SCHEDULE 14A INFORMATION
                                  
     Proxy Statement Pursuant to Section 14(a) of the Securities
                        Exchange Act of 1934
                         (Amendment No.  )
                                  
     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
     [ ]Definite Additional Materials
     [ ]Soliciting Material Pursuant to Section 240.14a-11(c) or Section
     240.14a-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]$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-
     6(i)(2) or Item 22(a)(2) of Schedule 14A.
     [  ] $500 per each party to the controversy pursuant to Exchange Act
     Rule 14a-6(i)(3).
     [  ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
     and 0-11.
     
     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 the 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
                            516-845-2000
                                   
     
     
                                                January 3, 1997
                                                                 
     Dear Shareholders:
     
     On behalf of the Board of Directors and management of Chyron
     Corporation, I cordially invite you to attend a Special Meeting of
     Shareholders to be held on Friday, January 24, 1997, at 10:00 a.m.,
     at the offices of Camhy Karlinsky & Stein LLP, 1740 Broadway, 16th
     Floor, New York, NY 10019.
     
     The purpose of the Special Meeting of Shareholders is to authorize
     a reverse stock split of the Company's issued Common Stock, as more
     fully described in the attached Notice of Special Meeting of
     Shareholders and Proxy Statement.
     
     Whether or not you plan to attend this Special Meeting, please
     complete, sign and date the enclosed proxy card and return it in the
     accompanying envelope as promptly as possible.  If you attend the
     Special Meeting, you may vote your shares in person even if you have
     previously mailed in a proxy card.
     
                              Sincerely,
     
     
                                         
                              Michael Wellesley-Wesley
                              Chairman of the Board and
                              Chief Executive Officer
     

               CHYRON CORPORATION
                  5 Hub Drive
            Melville, New York 11747
     
                                                     
     NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
     TO BE HELD ON JANUAR Y 24, 1997
                                     
     
     TO THE SHAREHOLDERS OF 
     CHYRON CORPORATION:
     
     NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
     "Special Meeting") of Chyron Corporation, a New York corporation
     (hereinafter the "Company" or "Chyron"), will be held at the law
     offices of Camhy Karlinsky & Stein LLP located at 1740 Broadway,
     16th Floor, New York, New York 10019, on Friday, January 24, 1997,
     at 10:00 a.m., for the following purpose:
     
     To authorize the Board of Directors, in its sole discretion, to
     amend the Company's Restated Certificate of Incorporation, at any
     time on or before March 14, 1997, to effect a reverse stock split of
     the Company's issued common stock, par value $.01 per share ("Common
     Stock"), on the basis of issuing one (1) share of Common Stock in
     exchange for each three (3) shares of Common Stock.
     
     The Board of Directors has fixed the close of business on December
     27, 1996 as the record date of the determination of shareholders
     entitled to notice of, and to vote at, the Special 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 meeting.  The list of shareholders entitled to vote at the
     Special Meeting will be available for examination by any shareholder
     at the Company's offices at 5 Hub Drive, Melville, New York, 11747,
     for ten (10) days prior to January 24, 1997.
     
     Whether or not you plan to attend the Special 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 any time before it is voted.
     
                         By Order of the Board of Directors,
     
     
     
                         Daniel I. DeWolf,
                         Secretary
     
     
     Melville, New York
     January 3, 1997
     
     
     YOUR VOTE IS IMPORTANT, ACCORDINGLY, WE URGE YOU TO DATE, SIGN AND
     RETURN THE ENCLOSED PROXY CARD REGARDLESS OF WHETHER YOU PLAN TO
     ATTEND THE MEETING.
     
     
                       CHYRON CORPORATION
                 
                       TABLE OF CONTENTS
     
                                                   Page
         
     INFORMATION CONCERNING VOTING                  1
     
     PROPOSAL TO GRANT THE BOARD OF DIRECTORS
     THE AUTHORITY TO AMEND THE RESTATED 
     CERTIFICATE OF INCORPORATION TO EFFECT
     A REVERSE STOCK SPLIT                          2 
                                                 
     PRINCIPAL SHAREHOLDERS                         6
     
     REPORT ON FORM 10-K; REPORTS ON FORM 10-Q     10
     
     
                     CHYRON CORPORATION
                         5 Hub Drive
                   Melville, New York 11747
                               
                                      
     PROXY STATEMENT
                                      
                               
     For Special Meeting of Shareholders
     to be Held on January 24, 1997
                                                    
                               
     Approximate Mailing Date of Proxy Statement and Form of Proxy:
     January 3, 1997.
     
     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" or "Chyron"), for use at a special
     meeting of shareholders to be held on Friday, January 24, 1997, at
     10:00 a.m., and at any and all adjournments thereof (the "Special
     Meeting"), with respect to the matters referred to in the
     accompanying notice.  The Special Meeting will be held at the law
     offices of Camhy Karlinsky & Stein LLP, 1740 Broadway, 16th Floor,
     New York, New York 10019.
     
     Voting Rights and Outstanding Shares
     
     Only shareholders of record at the close of business on December 27,
     1996 are entitled to notice of and to vote at the Special Meeting. 
     As of the close of business on November 29, 1996, 97,147,241 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 Special 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 Special Meeting.  Unless
     so revoked, the shares represented by duly executed proxies received
     by the Company prior to the Special Meeting will be presented at the
     Special Meeting and voted in accordance with the shareholder's
     instructions marked thereon.  If no instructions are marked thereon,
     proxies will be voted FOR granting the Board of Directors the
     authority to amend the Restated Certificate of Incorporation as
     discussed below under the caption "PROPOSAL TO GRANT THE BOARD OF
     DIRECTORS THE AUTHORITY TO AMEND THE
     RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK
     SPLIT."
     
     Voting Procedures
                                                 
     All votes shall be tabulated by the inspector of elections appointed
     for the meeting, who shall separately tabulate affirmative and
     negative votes, abstentions and broker non-votes.  The presence of
     a quorum for the Special Meeting, defined here as a majority of the
     votes entitled to be cast at the meeting is required.
     
     Assuming a quorum has been reached, a determination must be made as
     to the result of the vote on each matter submitted for shareholder
     approval.  The amendment of the Company's Restated Certificate of
     Incorporation must be approved by a majority of the shares
     outstanding.  Abstentions are not counted in determining the number
     of votes cast in connection with the amendment of the Restated
     Certificate of Incorporation.
     
     PROPOSAL TO GRANT THE BOARD OF DIRECTORS THE AUTHORITY 
     TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION
     TO EFFECT A REVERSE STOCK SPLIT
                                
     Shareholders are being asked to grant the Board of Directors the
     authority, in its sole discretion, to amend the Restated Certificate
     of Incorporation for the purpose of effecting a reverse stock split
     of Common Stock.  The reverse stock split would be on the basis of
     issuing one (1) share of Common Stock in exchange for three (3)
     shares of Common Stock (the "Reverse Stock Split").  The Board will
     have the authority to effectuate the Reverse Stock Split at any time
     on or before March 14, 1997.  In lieu of receiving fractional
     shares, a shareholder shall receive cash.
     
     The Board of Directors believes it is in the best interests of the
     Company and its shareholders to grant the Board this authority. 
     Approval will require the affirmative vote of the holders of a
     majority of the outstanding shares of Common Stock.  The Board of
     Directors will have the absolute right, without further action by
     the shareholders, to decide whether to proceed with the Reverse
     Stock Split.  The Reverse Stock Split will only be effectuated when
     and if the Board of Directors (or a duly authorized Committee of the
     Board) authorizes the actual filing of the amendment to the Restated
     Certificate of Incorporation with the Secretary of State of the
     State of New York.
     
     The Company is authorized to issue 150,000,000 shares of Common
     Stock, of which 97,147,241 shares were issued and outstanding as of
     the close of business on November 29, 1996.  As proposed and if
     effected, the Reverse Stock Split would reduce the number of
     outstanding shares to approximately 32,382,413.  If the Reverse
     Stock Split occurs, the Company will amend its listing with the New
     York Stock Exchange to reflect this change.  The Reverse Stock Split
     would not affect any shareholder's proportionate equity interest in
     the Company, except for those shareholders who would receive cash in
     lieu of fractional shares. Neither the par value of the Common Stock
     nor any rights presently accruing to holders of Common Stock would
     be affected by this transaction.

     THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THIS PROPOSAL
     
     Reasons for the Proposed Reverse Stock Split
     
     The Company has filed registration statement (the "Registration
     Statement") on Form S-3 with the Securities and Exchange Commission
     (the "SEC") pursuant to which the Company and certain selling
     shareholders intend to offer shares of Common Stock (the
     "Offering").  In connection with the Offering, the Board of
     Directors believes that it is in the best interests of the Company
     to effect the Reverse Stock Split.
     
     The current number of outstanding shares of Common Stock is atypical
     for a company of Chyron's size.  The large number of shares of
     Common Stock currently outstanding results from the issuance of
     shares of Common Stock as part of the capital restructuring of the
     Company pursuant to certain bankruptcy proceedings in 1992.  The
     Board of Directors believes that the Reverse Stock Split is in the
     best interests of the Company and may provide the Company with
     additional financing alternatives in the future.
     
     Management of the Company is not aware of any present efforts of any
     persons to accumulate Common Stock or to change control of the
     Company, and the proposed Reverse Stock Split is not intended to be
     an anti-takeover device.
     
     Exchange of Stock Certificates
     
     If the amendment is approved by the Company's shareholders, and if
     the Board of Directors effects the Reverse Stock Split, the Company
     will file its amendment to the Restated Certificate of Incorporation
     with the Secretary of State of the State of New York.  The Reverse
     Stock Split will become effective on the date of such filing (the
     "Effective Date") and the shareholders will be notified on or after
     the Effective Date that the Reverse Stock Split has been effected. 
     The Company's transfer agent, The American Stock Transfer and Trust
     Company, will act as its exchange agent (the "Exchange Agent") for
     holders of Common Stock in implementing the exchange of their
     certificates.
     
     As soon as practicable after the Effective Date, shareholders shall
     be notified and requested to surrender their old certificates to the
     Exchange Agent in exchange for the proper number of new
     certificates.  Beginning on the Effective Date, each old certificate
     will be deemed for all corporate purposes to evidence ownership of
     the reduced number of shares of Common Stock as a result of the
     Reverse Stock Split.  To the extent a shareholder holds a number of
     shares not evenly divisible, the Company will pay cash for
     fractional interests as described below.
     
     Liquidation of Fractional Shares
     
     No scrip or fractional certificates will be issued in connection
     with the Reverse Stock Split.  Assuming approval of the Reverse
     Stock Split by the Company's shareholders, shareholders who
     ostensibly would be entitled to receive fractional shares because
     they hold a number of shares of Common Stock not evenly divisible
     will be entitled upon surrender to the Exchange Agent of
     certificates representing such shares, to a cash payment in lieu
     thereof at a price equal to the closing price of the Company's
     Common Stock as reported on the NYSE on the Effective Date for each
     such share of Common Stock held prior to the Effective Date.
     
     The Company will either deposit sufficient cash with the Exchange
     Agent or set aside sufficient cash for the purchase of the above
     referenced fractional interests.  Shareholders are encouraged to
     surrender their old certificates to the Exchange Agent for new
     certificates evidencing whole shares of the Common Stock and to
     claim the sums, if any, due them for fractional interests, as
     promptly as possible following the Effective Date.  The ownership of
     a fractional interest will not give the holder thereof any voting,
     dividend, or other rights except to receive payment therefor as
     described herein.  No service charge will be payable by shareholders
     in connection with the exchange of certificates or the issuance of
     cash for fractional interests, all of which costs will be borne and
     paid by the Company.
     
     Description of Company's Securities
     
     The authorized capital stock of the Company consists of 150,000,000
     shares of Common Stock, $.01 par value, and 1,000,000 shares of
     Preferred Stock, $1.00 par value.  As of November 29, 1996, there
     were issued and outstanding 97,147,241 shares of Common Stock.  No
     shares of Preferred Stock were outstanding.
     
     Common Stock
     
     The holders of outstanding shares of Common Stock are entitled to
     receive dividends out of assets legally available therefor at such
     times and in such amounts as the Board may, from time-to-time,
     determine.  Each shareholder is entitled to one vote for each share
     of Common Stock held of record, on all matters submitted to a vote
     of shareholders.  There are no cumulative voting rights in
     connection with the election of directors.  Holders of Common Stock
     have no preemptive rights or rights to convert their Common Stock
     into any other securities under the Company's charter documents. 
     There are no redemption or sinking fund provisions applicable to the
     Common Stock.  Upon liquidation, dissolution, or winding up of the
     Company, the assets legally available for distribution to
     shareholders are distributable ratably among the holders of the
     Common Stock outstanding at that time, after payment of liquidation
     preferences, if any, on any outstanding Preferred Stock and payment
     of claims of creditors.
     
     Preferred Stock
     
     The Company's Restated Certificate of Incorporation provides that
     the Company may issue 1,000,000 shares of Preferred Stock, $1.00 par
     value, in one or more series.  The Board of Directors is authorized
     to establish, from time-to-time, the number of shares to be included
     in, and the designation of, any such series, to determine or alter
     the rights, preferences, privileges, and restrictions granted to or
     imposed upon any wholly unissued series of Preferred Stock, and to
     increase or decrease the number of shares of any such series (but
     not below the number of shares of such series then outstanding),
     without any further vote or action by the shareholders.  The
     issuance of Preferred Stock may have the effect of delaying,
     deferring, or preventing a change in control of the Company without
     further action by the shareholders.  The issuance of Preferred Stock
     with voting and conversion rights may adversely affect the voting
     power or other rights of the holders of Common Stock.
     
     Federal Income Tax Consequences
     
     The following is a brief description of the federal income tax
     treatment that will generally apply as a result of the Reverse Stock
     Split, based on the federal income tax laws in effect on the date
     hereof.  BECAUSE THE FOLLOWING PROVIDES ONLY A BRIEF SUMMARY OF THE
     GENERAL FEDERAL INCOME TAX RULES, INDIVIDUALS SHOULD NOT RELY
     THEREON FOR INDIVIDUAL TAX ADVICE, AS EACH TAXPAYER SITUATION AND
     THE CONSEQUENCES OF ANY PARTICULAR TRANSACTION WILL VARY DEPENDING
     UPON THE SPECIFIC FACTS AND CIRCUMSTANCES INVOLVED.  RATHER, EACH
     TAXPAYER IS ADVISED TO CONSULT WITH HIS OR HER OWN TAX ADVISOR FOR
     PARTICULAR FEDERAL AS WELL AS STATE AND LOCAL INCOME AND ANY OTHER
     TAX ADVICE.
     
     The Reverse Stock Split should not result in the recognition of gain
     or loss (except in the case of cash received for fractional shares
     as described above).  The holding period of the shares of Common
     Stock will include the shareholder's respective holding periods for
     the shares of Common Stock exchanged therefor, provided that the
     shares of Common Stock were held as a capital asset.  The adjusted
     basis of the new shares of Common Stock will be the same as the
     adjusted basis of the Common Stock exchanged therefor, reduced, if
     applicable, by the basis in the fractional shares which were
     exchanged for cash as described above.
     
     A shareholder who receives cash in lieu of fractional shares will be
     treated as if the Company had issued fractional shares to him and
     immediately redeemed such shares for cash.  Such shareholder should
     generally recognize gain or loss, as the case may be, measured by
     the difference between the amount of cash received and the basis of
     his old Common Stock applicable to such fractional shares had they
     actually been issued.  Such gain or loss shall be a capital gain or
     loss (if such shareholder's Common Stock was held as a capital
     asset), any such capital gain or loss shall generally be long-term
     capital gain or loss to the extent such shareholder's holding for
     his Common Stock exceeds twelve months.  Shareholders should consult
     their own individual tax advisors for the proper treatment of this
     transaction.
     
     No Dissenter's Rights
     
     Under New York law, shareholders are not entitled to dissenter's
     rights of approval with respect to the proposed amendment to the
     Company's Restated Certificate of Incorporation to effect the
     Reverse Stock Split.  If the amendment is approved, the amended
     Restated Certificate of Incorporation will become effective upon
     filing with the Secretary of State of the State of New York.  The
     affirmative vote of the holders of a majority of the outstanding
     Common Stock of the Company will be required to approve the
     proposal.
     
     PRINCIPAL SHAREHOLDERS
                                
     Security Ownership of Certain Beneficial Owners
     
     The following table sets forth, as of November 29, 1996, 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
     Beneficial Owner   
     
     WPG Corporate Development Associates
     IV, L.P.
     One New York Plaza
     New York, New York 10004
     
     WPG Enterprise Fund II, L.P.
     555 California Street
     San Francisco, California 94104
     
     WPG Private Equity Partners, L.P.
     One New York Plaza
     New York, New York 10004
     
     WPG Venture Partners III, L.P.
     555 California Street
     San Francisco, California 94104
     
     Steven N. Hutchinson
     Weiss, Peck & Greer, L.L.C.
     One New York Plaza
     New York, New York 10004
     
     Philip Greer
     Weiss, Peck & Greer, L.L.C.
     555 California Street
     San Francisco, California 94104
     
     Gill Cogan
     Weiss, Peck & Greer, L.L.C.
     555 California Street
     San Francisco, California 94104
     
     Westpool Investment Trust plc
     Carlton House
     33 Robert Adam Street
     London, W1M5AH
     
     CC Acquisition Company A, L.L.C.
     3490 Clubhouse Drive
     Box 7443
     Jackson, Wyoming 83001
     

     Amount and Nature of
     Beneficial Ownership 
     
     20,060,755(2)
     
     
     
     
     4,984,717(3)
     
     
     
     20,060,755(4)
     
     
     
     9,129,302(5)
     
     
     
     24,898,295(6)
     
     
     
     
     13,966,842(7)
     
     
     
     
     9,129,302(8)
     
     
     
     
     7,884,491(9)
     
     
     
     
     13,600,000(10)
     

     Percent of
     Class     
     
     20.66%
     
     
     
     
     5.13%
     
     
     
     20.66%
     
     
     
     9.40%
     
     
     
     25.64%
     
     
     
     
     14.38%
     
     
     
     
     9.40%
     
     
     
     
     8.12%
     
     
     
     
     14.00%
     

     Name and Address of
     Beneficial Owner   
     
     CC Acquisition Company B, L.L.C.
     3490 Clubhouse Drive
     Box 7443
     Jackson, Wyoming 83001
     
     Allan R. Tessler
     3490 Clubhouse Drive
     Box 7443
     Jackson, Wyoming 83001
     Amount and Nature of
     Beneficial Ownership
     
     11,765,892
     
     
     
     
     25,365,892(11)
     

     Percent of
     Class     
     
     12.12%
     
     
     
     
     26.12%

                                           
     (1)  The table in this section is based upon information supplied by
     Schedules 13D and 13G, if any, filed with the SEC.  Unless otherwise
     indicated in the footnotes to the table and subject to the community
     property laws where applicable, each of the stockholders named in
     this table has sole voting and investment power with respect to the
     shares shown as beneficially owned by him.  Applicable percentage of
     ownership is based on 97,147,241 shares of common stock, which 125
     were outstanding on November 29, 1996.
     (2)  Includes 2,290,140 shares of Common Stock owned in the
     aggregate by Sepa Technologies Ltd. Co. ("Sepa"), the DSF Investment
     Trust I ("DSF") and Alfred O.P. Leubert Ltd., a New York corporation
     ("Leubert"), over which it has voting control.
     (3) Includes 569,160 shares of Common Stock owned by Sepa, DSF and
     Leubert over which it has voting control.
     (4) WPG Private Equity Partners, L.P. ("PEP") serves as the general
     partner of WPG Corporate Development Associates IV, L.P. ("CDA"). 
     PEP disclaims beneficial ownership of such shares, except to the
     extent of its interest in CDA. 
     (5) WPG Venture Partners III, L.P. ("WPGVP") serves as the general
     partner of WPG Enterprise Fund II, L.P. ("WGEF") and Weiss, Peck &
     Greer Venture Associates III, L.P. ("WPGVA").  WPGVA has voting
     power over 473,040 shares of Common Stock owned by Sepa, DSF and
     Leubert.  WPGVP disclaims beneficial ownership of such shares,
     except to the extent of its interest in WPGEF and WPGVA.
     (6)  Mr. Hutchinson is a co-managing partner of PEP and PEPO and a
     director of Overseas.  Mr. Hutchinson disclaims  beneficial
     ownership of such shares, except to the extent of his interest in
     PEP, PEPO and Overseas.
     (7) Mr. Greer is a co-managing partner of WPGVP.  He is also a
     general partner of PEP and PEPO and a director of Overseas. Mr.
     Greer disclaims beneficial ownership of such shares except to the
     extent of his interest in PEPO, PEP, Overseas and WPGVP.
     (8) Mr. Cogan is a co-managing partner of WPGVP and a director of
     Overseas.  Mr. Cogan disclaims beneficial ownership of such shares,
     except to the extent of his interest in WPGVP and Overseas.
     (9) Includes 900,180 shares of Common Stock owned by Sepa, DSF and
     Leubert over which it has voting control.
     (10) Includes 3,600,000 shares of Common Stock owned by Sepa, DSF
     and Leubert over which it has voting control.
     (11) Mr. Tessler is the President and sole manager of CC Acquisition
     Company A, L.L.C. ("CCA") and CC Acquisition Company B, L.L.C.
     ("CCB").  Mr. Tessler does not admit that he is, for the purpose of
     Section 16(a) of the Exchange Act or otherwise, the beneficial owner
     of such shares.

     Security Ownership of Management
     
     The following table sets forth as of November 29, 1996, certain
     information with respect to the beneficial ownership of each class
     of the Company's equity securities by each director, director
     nominee and executive officer of the Company and all directors and
     executive officers of the Company as a group.
     

     Name of Beneficial Owner
     
     Michael I. Wellesley-Wesley
     CEO and Chairman
     of the Board
     
     Roi Agneta
     Vice President
     
     Sheldon D. Camhy
     Director
     
     S. James Coppersmith
     Director
     
     Charles M. Diker
     Director
     
     Donald P. Greenberg
     Director
     
     Raymond Hartman
     Director
     
     Roger Henderson
     Executive Vice President
     
     Isaac Hersly
     President, COO and Director
     
     Alan J. Hirschfield
     Director
     
     Patricia A. Lampe
     Treasurer and CFO
     
     Wesley W. Lang, Jr.
     Director
     
     Eugene M. Weber
     Director
     

     Amount and Nature of
     Beneficial Ownership(1)
     
     25,365,892(2)
     
     
     56,592(3)
     
     
     20,000(4)
     
     
     10,000(5)
     
     
     1,669,382(4)(6)
     
     
     10,000(5)
     
     
     573,357
     
     
     103,591
     
     
     369,542(7)
     
     
     21,785,892(4)(8)
     
     
     50,000(3)
     
     
     27,759,855(4)(9)
     
     
     20,000(4)
     

     Percent of Total
     
     26.12%
     
     
     *
     
     
     *
     
     
     *
     
     
     1.72%
     
     
     *
     
     
     *
     
     
     *
     
     
     *
     
     
     22.43%
     
     
     *
     
     
     25.65%
     
     
     *

     All current directors and executive officers as a group
     (14 persons)
     *    Less than one percent (1%).
     (1)  The table in this section is based upon information supplied by
     Schedules 13D and 13G, if any, filed with the SEC. Unless otherwise
     indicated in the footnotes to the table and subject to the community
     property laws where applicable, each of the stockholders named in
     this table has sole voting and investment power with respect to the
     shares shown as beneficially owned by him.  Applicable percentage of
     ownership is based on 97,147,241 shares of common stock, which were
     outstanding on November 29, 1996.
     (2)  Mr. Wellesley-Wesley is indirectly one of several members and
     the Vice President of CCA and CCB.  Mr. Wellesley-Wesley does not
     admit that he is, for purposes of Section 16(a) of the  Exchange Act
     or otherwise, the beneficial owner of such shares.  Includes
     3,600,000 shares owned by Sepa, DSF and Leubert over which he has
     voting control.
     (3)  Includes 50,000 shares that may be acquired upon exercise of
     presently exercisable options.
     (4)  Includes 20,000 shares that may be acquired upon the  exercise
     of presently exercisable options.
     (5)  Includes 10,000 shares that may be acquired upon exercise of
     presently exercisable options.
     (6)  Mr. Diker directly owns 1,470,382 shares of Common Stock  and
     has voting control over 189,000 shares owned by Sepa, DSF and
     Leubert.
     (7)  Includes 166,666 shares that may be acquired upon the exercise
     of presently exercisable options.
     (8)  Of these shares 21,765,892 are owned by CCA and CCB.  Mr.
     Hirschfield is one of several members of CCA and CCB and he does not
     admit that he is, for purposes of Section 16(a) of the Exchange Act
     or otherwise, the beneficial owner of such shares.
     (9) Includes 22,055,735 shares beneficially owned by CDA, CDAO, 
     PEP, PEPO and Overseas.  Includes 2,842,560 shares of Common Stock
     owned by Sepa, DSF and Leubert over which Mr. Lang has indirect
     voting control.  Mr. Lang is the co-managing partner of PEP and PEPO
     and a director of Overseas.  Mr. Lang disclaims beneficial ownership
     of such shares, except to the extent of his interest in PEP, PEPO
     and Overseas.
     
                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 Special
     Meeting, Proxy Statement, 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 of record by such fiduciaries, and the Company
     may reimburse such persons for their reasonable expenses in so
     doing.
     
     REPORT ON FORM 10-K; REPORTS ON FORM 10-Q
                                
     The Company will provide without charge to each person whose proxy
     is solicited, upon the written request of any such person, a copy of
     (i) the Company's Annual Report on Form 10-K for the period January
     1, 1995 through December 31, 1995, filed with the SEC, including the
     financial statements and the schedules thereto (ii) the Company's
     Quarterly Report on Form 10-Q for the period January 1, 1996 through
     March 31, 1996, (iii) the Company's Quarterly Report on Form 10-Q
     for the period April 1, 1996 through June 30, 1996, and (iv) the
     Company's Quarterly Report on Form 10-Q for the period July 1, 1996
     through September 30, 1996.  The Company does not undertake to
     furnish without charge copies of all exhibits to its Forms 10-K and
     10Qs, 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. 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 December 27, 1996, the person making the
     request was a beneficial owner of securities entitled to vote at the
     Special Meeting.  The Company incorporates herein such Forms 10-K
     and 10-Qs by reference.
     
     
                         By Order of the Board of Directors,
     
     
                                        
                         Daniel I. DeWolf
                         Secretary
     
     
     Melville, New York
     January 3, 1997
          
     
     
     CHYRON CORPORATION
                               
     PROXY
                                
     THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
     SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 24, 1997
     
     The undersigned hereby appoints Michael Wellesley-Wesley and Isaac
     Hersly, each with the full authority to act without the other and
     with the power to appoint his substitute, as Proxies and hereby
     authorizes each of them to represent and vote, as designated on this
     proxy card, all the shares of Common Stock of Chyron Corporation
     held on record by the undersigned on December 27, 1996 at the
     Special Meeting of Shareholders to be held on January 24, 1997, or
     any adjournment or adjournments thereof.
     
     1.  To give the Board of Directors the authority until March 14,
     1997 to file an amendment to the Restated Certificate of
     Incorporation of Chyron to effect a reverse stock split of Chyron's
     common stock, par value $.01 per share ("Common Stock"), on the
     basis of issuing one (1) share of Common Stock in exchange for each
     three (3) shares of Common Stock currently issued and outstanding.
          
                      FOR       AGAINST        ABSTAIN
     
     This Proxy, when properly executed, will be voted in the manner
     directed herein by the undersigned shareholder.  If no direction is
     made, it will be voted "FOR" Paragraph 1 as described above and in
     the accompanying Proxy Statement, and as the Proxies deem advisable
     on any other matters as may properly come before the meeting.
     
     PLEASE COMPLETE, DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE
     ENCLOSED ENVELOPE.
     
     
                         Dated                        , 1997
     
     
                                                            
                         Signature
     
                                                            
                         Signature if held jointly
     
     (This Proxy should be signed by the shareholder(s) exactly as his or
     her name appears hereon.  When shares are held by joint tenants or
     as community property, both should sign.  When signing as attorney,
     executor, administrator, trustee or guardian, please give full title
     as such.  If a corporation, please sign in full corporate name by
     president or other authorized officer.  If a partnership, please
     sign in partner-ship name by authorized person.)