S-8

As filed with the Securities and Exchange Commission on June 27, 2005

Registration No. 333-01861

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Post-Effective Amendment No. 3
to

FORM S-8

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
________________

CHYRON CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

New York 11-2117385
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)

5 Hub Drive
Melville, New York 11747
(Address of Principal Executive Offices)
___________

CHYRON CORPORATION
1999 INCENTIVE COMPENSATION

(Full Title of the Plan)
___________

Jerry Kieliszak
Senior Vice President and
Chief Financial Officer
Chyron Corporation
5 Hub Drive
Melville, N.Y. 11747
(Name and Address of Agent For Service)

Telephone Number, Including Area Code, of Agent For Service: (631) 845-2000

Title Of Shares To Be Registered	Amount To Be Registered(1)	Proposed Maximum Offering Price Per Share(1)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee
Common Stock (par value $0.01 per share)	2,000,000	$0.40	$800,000	$94.16

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interest to be offered or sold pursuant to the employee benefit plan[s] described herein.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933, and based upon (i) as to shares issuable upon the exercise of outstanding options under the plan, on the exercise price of such options and (ii) as to the balance of the shares reserved for issuance under the plan on the average of the high and low sales prices reported on the National Association of Securities Dealers Automated Quotation System on June 24, 2005.

EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, this Post-Effective Amendment No. 3 to the Registration Statement on Form S-8 of Chyron Corporation (the "Company") is being filed in order to register 2,000,000 additional shares of the Company's Common Stock, $0.01 par value per share, which may be issued from time to time under the Company's 1999 Incentive Compensation (the "Plan"). The contents of the Registration Statement on Form S-8, registration number 333-01861, are hereby incorporated by reference into this Registration Statement.

PART II

Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

The Company states that the documents listed below, which are on file with the Securities and Exchange Commission, are incorporated herein by reference and made a part hereof:

(a) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004;

(b) the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005; the Company's Proxy Statement, dated April 11, 2005, relating to the Annual Meeting of Shareholders held on May 18, 2005; and

(c) the Company's Form 8-A, filed on March 24, 1992, which contains a description of the class of common stock registered pursuant to the filing of this Registration Statement.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document that also is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

LEGAL MATTERS

The validity of the shares of common stock offered to be issued under the Plan has been passed upon for our company by Thelen Reid & Priest LLP, New York, New York. A member of the firm is the non-employee corporate secretary of the Company.

EXHIBITS

Exhibit No.	Document
5.1*	Opinion of Thelen Reid & Priest LLP
23.1*	Consent of PricewaterhouseCoopers LLP, as independent registered public accountants
23.2*	Consent of Thelen Reid & Priest LLP (included in Exhibit 5.1)
24.1*	Power of Attorney (included on the signature page of this Form S-8)

_____________

* Filed herewith.

2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned.

CHYRON CORPORATION
By:	/s/ Michael Wellesley-Wesley
	Name: Michael Wellesley-Wesley
	Title: President and Chief Executive Officer
	and Director
By:	/s/ Jerry Kieliszak
	Name: Jerry Kieliszak
	Title: Senior Vice President and Chief Financial
	Officer and Chief Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ *	President, Chief Executive Officer	June 27, 2005
Michael I. Wellesley-Wesley	and Director
/s/ *	Chairman of the Board of Directors	June 27, 2005
Christopher R. Kelly
/s/ *	Director	June 27, 2005
Donald P. Greenberg
/s/ *	Director	June 27, 2005
Roger Henderson
/s/ *	Director	June 27, 2005
Eugene M. Weber

____________________________________

* By: /s/ Jerry Kieliszak, as Attorney in Fact

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EXHIBIT INDEX

EXHIBITS

Exhibit No.	Document
5.1*	Opinion of Thelen Reid & Priest LLP
23.1*	Consent of PricewaterhouseCoopers LLP, as independent registered public accountants
23.2*	Consent of Thelen Reid & Priest LLP (included in Exhibit 5.1)
24.1*	Power of Attorney (included on the signature page of this Form S-8)

_____________

* Filed herewith.

4

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 (No. 333-01861) of our report dated March 31, 2005 relating to the financial statements and financial statement schedule which appears in Chyron Corporation's Annual Report on Form 10-K for the year ended December 31, 2004.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

New York, NY

June 21, 2005

EX-5.1

EXHIBITS 5.1 AND 23.2

June 27, 2005

Chyron Corporation
5 Hub Drive
Melville, New York 11747

Gentlemen:

You have requested our opinion in connection with the Post Effective Amendment No. 3 to the Registration Statement on Form S-8 (the "Registration Statement") to be filed by Chyron Corporation. (the "Company") with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, for registration under said Act of an additional 2,000,000 shares of common stock (the "Shares") in connection with the Company's 1999 Incentive Compensation (the "Plan"). We are of the opinion that:

1. The Company is a company duly incorporated and existing under the laws of the State of New York.

2. When any shares shall have been issued and delivered in accordance with the Plan, such shares shall be legally issued, fully paid and non-assessable.

The opinion expressed in the above paragraph 1 is given solely on the basis of a certificate of the Secretary of State of the State of New York. The opinion is limited to the meaning ascribed to such certificate by the Secretary of the State of New York and applicable law.

The opinions and other matters in this letter are qualified in their entirety and subject to the following:

We are members of the Bar of the State of New York and this opinion is limited to the laws of the State of New York and the federal laws of the United States of America. We express no opinion concerning the law of any other jurisdiction. A member of the firm is the non-employee secretary of the Company.

We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to the use of our name in the aforementioned Registration Statement. In giving the foregoing consent, we do not thereby admit that we are in the category of person whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission there under.

This opinion is rendered solely for your benefit in connection with the matters addressed herein. Except as stated in the immediately preceding paragraph, without prior consent, this opinion may not be relied upon by you for any purpose or furnished or quoted to, or relied upon by any person or entity for any purpose.

Very truly yours,

/s/ Thelen Reid & Priest LLP

Thelen Reid & Priest LLP