UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14A-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

CHYRON CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

1)	Title of each class of securities to which transaction applies:
2)	Aggregate Number of securities to which transaction applies:
3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
4)	Proposed maximum aggregate value of transaction:
5)	Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing.

1)	Amount Previously Paid:
2)	Form, Schedule or Registration Statement No.:
3)	Filing Party:
4)	Date Filed:

CHYRON CORPORATION
5 Hub Drive
Melville, New York 11747
(631) 845-2000

April 8, 2004

Dear Shareholders:

On behalf of the Board of Directors and management of Chyron Corporation (the "Company"), I cordially invite you to attend the Annual Meeting of Shareholders to be held on Wednesday, May 19, 2004, at 9:30 a.m., at the offices of Thelen Reid & Priest LLP, 875 Third Avenue, 10^th Floor, New York, NY 10022.

The matters to be acted upon at the meeting are fully described in the attached Notice of Annual Meeting of Shareholders and Proxy Statement. In addition, the directors and executive officers of the Company will be present to respond to any questions that you may have. Accompanying the attached Proxy Statement is the Company's Annual Report for 2003. This report describes the financial and operational activities of the Company.

Whether or not you plan to attend the Annual Meeting, please complete, sign and date the enclosed proxy card and return it in the accompanying envelope as promptly as possible. Representation of at least a majority of all outstanding shares of Common Stock is required to constitute a quorum. If you attend the Annual Meeting, and I hope you will, you may vote your shares in person even if you have previously mailed in a proxy card.

We look forward to greeting our shareholders at the meeting.

Sincerely,

/s/ Michael Wellesley-Wesley

Michael Wellesley-Wesley

President, Chief Executive

Officer and Director

CHYRON CORPORATION
5 Hub Drive
Melville, New York 11747

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 19, 2004

TO THE SHAREHOLDERS OF
CHYRON CORPORATION:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the "Annual Meeting") of Chyron Corporation, a New York corporation (hereinafter the "Company"), will be held at the offices of Thelen Reid & Priest LLP, 875 Third Avenue, 10^th Floor, New York, NY 10022 on Wednesday, May 19, 2004 at 9:30 a.m. for the following purposes:

1. To elect seven (7) directors of the Company to hold office until the next Annual Meeting or until their respective successors are duly elected and qualified; and

2. To transact such other business as may properly come before the meeting or any adjournments thereof.

The Board of Directors has fixed the close of business on March 31, 2004 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting or any adjournments thereof. Representation of at least a majority of all outstanding shares of Common Stock is required to constitute a quorum. Accordingly, it is important that your stock be represented at the Annual Meeting. The list of shareholders entitled to vote at the Annual Meeting will be available for examination by any shareholder at the Company's offices at 5 Hub Drive, Melville, New York, 11747, for the ten (10) days immediately preceding May 19, 2004.

Whether or not you plan to attend the Annual Meeting, please complete, date and sign the enclosed proxy card and mail it promptly in the self-addressed envelope enclosed for your convenience. You may revoke your proxy at anytime before it is voted.

By Order of the Board of Directors,

/s/ Robert S. Matlin, Esq.

Robert S. Matlin, Esq.,

Secretary

Melville, New York

April 8, 2004

YOUR VOTE IS IMPORTANT, ACCORDINGLY, WE URGE YOU TO DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD REGARDLESS OF WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.

CHYRON CORPORATION

TABLE OF CONTENTS

	Page
INFORMATION CONCERNING VOTE	1
ELECTION OF THE BOARD OF DIRECTORS	2
EXECUTIVE COMPENSATION AND OTHER INFORMATION	5
COMPENSATION AND STOCK OPTION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION	11
COMPENSATION AND STOCK OPTION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION	11
REPORT OF THE AUDIT COMMITTEE	12
STOCK PERFORMANCE CHART	14
PRINCIPAL SHAREHOLDERS	15
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	18
INDEMNIFICATION OF DIRECTORS AND OFFICERS	20
SECTION 16(a) REPORTING COMPLIANCE	20
OTHER MATTERS ARISING AT THE ANNUAL MEETING	20
SHAREHOLDER PROPOSALS	20
COST OF SOLICITATION OF PROXIES	21
INDEPENDENT PUBLIC ACCOUNTANTS	21
ANNUAL REPORT ON FORM 10-K	21

CHYRON CORPORATION
5 Hub Drive
Melville, New York 11747

PROXY STATEMENT

For Annual Meeting of Shareholders
to be Held on May 19, 2004

Approximate Mailing Date of Proxy Statement and Form of Proxy: April 8, 2004.

INFORMATION CONCERNING VOTE

General

This Proxy Statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by the Board of Directors of Chyron Corporation, a New York corporation (hereinafter, the "Company"), for use at the annual meeting of shareholders to be held on Wednesday, May 19, 2004, at 9:30 a.m., and at any and all adjournments thereof (the "Annual Meeting"), with respect to the matters referred to in the accompanying notice. The Annual Meeting will be held at the offices of Thelen Reid & Priest LLP, 875 Third Avenue, 10^th Floor, New York, NY 10022.

Voting Rights and Outstanding Shares

Only shareholders of record at the close of business on March 31, 2004 are entitled to notice of and to vote at the Annual Meeting. At the close of business on February 27, 2004, 40,721,359 shares of Common Stock, par value $.01 per share (the "Common Stock"), of the Company were issued and outstanding. Each share of Common Stock entitles the record holder thereof to one (1) vote on all matters properly brought before the Annual Meeting.

Revocability of Proxies

A shareholder who executes and mails a proxy in the enclosed return envelope may revoke such proxy at any time prior to its use by notice in writing to the Secretary of the Company, at the above address, or by revocation in person at the Annual Meeting. Unless so revoked, the shares represented by duly executed proxies received by the Company prior to the Annual Meeting will be presented at the Annual Meeting and voted in accordance with the shareholder's instructions marked thereon. If no instructions are marked thereon, proxies will be voted FOR the election as directors of the nominees named below under the caption "ELECTION OF THE BOARD OF DIRECTORS." In their discretion, the proxies are authorized to consider and vote upon such matters incident to the conduct of the Annual Meeting and upon such other business matters or proposals as may properly come before the Annual Meeting that the Board of Directors of the Company does not know a reasonable time prior to this solicitation will be presented at the Annual Meeting.

Voting Procedures

All votes shall be tabulated by the inspector of elections appointed for the Annual Meeting, who shall separately tabulate affirmative and negative votes, abstentions and broker-dealer non-votes. The presence of

1

a quorum for the Annual Meeting, defined here as a majority of the votes entitled to be cast at the Annual Meeting, is required. Votes withheld from director nominees and abstentions will be counted in determining whether a quorum has been reached. Broker-dealer non-votes are not counted for quorum purposes.

Assuming a quorum has been reached, a determination must be made as to the results of the vote on each matter submitted for shareholder approval. Director nominees must receive a plurality of the votes cast at the Annual Meeting, which means that a vote withheld from a particular nominee or nominees will not affect the outcome of the Annual Meeting.

ELECTION OF THE BOARD OF DIRECTORS

The Board of Directors has nominated seven (7) persons to be elected as Directors at the Annual Meeting and to hold office until the next annual meeting or until their successors have been duly elected and qualified. It is intended that each proxy received by the Company will be voted FOR the election, as directors of the Company, of the nominees listed below, unless authority is withheld by the shareholder executing such proxy. Shares may not be voted cumulatively. Each of such nominees has consented to being nominated and to serve as a director of the Company if elected. If any nominee should become unavailable for election or unable to serve, it is intended that the proxies will be voted for a substitute nominee designated by the Board of Directors. At the present time, the Board of Directors knows of no reason why any nominee might be unavailable for election or unable to serve. The proxies cannot be voted for a greater number of persons than the number of nominees named herein.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THIS PROPOSAL

Director Nominees

The following table sets forth certain information with respect to the nominees for directors:

		Director of the
Name	Company Position and Offices Held	Company Since
Donald P. Greenberg	Director	September, 1996
Roger Henderson	Director	February, 1999
Christopher R. Kelly	Director, Member of the Audit Committee	August, 1999
Wesley W. Lang, Jr.	Chairman of the Board of Directors, Member of the Executive Committee of the Board of Directors, Member of the Office of the Chairman, Chairman of the Compensation and Stock Option Committee	July, 1995
Joan Y. McCabe	Director, Member of the Audit Committee, Member of the Compensation and Stock Option Committee	December, 2002
Eugene M. Weber	Director, Chairman of the Audit Committee	July, 1995
Michael I. Wellesley-Wesley	President and Chief Executive Officer, Director, Chairman of the Executive Committee of the Board of Directors, Member of the Office of the Chairman	May, 1995

2

Donald P. Greenberg, age 70, is the Jacob Gould Schurman Professor of Computer Graphics and Founding Director, Program of Computer Graphics, at Cornell University. He has been a professor at Cornell University since 1968. He is also a member of the Board of Directors of Interactive Data Corporation, a provider of various financial data and proprietary information.

Roger Henderson, age 47, is owner of Mimedia Technology Ventures Ltd. He served as the Company's President and Chief Executive Officer from June 1999 to February 2003. Prior to this position, he served as the Managing Director of Chyron Pro-Bel since April 1996. From 1987 to March 1996, he was Software Director of Pro-Bel and Managing Director of Pro-Bel Software Ltd.

Christopher R. Kelly, age 44, has been the owner of Fortuna Investments since 1997, where he specializes in private investments and venture capital.

Wesley W. Lang, Jr., age 46, has served as Chairman of the Board of Directors of the Company since February 2002 and is a Managing Director of Valance Capital Management, a private investment firm. Until June 2002 he was a Managing Director with Weiss, Peck & Greer, with which firm he had been associated since 1985.

Joan Y. McCabe, age 48, is a Managing Partner of Brynwood Partners IV, L.P., a private equity firm, a position she has held since 1999. Ms. McCabe is also a Director of Tomsed Corporation, G&T Conveyor Company, Inc., Best Friends Pet Care, Inc. and American Community Newspaper, LLC.

Eugene M. Weber, age 53, is the Managing Partner of Weber Capital Management, L.L.C., an investment management firm which in 1999 succeeded Bluewater Capital Management, Inc., which Mr. Weber founded in 1995.

Michael I. Wellesley-Wesley, age 51, is the Company's President and Chief Executive Officer, a position he has held since February 2003. Prior to this, he served as a consultant to the Company from July 2001. He formerly held the position of Chairman of the Board of Directors through February 2002 and previously served as Chief Executive Officer of the Company from July 1995 through June 1997. He was a Managing Director of Soundview Ventures from 1999 to 2001. From 1997 through 1999 he was an independent consultant.

Board of Directors and Committees of the Board of Directors

The Board of Directors currently consists of seven directors. The Board of Directors currently has a standing audit committee and a standing compensation and stock option committee. Five of the seven directors are "independent directors" as defined in Rule 4200 of the listing standards of the National Association of Security Dealers, Inc. Messrs. Henderson, having been employed by the Company in the past three years, and Wellesley-Wesley, currently employed, do not meet that definition by virtue of their former or current employment with the Company.

The Board of Directors held eight (8) meetings during 2003. Each director attended at least 75% of the meetings of the Board of Directors and the committees on which he or she served. The Executive Committee, which consists of Messrs. Lang and Wellesley-Wesley, meets on a more frequent basis to discuss operational and strategic needs of the Company. Other members of the Board attend these meetings on an ad hoc basis.

3

The Compensation and Stock Option Committee is authorized to review and make recommendations to the Board of Directors on all matters regarding the remuneration of the Company's executive officers, including the administration of the Company's compensation plans. The current members of the Compensation and Stock Option Committee are Ms. McCabe and Mr. Lang, and he is the Chairman of the Committee. The Committee held three (3) meetings during 2003.

The Audit Committee is responsible for making recommendations to the Board of Directors as to the selection of the Company's independent auditor, maintaining communication between the Board and the independent auditor, reviewing the annual audit report submitted by the independent auditor and determining the nature and extent of problems, if any, presented by such audit warranting consideration by the Board. The current members of the Audit Committee are Ms. McCabe and Messrs. Kelly and Weber. Mr. Weber is the Chairman of the Committee. Each of the Committee members is an "independent director" as defined in Rule 4200 of the listing standards of the National Association of Securities Dealers, Inc. None of the Audit Committee members meet the definition of an "audit committee financial expert" under Item 401 of Regulation S-K of the Securities Act of 1933. However, the Board of Directors has concluded that while none of the Audit Committee members meet the definition, they as a group possess the experience necessary to carry out the duties and responsibilities of the Audit Committee. The Committee held five (5) meetings during 2003.

The Company does not have a nominating committee of the Board of Directors. Instead, the entire Board of Directors determines nominees for director, which permits all directors to fully participate in the process. In identifying and evaluating candidates to be nominated as directors, the Board seeks individuals with stated relevant experience that can add to the ability of the Board to fulfill its fiduciary obligation. The Board of Directors shall consider candidates nominated by shareholders. A shareholders who wishes to nominate a director must submit a nomination in writing to the Company's Chairman of the Board, with a copy to the Company's President and CEO, at Chyron Corporation, 5 Hub Drive, Melville, NY 11747, by December 11, 2004. Such nominee must meet the standards set forth above and there must be a vacancy on the Board. The Company has not received any recommended nominees from a security holder or group of security holders that beneficially own more than 5% of the Company's voting Common Stock. The Company does not pay any third party a fee to assist in the process nor in identifying and evaluating candidates.

The Company has in place a process to facilitate shareholder communications to its directors. To send an e-mail to directors, please go to the Company's web site at www.chyron.com, click on Corporate and click on Communications to the Board of Directors. You will be asked to provide your contact information and your comments, to select the individual director or the entire group of directors for your communication to be sent to, and then click Submit. This will send an e-mail to the selected individual director of the group of directors. Communications sent in this manner are not screened by the Company.

The Company's directors are expected to attend the Company's annual meeting of shareholders each year. All of the Company's directors attended last year's annual meeting of shareholders held on May 22, 2003.

Executive Officers

In addition to Mr. Wellesley-Wesley, the other executive officer of the Company is as follows:

Jerry Kieliszak - Senior Vice President and Chief Financial Officer, age 51. Mr. Kieliszak joined the Company in March 2002 as Senior Vice President and Chief Financial Officer. From 2000 to 2001 he was Executive Vice President and Chief Financial Officer of CoreCommerce, a business-to-business e-commerce software developer. From 1989 to 2000, Mr. Kieliszak was Vice President and Chief Financial Officer of ABT Corporation, an international, enterprise project management software development company.

4

EXECUTIVE COMPENSATION AND OTHER INFORMATION

Summary Compensation Table

The following table sets forth the cash and non-cash compensation awarded to or earned by our Chief Executive Officer and our other most highly compensated executive officers serving as such at December 31, 2003, whose compensation exceeded $100,000 for the years indicated. No other executive officer of the Company earned a salary and bonus for the year ended December 31, 2003 in excess of $100,000.

		Annual Compensation			Long Term Compensation
				Other Annual	Restricted	Securities	All Other
Name and Principal				Compensation	Stock	Underlying	Compensation
Position	Year	Salary	Bonus	(1)	Awards	Options	(2)
Michael Wellesley-Wesley	2003	$240,000	$42,000	$11,400	0	150,000	0
President, Chief Executive	2002	0	0	0	0	0	0
Officer and Director	2001	0	0	0	0	0	0
Jerry Kieliszak	2003	150,000	47,500	0	0	75,000	2,800
Chief Financial Officer	2002	121,731	8,438	0	0	125,000	1,269
and Senior Vice President	2001	0	0	0	0	0	0
Michael Knight (3)	2003	136,000	44,700	15,200	0	25,000	3,781
Senior Vice President,	2002	134,692	5,977	15,016	0	40,000	0
Strategic Business	2001	122,371	0	13,781	0	30,000	0
Development

(1) Other Annual Compensation includes automobile allowances or Company leased automobile.

(2) All Other Compensation includes Company matching contributions under the Company's 401(k) Plan for Mr. Kieliszak and Company contributions to a personal pension scheme for Mr. Knight.

(3) Mr. Knight's employment with Chyron was terminated on January 31, 2004.

5

Stock Option Grants

Set forth below is information on grants of stock options under the Chyron 1999 Incentive Compensation Plan (the "Incentive Compensation Plan") for the named executive officers for the period January 1, 2003 to December 31, 2003.

	Option Grants in Last Fiscal Year
	Individual Grants
	Number of	Percent of
	Securities	Total Options
	Underlying	Granted to	Exercise
	Options	Employees in	Price	Expiration	Grant Date
	Granted	Fiscal Year	Per Share	Date	Present Value
Michael Wellesley-Wesley	150,000	26.1%	$0.22	02/21/2013	$27,000
Jerry Kieliszak	50,000	8.7%	0.16	03/21/2013	6,500
	25,000	4.3%	0.35	11/07/2013	7,000
Michael Knight	25,000	4.3%	0.35	11/07/2013	7,000

All options reported above were awarded under the 1999 Incentive Compensation Plan. The Company has not granted any stock appreciation rights. Pursuant to the terms of the Plan, the exercise price per share for all options is the closing price of the Common Stock as quoted on the OTC Bulletin Board on the date of grant.

"Grant Date Present Value" is determined under the Black-Scholes pricing model, a widely recognized method of determining the present value of options. The factors used in this model are as follows: dividend yield = 0.0%; volatility = range of 124.7% to 125.1%; risk-free interest rate = range of 2.56% to 3.11% and expected option term of 4 years. The actual value, if any, an executive officer may realize will depend on the extent to which conditions as to exercisability of the option are satisfied and the excess of the stock price over the exercise price on the date the option is exercised. There is no assurance that the value realized by an executive officer will be consistent with the value estimated by the Black-Scholes model. The estimated values under the model are based on assumptions regarding interest rates, stock price volatility and future dividend yield. The model is used for valuing market traded options and is not directly applicable to valuing stock options granted under the Incentive Compensation Plan which cannot be transferred.

Fiscal Year End Option Values

The named executive officers of the Company did not exercise any options during the fiscal year ended December 31, 2003. The following table sets forth information concerning the number of options owned by the named executive officers and the value of any in-the-money unexercised options held by the named executive officers at December 31, 2003.

6

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
Name	Shares Acquired On Exercise	Value Realized	Number of Securities Underlying Unexercised Options At        Fiscal Year-End		Value of Unexercised In-the-Money Options        at Fiscal Year-End
			Exercisable	Unexercisable	Exercisable	Unexercisable
Michael Wellesley-Wesley	-	-	439,999	25,001	$40,300	$7,750
Jerry Kieliszak	-	-	75,000	125,000	15,500	15,500
Michael Knight	-	-	130,833	51,667	4,133	8,267

Pension Plans

The Company maintains a domestic, qualified non-contributory defined benefit pension plan (the "U.S. Pension Plan") for all employees of Chyron Corporation. Under the U.S. Pension Plan, a participant retiring at normal retirement age receives a pension benefit equal to the sum of: (i) 25% of his or her average monthly total compensation up to the level of social security covered compensation plus 38% of such compensation in excess of social security covered compensation for years of service prior to July 1, 1998 and (ii) 32% of his or her average monthly base compensation up to the level of social security covered compensation plus 48% of such compensation in excess of social security covered compensation for years of service subsequent to July 1, 1998. The portion of the benefits described in (i) will be reduced if the participant has less than 35 years of service at retirement and in (ii) if the participant has less than 20 years of service at retirement. Normal retirement under the plan is the later of age 65 or the date he or she completes 5 years participation in the plan. A participant's average monthly compensation is his or her monthly compensation averaged during the five consecutive years during the ten-year period prior to his or her termination that produces the highest average monthly compensation.

Participants in the U.S. Pension Plan vest according to the following schedule:

Employees Hired Prior to July 1, 1998		Employees Hired on or After July 1, 1998
Years of Service	Amount Vested	Years of Service	Amount Vested
Less than 2	0%	Less than 5	0%
2	20%	5 or more	100%
3	40%
4	60%
5 or more	100%

7

As of December 31, 2003, the number of years of service for vesting purposes for named executive officers subject to the U.S. pension plan, as measured from their date of hire, is as follows: Mr. Wellesley-Wesley, 0.84 years, and Mr. Kieliszak, 1.84 years. Neither Mr. Wellesley-Wesley nor Mr. Kieliszak are eligible to receive benefits under the plan until they have earned 5 years of credited service for vesting purposes, as measured from their date of hire, as both are subject to the vesting schedule for employees hired after June 1998 which requires completion of five years of credited service from date of hire before earning any vested rights to pension plan benefits.

The following table shows the aggregate annual benefits under the U.S. Pension Plan as now in effect that would be currently payable to participants retiring at age sixty-five on a single-life basis under various assumptions as to salary and years of service. Benefits under the U.S. Pension Plan are payable in the form of a monthly, lifetime annuity commencing on the later of normal retirement age or the participant's date of retirement, or, at the participant's election, in a lump sum or installment payments. The amounts shown reflect the level of social security covered compensation for a participant reaching age 65 in 2003. In addition, the participant is entitled to receive social security benefits. The Employee Retirement Income Security Act of 1974 and the Internal Revenue Code of 1986, as amended, limit the annual retirement benefit that may be paid out of funds accumulated under a qualified pension plan. The maximum annual benefit payable under the U.S. Pension Plan was $160,000 for 2003. This maximum is proportionately reduced for years of plan participation less than ten. Compensation in excess of $200,000 for 2003 may not be taken into account in the determination of benefits under the U.S. Pension Plan.

U.S. Pension Plan Table
Highest Consecutive Five-Year Average		Years of Credited Service at Retirement at Age 65
Compensation During the Last Ten Years
Of Employment		10	20	30	35
	$ 50,000	$ 4,800	$9,700	$14,500	$17,000
	100,000	11,700	23,400	35,100	41,000
	150,000	18,600	37,100	55,700	65,000
	160,000	19,900	39,900	59,800	69,800
	170,000	21,300	42,600	63,900	74,600
	200,000	25,400	50,800	76,300	89,000

The Company's U.K. subsidiary, Pro-Bel, had at the time of its sale on November 6, 2003, a non-contributory defined benefit pension plan (the "U.K. Pension Plan") covering all permanent employees of Pro-Bel who were hired prior to September 1, 1999. Under the U.K. Pension Plan, a participant retiring after working 40 years with Pro-Bel will receive 66.66% of his or her basic earnings averaged over the last thirty-six (36) months of employment. This pension benefit is in addition to the U.K. government's basic and earnings related pension. Benefits vest on a pro rata basis following completion of two (2) years of membership. A spouse's pension of 50% of the member's pension is payable on the death of the plan member whether in service or following retirement. Also at the time of the sale of Pro-Bel, it had a Group Personal Pension Plan (the "U.K. Pension Plan 2000") in place for all employees hired on or after September 1, 1999 and for employees hired earlier but who were not then members of the U.K. Pension Plan at that time. Under the U.K. Pension Plan 2000, each member had an individual account within the plan and the company contributed annually an amount equal to 8% of the employee's salary into their individual fund within the group plan.

As of November 6, 2003, Mr. Knight, a participant in the U.K. Pension Plan, had 6 years of credited service in that plan. Subsequent to this date, the Company has provided Mr. Knight with a contribution to his personal pension scheme in an amount equal to 16.6% of his gross salary per month in lieu of further

8

contributions to the U.K. Pension Plan. Other former Pro-Bel employees who joined Chyron International Corporation and who were employee participants of either the U.K. Pension Plan or the UK Pension Plan 2000 up until November 6, 2003 are, since that date, provided with pension benefits through the Chyron International Corporation Group Personal Pension Plan (the "CIC Pension Plan"), which was established upon the sale of Pro-Bel. Under the CIC Pension Plan, each member has an individual account within the plan and the company contributes monthly an amount equal to a percentage of his salary, which percentage is dependent on which former U.K. plan he participated in. New employees to this CIC Pension Plan will receive a contribution of an amount equal to 8% of their salary.

Directors' Compensation

Directors of the Company who are also salaried officers or employees of the Company do not receive special or additional compensation for serving on the Board of Directors or any of its committees. Each director who is not a salaried officer or employee of the Company receives an annual fee of $5,000 (except for the Chairman who receives an annual fee of $10,000), plus $1,000 for attending each meeting of the Board of Directors and $500 for attending each meeting of the Committees of the Board. In addition, each non-employee director receives, on the last trading day of July each year, options to purchase 5,000 shares of Common Stock at an exercise price equal to the market value on the last trading day of each July. These options are immediately exercisable and expire ten years from date of grant.

Employment Contracts and Termination of Employment and Change-in-Control Arrangements

The Company has an employment agreement with Mr. Wellesley-Wesley, the Company's President and Chief Executive Officer, that expires February 21, 2005. The agreement may be extended for a one-year period upon both parties' consent. As compensation for his services, he receives a base salary of $280,000 per annum and is eligible for an annual incentive bonus based on achievement of criteria and in an amount to be determined at the sole discretion of the Compensation and Stock Option Committee. The agreement contains severance provisions, with respect to his termination for other than cause, that entitle him to receive base salary and benefits for one month as well as any accrued but unpaid salary or incentive bonus. In addition, the exercise period for the 150,000 option shares granted to him in 2003 would remain outstanding for the remainder of the term of the options. The agreement also contains non-competition, patents and copyrights and confidential information provisions.

The Company and Mr. Kieliszak entered into a severance agreement on May 2, 2003 that provides that in the event Mr. Kieliszak is terminated without cause, he is entitled to receive severance of salary and health benefits, for which the Company would pay his COBRA premiums, for a period of twelve months, subject to mitigation after the severance period provided for in the Company's Severance Plan for U.S. Employees, which severance period is normally three months but is extended to six months under the Executive Retention Program. Additionally under the agreement, the 50,000 options previously granted to Mr. Kieliszak in December 2002 were designated a "Loyalty Option Grant" and made subject to the special terms of the Executive Retention Program that apply to such grants.

Mr. Knight's employment with the Company was terminated on January 31, 2004. The terms of the separation agreement reached with Mr. Knight included cash payments of: (i) severance of 39,250 British Pounds ("GBP") (approximately $71,400) representing six months of salary reduced by GBP3,250 in outplacement and legal fees paid by the Company; (ii) a one time special bonus of GBP14,166 (approximately $25,800); (iii) a personal pension plan contribution of GBP10,308 (approximately $18,800) representing six months' contribution; (iv) an automobile allowance of GBP4,752 (approximately $8,600) representing six months' allowance; and (v) accrued vacation pay of GBP4,604 (approximately $8,400). The Company agreed to continue his life assurance policy and medical benefits coverage, at no cost to him, for a period of six

9

months. Additionally, the Company fully vested, and extended the expiration dates to December 31, 2004 of, 105,000 options with exercise prices ranging from $0.27 to $0.55 per share, that would have otherwise expired upon his termination. In connection with the sale of the Company's Pro-Bel subsidiary in November 2003, Mr. Knight was paid, under the Company's Executive Retention Program, a loyalty bonus of GBP21,250 (approximately $38,700) and a pro-rata annual bonus of GBP3,320 (approximately $6,000).

Messrs. Wellesley-Wesley and Kieliszak are participants in, and Mr. Knight was until his termination a participant in, the Company's Executive Retention Program (the "ERP"). This program is effective through December 31, 2004 or for one year from the date the participant transfers to a successor company, whichever comes first. The ERP may be renewed at the discretion of the Company's Compensation and Stock Option Committee of the Board of Directors. The ERP is intended to encourage executives and other key employees to actively support a sale process in the event of a sale of a part or all of the Company. Under the ERP the named executive officers are entitled to the following benefits:

• Loyalty Options: 50,000 options granted to Mr. Kieliszak in December 2002 were designated as Loyalty Options, with immediate 100% vesting;
• Loyalty Bonus: Messrs. Wellesley-Wesley and Kieliszak are both eligible to receive a loyalty bonus equal to 3 months base salary. The loyalty bonus will be payable as of (i) the date the Company is sold, or (ii) the date any participant transfers to a successor company or (iii) the date any participant is terminated involuntarily.
• Annual Bonus: Messrs. Wellesley-Wesley and Kieliszak are both entitled to receive the prorated portion of their actual annual bonus paid for the prior year in the event they transfer to a successor company or are involuntarily terminated.
• Severance Benefits: Messrs. Wellesley-Wesley and Kieliszak are both entitled to receive severance of salary and Company-paid premiums for medical benefits if they are terminated involuntarily for reasons other than cause, or if they resign voluntarily subsequent to their transfer to a successor company for good reason, where good reason is defined as: (i) a reduction in their base rate of compensation or incentive compensation target; (ii) a substantial reduction in their responsibilities; or (iii) they are required to relocate in order to retain their current position or a comparable position and such transfer is not mutually acceptable. Their severance periods are as follows:

• Mr. Wellesley-Wesley is eligible to receive a total of six months of severance, inclusive of the one month that he is entitled to under his employment agreement.
• Mr. Kieliszak is eligible to receive a total of twelve months of severance, inclusive of the up to twelve months that he is entitled to under his severance agreement.

10

COMPENSATION AND STOCK OPTION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION

Ms. McCabe and Mr. Lang serve on our Compensation and Stock Option Committee. No executive officer served as a director of another entity or as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served as a member of our board of directors or on our Compensation and Stock Option Committee.

Mr. Wellesley-Wesley, a member of the Office of the Chairman and Chairman of the Executive Committee of our Board of Directors, served as our President and Chief Executive Officer from July 1995 through June 1997 and was named President and Chief Executive Officer again in February 2003. During 2002 and until he was named President and Chief Executive Officer in February 2003, Mr. Wellesley-Wesley was paid a $15,000 monthly consulting fee and was assigned a company-leased automobile. He provided consulting services in exploring strategic alternatives for the Company and provided services as Chairman of the Executive Committee and as a member of the Office of the Chairman.

Mr. Henderson, a current Director and the Company's President and Chief Executive Officer until February 2003, was paid fees of $37,532, plus expenses, for consulting services in exploring strategic alternatives for the Company subsequent to his resignation.

COMPENSATION AND STOCK OPTION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION

It is the duty of the Compensation and Stock Option Committee to develop, administer and review the Company's compensation plans, programs and policies, to monitor the performance and compensation of executive officers and other key employees and to make appropriate recommendations and reports to the Board of Directors relating to executive compensation.

The Company's compensation program is intended to motivate, retain and attract management, linking incentives to financial performance and enhanced shareholder value. The program's fundamental philosophy is to tie the amount of compensation "at risk" for an executive to his or her contribution to the Company's success in achieving superior performance objectives.

The compensation program for the named executive officers consists of three components: (i) a base salary; (ii) the potential for an annual bonus based upon the satisfaction of certain performance criteria set annually by the Compensation Committee for each position and a special bonus as warranted, and (iii) a company-leased automobile for Mr. Wellesley-Wesley.

The bonus criteria may relate to overall Company performance, the individual executive's performance or a combination of the two, depending upon the particular position at issue. The bonus component constitutes the "at risk" portion of the compensation program. Additionally, employees are eligible to receive awards pursuant to the Company's Incentive Compensation Plan (stock option plan).

All amounts paid or accrued during fiscal year 2003 for executive officers under the above-described compensation program are included in the table found in the section captioned "Summary Compensation Table."

11

Members of The Compensation and

Stock Option Committee

Wesley W. Lang, Jr., Chairman

Joan Y. McCabe

REPORT OF THE AUDIT COMMITTEE

The following Report of the Audit Committee of the Board of Directors does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this Report by reference therein.

The Audit Committee's primary responsibilities fall into three broad categories:

• first, the Committee is charged with monitoring the preparation of quarterly and annual financial reports by the Company's management, including discussions with management and the Company's outside auditors about draft annual financial statements and key accounting and reporting matters;

• second, the Committee is responsible for matters concerning the relationship between the Company and its outside auditors, including recommending their appointment or removal, reviewing the scope of their audit services and any other services being provided to the Company, and their related fees; and determining whether the outside auditors are independent (based in part on the annual letter provided to the Company pursuant to Independence Standards Board Standard No.1); and

• third, the Committee oversees management's implementation of effective systems of internal controls, including review of policies relating to legal and regulatory compliance, ethics and conflicts of interests.

The responsibilities of the Audit Committee are described in more detail in the charter of the Audit Committee, a copy of which was attached as Appendix A to the Company's Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 3, 2001.

The Audit Committee has implemented procedures to ensure that during the course of each fiscal year it devotes the attention that it deems necessary or appropriate to each of the matters assigned to it under the Audit Committee's charter. To carry out its responsibilities, the Audit Committee met five (5) times during 2003.

In overseeing the preparation of the Company's annual financial statements, the Audit Committee met with both management and the Company's outside auditors to review the scope of and discuss the results of the audit and significant accounting issues. Management advised the Audit Committee that all financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee discussed the statements with both management and the outside auditors. The Audit Committee's review included discussion with the outside auditors of matters required to be discussed pursuant to Statement on Auditing Standards No. 61 (Communication With Audit Committees).

12

With respect to the Company's outside auditors, the Audit Committee, among other things, discussed with PricewaterhouseCoopers LLP, their fees for audit, audit-related, tax and all other services, and matters relating to its independence, including the disclosures made to the Audit Committee as required by the Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees). The Audit Committee considered whether their provision of non-audit services is compatible with maintaining their independence.

On the basis of these reviews and discussions, the Audit Committee recommended to the Board of Directors that the Board approve the inclusion of the Company's audited financial statements in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2003, for filing with the Securities and Exchange Commission.

Members of the Audit Committee

Eugene M. Weber, Chairman
Christopher R. Kelly
Joan Y. McCabe

Fees Paid to PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP fees incurred by the Company for 2003 and 2002 are as follows:

	For Year Ended December 31,
	2003	2002
Audit Fees (1)	$329,410	$342,980
Audit-Related Fees (2)	128,454	34,665
Tax Fees (3)	220,721	54,619
All Other Fees (4)	0	6,240
	$678,585	$438,504

(1) Consists of fees for audit of annual financial statements and review of quarterly financial statements.

(2) Consists of fees for employee benefit plans audits, non-audit accounting related advice and, for 2003, fees of $84,800 relating to non-audit accounting related advice, due diligence and attest services relating to sale of the Company's Chyron UK Holdings Ltd. subsidiary.

(3) Consists of fees for tax compliance and advice and, for 2003, fees of $152,000 for tax advice related to the sale of the Company's UK Holdings Ltd. subsidiary.

(4) Consists of company secretarial services provided to the Company's Pro-Bel subsidiary in 2002.

13

STOCK PERFORMANCE CHART

The following chart compares the yearly percentage change in the cumulative total shareholder return on the Common Stock during the five years ended December 31, 2003 with the cumulative total return on the Russell 2000 Index and a peer group selected by the Company consisting of businesses engaged in supplying equipment to the broadcast and video industry. The comparison assumes $100 was invested on December 31, 1998 in the Common Stock of the Company and in each of the foregoing indices and assumes reinvestment of dividends.

The businesses included in the Company-selected peer group are: Avid Technology Inc., Pinnacle Systems Inc., and Leitch Technology Corp. The returns of each component issuer in the foregoing group have been weighted according to the respective issuer's stock market capitalization.

On February 27, 2004, 40,721,359 shares of Common Stock were outstanding.

14

PRINCIPAL SHAREHOLDERS

Security Ownership of Certain Beneficial Owners

The following table sets forth, as of February 27, 2004, certain information about all persons who, to the Company's knowledge, were beneficial owners of 5% or more of Common Stock of the Company (1).

Name and Address of	Amount and Nature of	Percent of
Beneficial Owner	Beneficial Ownership(2)	Class(2)(3)
HJH Partners, L.L.C. (4)	7,717,994	18.72%
Two Soundview Drive
Greenwich, CT 06830
WPG PE Fund Advisor, L.P. (5)	6,220,209	14.87%
One New York Plaza
New York, NY 10004
London Merchant Securities plc (6)	4,903,832	11.70%
Carlton House
33 Robert Adam Street
London, W1M 5AH
England, U.K.
Christopher R. Kelly (7)	3,910,302	8.99%
800 Fifth Avenue, Suite 1400
Seattle, WA 98104
Michael I. Wellesley-Wesley (8)	3,143,147	7.63%
Philip Greer (9)	2,832,983	6.87%
WPG Venture Partners III, L.P.
One New York Plaza
New York, NY 10004

15

Security Ownership of Management

The following table sets forth, as of February 27, 2004, certain information with respect to the beneficial ownership of each class of the Company's equity securities by each director and the named executive officers of the Company and all directors and executive officers of the Company as a group(1).

Name of	Amount and Nature of	Percent of
Beneficial Owner	Beneficial Ownership (2)	Total (2)(3)
Christopher R. Kelly (7)	3,910,302	8.99%
Michael I. Wellesley-Wesley (8)	3,143,147	7.63%
Roger Henderson (10)	330,053	*
Wesley W. Lang, Jr. (11)	239,999	*
Eugene M. Weber (12)	151,504	*
Jerry Kieliszak (13)	116,766	*
Donald P. Greenberg (14)	36,666	*
Joan Y. McCabe (15)	5,000	*
All directors and executive officers
As a group (8 persons)	7,933,437	18.77%

* Less than one percent (1%).

(1) These tables are based upon information supplied by Schedules 13D and 13G, if any, filed with the Securities and Exchange Commission (the "SEC"). Unless otherwise indicated in the footnotes to the table and subject to the community property laws where applicable, each of the shareholders named in this table has sole voting and investment power with respect to the shares shown as beneficially owned by him/her.

(2) Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage of ownership of that person, shares of Common Stock subject to options exercisable up to 60 days after February 27, 2004 and warrants and conversion privileges held by that person that are exercisable or convertible at February 27, 2004, are deemed outstanding. To the Company's knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws, each person named in the table has sole voting and investment power with respect to the shares set forth opposite such person's name.

16

(3) In calculating the percent of the outstanding shares of Common Stock, 40,721,359 shares of Common Stock which were outstanding on February 27, 2004, as well as, where applicable, all shares issuable on the exercise of stock options up to 60 days after February 27, 2004, the conversion of debentures (including accrued interest as of February 27, 2004 payable in additional convertible debentures) and the exercise of warrants as of February 27, 2004 held by the particular beneficial owner that are included in the column to the left of this column, are deemed to be outstanding.

(4) HJH Partners, L.L.C. is the managing partner for WPG PE Fund Advisor, L.P. ("PEF") and WPG PE Fund Advisor (Overseas), L.P. ("Overseas"). PEF serves as the fund investment advisor to and beneficially owns 6,220,209 shares held by WPG Corporate Development Associates IV, L.L.C. ("CDA IV"), including 919,886 and 185,257 which may be acquired upon the conversion of presently exercisable debentures and the exercise of warrants, respectively. Overseas serves as the fund investment advisor to and beneficially owns 1,497,785 shares held by WPG Corporate Development Associates IV (Overseas), L.P. ("CDA Overseas"), including 220,056 and 44,343 which may be acquired upon the conversion of presently convertible debentures and the exercise of warrants, respectively. PEF and Overseas disclaim beneficial ownership of such shares, except to the extent of their interests in CDA IV and CDA Overseas, respectively.

(5) HJH Partners, L.L.C. is the managing partner of PEF, which serves as the fund investment advisor to and beneficially owns 6,220,209 shares held by WPG Corporate Development Associates IV, L.L.C. ("CDA IV"), including 919,886 and 185,257 which may be acquired upon the conversion of presently exercisable debentures and the exercise of warrants, respectively. PEF disclaims beneficial ownership of such shares, except to the extent of its interest in CDA IV.

(6) Includes 3,715,391 shares beneficially owned by LMS Tiger Investments Limited, 380,736 shares beneficially owned by Lion Investments Ltd., of which 342,908 and 37,828 may be acquired upon the conversion of presently convertible debentures and the exercise of warrants, respectively, and 807,705 shares beneficially owned by Westpool Investment Trust plc, of which 727,476 and 80,229 may be acquired upon the conversion of presently convertible debentures and the exercise of warrants, respectively. LMS Tiger Investments Limited, Lion Investments Ltd. and Westpool Investment Trust plc are wholly owned subsidiaries of London Merchant Securities plc.

(7) Includes 20,000 shares that may be acquired upon the exercise of presently exercisable options and 2,508,357 and 268,571 shares that may be acquired upon the conversion of presently convertible debentures and the exercise of warrants, respectively.

(8) Includes 2,678,147 shares directly owned by Sun Life Pension Management and Paris Investments Limited and which Michael Wellesley-Wesley is deemed to be beneficial owner. Also includes 465,000 shares that may be acquired upon the exercise of presently exercisable options.

(9) Philip Greer is a managing partner to WPG Venture Partners III, L.P. ("WPGVP") which serves as the fund investment advisor of WPG Enterprise Funds II, L.L.C. ("Enterprise"), which beneficially owns 1,549,961 shares, of which 232,272 and 46,743 may be acquired upon the conversion of presently convertible debentures and the exercise of warrants, respectively, and Weiss, Peck & Greer Venture Associates III, L.L.C. ("WPGVA"), which beneficially owns 1,283,022 shares, of which 188,273 and 37,943 may be acquired upon the conversion of presently convertible debentures and the exercise of warrants, respectively.

(10) Includes 155,000 shares that may be acquired upon the exercise of presently exercisable options.

(11) Includes 39,999 shares that may be acquired upon the exercise of presently exercisable options.

(12) Includes 39,999 shares that may be acquired upon the exercise of presently exercisable options and 2,515 that may be acquired upon the exercise of warrants.

(13) Includes 91,666 shares that may be acquired upon the exercise of presently exercisable options.

(14) Includes 36,666 shares that may be acquired upon the exercise of presently exercisable options.

(15) Includes 5,000 shares that may be acquired upon the exercise of presently exercisable options.

17

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. Wellesley-Wesley, a Director, member of the Office of the Chairman and Chairman of the Executive Committee of our Board of Directors, served as our President and Chief Executive Officer from July 1995 through June 1997 and was named President and Chief Executive Officer again in February 2003. During 2002 and until he was named President and Chief Executive Officer in February 2003, Mr. Wellesley-Wesley was paid a $15,000 monthly consulting fee and was assigned a company-leased automobile. He provided consulting services in exploring strategic alternatives for the Company and provided services as Chairman of the Executive Committee and as a member of the Office of the Chairman.

In December 2001, the Company issued 12% Senior Subordinated Convertible Notes ("Senior Subordinated Notes") in the aggregate principal amount of $2.21 million. Certain directors, officers and beneficial owners of 5% or more of the Common Stock of the Company ("5% Shareholders") acquired Senior Subordinated Notes, including the following: London Merchant Securities plc, a 5% Shareholder, through its affiliate, acquired $250,000 principal amount and Christopher Kelly, a Director and 5% Shareholder, acquired $450,000 principal amount. On February 28, 2002, the Board of Directors resolved to amend the Senior Subordinated Notes such that the Company will only pay interest on the Senior Subordinated Notes by increasing the amount of principal owed thereunder.

In December 2001, the terms of the Company's outstanding Series A subordinated convertible debentures ("Series A debentures") and Series B subordinated convertible debentures ("Series B debentures") were amended to extend the maturity date of the Series A and B debentures from December 31, 2003 to December 31, 2004, increase the interest rate from 8% to 12%, and provide that until December 31, 2004, interest may be paid in the form of additional debentures, or in cash, at the Company's sole option. Certain directors, officers and 5% Shareholders had previously acquired Series A debentures, including the following: Weiss Peck & Greer, a 5% Shareholder then affiliated with Wesley Lang, a Director, acquired through its affiliates $790,000 principal amount and London Merchant Securities plc, a 5% Shareholder, through its affiliates, acquired $273,000 principal amount. Certain directors, officers and 5% Shareholders had previously acquired Series B debentures, including the following: London Merchant Securities plc, a 5% Shareholder, through its affiliates, acquired $760,000 principal amount; Christopher Kelly, a Director and 5% Shareholder, acquired $2,350,000 principal amount; and, Weiss Peck & Greer, a 5% Shareholder then affiliated with Wesley Lang, a Director, acquired through its affiliates $1,960,000 principal amount. On February 28, 2002, the Company's Board of Directors resolved to pay interest on the Series A and Series B debentures only by increasing the amount of principal owed thereunder. In connection with the amendment to the Series A and Series B debentures, in December 2001, the Company issued warrants to holders of the amended Series A and Series B debentures to purchase an aggregate of 861,027 shares of Common Stock of the Company at an exercise price equal to $0.35 per share. The warrants vested immediately and are exercisable through December 31, 2004.

In December 2003, the Company closed on a exchange offer that retired, at a discount off face value, Series A debentures and Series B debentures held by those holders who accepted the offer. Mr. Weber, a Director, on behalf of The Weber Family Trust, accepted the offer for all $25,335 of Series A debentures held in return for $10,134 of cash and 31,832 shares of Chyron Common Stock and accepted the offer for all $2,900 of Series B debentures held in return for $1,160 of cash and 3,643 shares of Chyron Common Stock.

18

In February 2004, the Company closed on a exchange offer that retired Series A debentures and Series B debentures in exchange for cash and new Series C 7% subordinated convertible debentures due December 31, 2005 ("Series C debentures") and new Series D 8% subordinated convertible debentures due December 31, 2006 ("Series D debentures"). WPG Corporate Development Associates IV, LLC and WPG Corporate Development IV (Overseas), LP, which are managed by WPG PE Fund Advisor, LP and WPG PE Fund Advisor (Overseas), LP, respectively, for which the managing partner is HJH Partners, LLC, of which Joan McCabe, a Director, is an affiliate, exchanged a combination of $2,835,174 of Series A and Series B debentures for $1,134,069 of cash and $1,701,105 of Series C debentures. WPG Enterprise Fund II, LLC and Weiss, Peck & Greer Venture Associates III, LC, which are managed by WPG Venture Partners III, LP and of which Philip Greer is a managing partner, exchanged a combination of $1,045,945 of Series A and Series B debentures for $418,378 of cash and $627,567 of Series C debentures. Westpool Investment Trust plc and Lion Investments Limited, wholly owned subsidiaries of London Merchant Securities, exchanged a combination of $1,462,275 of series A and series B debentures for $658,024 of cash and $691,656 of Series D debentures. Christopher Kelly, a Director, exchanged Series B debentures of $3,426,724 for $1,542,026 of cash and $1,620,841 of Series D debentures.

19

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company has entered into indemnity agreements with each of its directors and executive officers. The indemnity agreements provide that directors and executive officers (the "Indemnitees") will be indemnified and held harmless to the fullest possible extent permitted by law including against all expenses (including attorney's fees and expenses), judgments, fines, penalties and settlement amounts paid or incurred by them in any action, suit or proceeding on account of their services as director, officer, employee, agent or fiduciary of the Company or as directors, officers, employees or agents of any other company or entity at the request of the Company. The Company will not, however, be obligated pursuant to the agreements to indemnify or advance expenses to an indemnified party with respect to any action (1) in which a judgment adverse to the Indemnitee establishes (a) that the Indemnitee's acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material, or (b) that the Indemnitee personally gained in fact a financial profit or other advantage to which he or she was not legally entitled, or (2) which the Indemnitee initiated, prior to a change in control of the company, against the Company or any director or officer of the Company unless the Company consented to the initiation of such claim. The indemnity agreements require an Indemnitee to reimburse the Company for expenses advanced only to the extent that it is ultimately determined that the director or executive officer is not entitled, under Section 723(a) of the New York Business Corporation Law and the indemnity agreement, to indemnification for such expenses.

SECTION 16(a) REPORTING COMPLIANCE

Section 16(a) of the Securities and Exchange Act of 1934 requires the Company's directors and executive officers, and persons who beneficially own more than ten percent (10%) of a registered class of the Company's equity securities, to file with the SEC reports of ownership and changes in ownership of Common Stock and other equity securities of the Company. Executive officers, directors and greater than ten percent (10%) beneficial owners are required by SEC regulation to furnish the Company with copies of all Section 16(a) reports that they file. Based solely upon a review of the copies of such reports furnished to the Company or written representations that no other reports were required, the Company believes that, during fiscal year 2003, all filing requirements applicable to its executive officers, directors, and greater than ten percent (10%) beneficial owners were met.

OTHER MATTERS ARISING AT THE ANNUAL MEETING

The matters referred to in the Notice of Annual Meeting and described in this Proxy Statement are, to the knowledge of the Board of Directors, the only matters that will be presented for consideration at the Annual Meeting. If any other matters should properly come before the Annual Meeting, the persons appointed by the accompanying proxy will vote on such matters in accordance with their best judgment pursuant to the discretionary authority granted to them in the proxy.

SHAREHOLDER PROPOSALS

A shareholder of the Company who wishes to present a proposal for action at the Company's 2005 Annual Meeting of Shareholders must submit such proposal to the Company, in accordance with Rule 14-8 under the Securities Exchange Act of 1934. To be eligible for inclusion such proposal must be received by the Company, no later than December 11, 2004.

20

COST OF SOLICITATION OF PROXIES

The solicitation of proxies pursuant to this Proxy Statement is made by and on behalf of the Company's Board of Directors. The cost of such solicitation will be paid by the Company. Such cost includes the preparation, printing and mailing of the Notice of Annual Meeting, Proxy Statement, Annual Report and form of proxy. The solicitation will be conducted principally by mail, although directors, officers and employees of the Company (at no additional compensation) may solicit proxies personally or by telephone or telegram. Arrangements will be made with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of proxy material to the beneficial owners of shares held on record by such fiduciaries, and the Company may reimburse such persons for their reasonable expenses in so doing.

INDEPENDENT PUBLIC ACCOUNTANTS

Representatives of PricewaterhouseCoopers LLP, which audited the Company's 2001, 2002 and 2003 financial statements, are expected to be present at the Annual Meeting. They will have the opportunity to make a statement if they so desire, and they are expected to be available to respond to appropriate questions.

ANNUAL REPORT ON FORM 10-K

The Company will provide without charge to each person whose proxy is solicited, upon the written request of any such person, a copy of the Company's Annual Report on Form 10-K filed with the SEC, for the period January 1, 2003 through December 31, 2003, 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 Cents ($0.20) per page or a minimum charge of Five Dollars ($5.00). Such written requests should be directed to Ms. Margaret Roed, Chyron Corporation, 5 Hub Drive, Melville, New York 11747. Each such request must set forth a good faith representation that, as of March 31, 2004, the person making the request was a beneficial owner of securities entitled to vote at the Annual Meeting. The Company incorporates herein the Annual Report by reference.

21