Company
       shall pay MWW a one-time bonus payment of $62,500,
       which bonus payment is in consideration of services
       performed on behalf of the Company, from time-to-
       time, prior to the Commencement Date.
       
       3.   Expenses; Vacation; Insurance; Other Benefits
       
       (a)  MWW shall be entitled to reimbursement for
       reasonable travel and other out-of-pocket expenses
       necessarily incurred in the performance of his
       duties hereunder, upon submission and approval of
       written statements and bills in accordance with the
       then regular procedures of the Company.  The Company
       acknowledges that the duties of Chief Executive
       Officer will necessitate MWW traveling regularly
       between New York, London, Europe, the Pacific Rim,
       and other areas where the Company conducts or
       intends to conduct business, and will reimburse MWW
       for all costs and expenses reasonably incurred in
       connection therewith.
       
       (b)  MWW shall be entitled to four (4) weeks
       vacation time per annum in accordance with the
       regular procedures of the Company governing senior
       executive officers as determined from time to time
       by the Company's Board of Directors.
       
       (c)  So long as MWW is employed by the Company, the
       Company shall provide MWW with term life insurance
       in the face amount of Five Hundred Thousand Dollars
       ($500,000).  MWW shall cooperate in submitting to
       any physical exams that may be required by any
       appropriate provider of insurance.
       
       (d)  So long as MWW is employed by the Company, the
       Company shall provide MWW with an automobile
       allowance of One Thousand Dollars ($1,000) per month
       to cover the costs of leasing an automobile,
       insurance, and the maintenance of such automobile.
       
       4.   Representations and Warranties of Employee
       
       MWW represents and warrants to the Company that (a)
       MWW is under no contractual or other obligation
       which is inconsistent with the execution of this
       Agreement, the performance of his duties hereunder,
       or the other rights of the Company hereunder and (b)
       MWW is under no physical or mental disability that
       would hinder his performance of his duties under
       this Agreement.
       
       5.   Non-Competition
       
       MWW agrees that he will not (a) during the period he
       is employed by the Company engage in, or otherwise
       directly or indirectly be employed by, or act as a
       consultant to lender to, or be a director, officer,
       employee, owner, or partner of, any other business
       or organization that is or shall then be competing
       with the Company, and (b) for a period of one (1)
       year after he ceases to be employed by the Company,
       directly or indirectly compete with or be engaged in
       the same business as the Company, or be employed by,
       or act as consultant or lender to, or be a director,
       officer, employee, owner, or partner of, any
       business or organization which, at the time of such
       cessation, competes with or is engaged in the same
       business as the Company, except that in each case
       the provisions of this Section 6 will not be deemed
       breached merely because MWW owns not more than five
       percent (5%) of the outstanding common stock of a
       corporation, if, at the time of its acquisition by
       MWW, such stock is listed on a national securities
       exchange, is reported on NASDAQ, or is regularly
       traded in the over-the-counter market by a member of
       a national securities exchange.
       
       6.   Patents; Copyrights
       
       Any interest in patents, patent applications,
       inventions, copyrights, developments, and processes
       ("Such Inventions") which MWW now or hereafter
       during the period he is employed by the Company may
       own or develop relating to the fields in which the
       Company may then be engaged shall belong to the
       Company; and forthwith upon request of the Company,
       MWW shall execute all such assignments and other
       documents and take all such other action as the
       Company may reasonably request in order to vest in
       the Company  all his right, title, and interest in
       and to such Inventions, free and clear of all liens,
       charges and encumbrances.
       
       7.   Confidential Information
       
       All confidential information which MWW may now
       possess or may obtain during the Employment Term
       relating to the business of the Company shall not be
       published, disclosed, or made accessible by him to
       any other person, firm, or corporation during the
       Employment term or any time thereafter without the
       prior written consent of the Company.  MWW shall
       return all tangible evidence of such confidential
       information to the Company prior to or at the
       termination of his employment.
       
       8.   Termination
       
       (a)  Except as set forth in Sections 9(b), (c), and
       (d) below, if on or after the Commencement Date and
       prior to the end of the Employment Term, MWW is
       terminated by the Company for any reason whatsoever,
       regardless of whether such termination is for cause
       or without cause, MWW shall be entitled to receive
       as severance compensation his Base Salary at the
       rate provided in Section 3 for the period of six (6)
       months following the date on which termination shall
       take effect.
       
       (b)  In the event that MWW shall be physically or
       mentally incapacitated or disabled or otherwise
       unable fully to discharge his duties hereunder for
       a period of six (6) months, then this Agreement
       shall terminate upon thirty (30) days' written
       notice to MWW, and no further compensation shall be
       payable to MWW, except for any accrued but unpaid
       Base Salary and/or Incentive Bonus to the date of
       termination, and payments provided under any
       disability insurance policy, if any.
       
       (c)  In the event that MWW shall die, then this
       Agreement shall terminate on the date of MWW's
       death, and no further compensation shall be payable
       to MWW, except for any accrued but unpaid Base
       Salary and/or Incentive Bonus to the date of
       termination, and the payments provided under the
       insurance policy referred to in Section 4(c) hereof.
       
       (d)  In the event that MWW shall continue to be
       employed by the Company after the end of the
       Employment Term and this Agreement has not been
       formally extended, and thereafter MWW is terminated
       by the Company for any reason whatsoever, regardless
       of whether such termination is for cause or without
       cause, then MWW shall be entitled to receive as
       severance compensation his Base Salary at the rate
       provided in Section 3 for a period of four (4)
       months following the date on which termination shall
       take effect.
       
       9.   Survival
       
       The covenants, agreements, representations, and
       warranties contained in or made pursuant to this
       Agreement shall survive MWW's termination of
       employment, irrespective of any investigation made
       by or on behalf of any party.
       
       10.  Modification
       
       This Agreement sets forth the entire understanding
       of the parties with respect to the subject matter
       hereof, supersedes all existing agreements between
       them concerning such subject matter, and may be
       modified only by a written instrument duly executed
       by each party.
       
       11.  Notices
       
       Any notice or other communication required or
       permitted to be given hereunder shall be in writing
       and shall be mailed by certified mail, return
       receipt requested, or delivered against receipt to
       the party to whom it is to be given at the address
       of such party set forth in the preamble of this
       Agreement (or to such other address as the party
       shall furnished in writing in accordance with the
       provisions of this Section 12).  Notice to the
       estate of MWW shall be sufficient if addressed to
       MWW as provided in this Section 12.  Any notice or
       other communication given by certified mail shall be
       deemed given at the time of certification thereof,
       except for a notice changing a party's address which
       shall be deemed given at the time of receipt
       thereof.
       
       12.  Waiver
       
       Any waiver by either party of a breach of any
       provision of this Agreement shall not operate as or
       be construed to be a waiver of any other breach of
       such provision of this Agreement.  The failure of a
       party to insist upon strict adherence to any term of
       this Agreement on one or more occasions shall not be
       considered a waiver or deprive that party of the
       right thereafter to insist upon strict adherence to
       that term or any other term of this Agreement.  Any
       waiver must be in writing.
       
       13.  Binding Effect
       
       MWW's rights and obligations under this Agreement
       shall not be transferable by assignment or
       otherwise, such rights shall not be subject to
       encumbrance or the claims of MWW's creditors, and
       any attempt to do any of the foregoing shall be
       void.  The provisions of this Agreement shall be
       binding upon and inure to the benefit of MWW and his
       heirs and personal representatives, and shall be
       binding upon and inure to the benefit of the Company
       and its successors and those who are its assigns
       under Section 10.
       
       14.  Headings
       
       The headings in this Agreement are solely for the
       convenience of reference and shall be given no
       effect in the construction or interpretation of this
       Agreement.
       
       15.  Counterparts; Governing Laws
       
       This Agreement may be executed in any number of
       counterparts (and by facsimile), each of which shall
       be deemed an original, but all of which together
       shall constitute one and the same instrument.  It
       shall be governed by, and construed in accordance
       with, the laws of the State of New York, without
       giving effect to the rules governing the conflicts
       of the laws.
       
       IN WITNESS WHEREOF, the parties have duly executed
       this Agreement as of the date first written above.
       
       
       
       CHYRON CORPORATION
       
       
       
       By:                        
           Name:  Daniel I. DeWolf
           Title: Secretary
       
       
       
                                   
           Michael Wellesley-Wesley