(2) Includes goodwill impairment, restructuring and unusual charges totaling $8.3 million.

In May 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections." The statement primarily rescinds and amends certain reporting requirements relating to gains and losses from extinguishment of debt, accounting for intangible assets of motor carriers, and accounting for leases in sale-leaseback transactions. The provision of the statement relating to gains and losses on extinguishment of debt is effective for fiscal years beginning after May 15, 2002 while the remaining provisions of the statement are effective for transactions occurring after May 15, 2002. The adoption of SFAS No. 145 did not have an impact on our consolidated financial statements.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" (SFAS 146). This statement provides guidance on the recognition and measurement of liabilities associated with disposal activities and is effective for exit or disposal activities initiated after December 31, 2002. The adoption of SFAS No. 146 did not have an impact on our consolidated financial statements.

From time to time we are involved in routine legal matters incidental to our business. In our opinion, the ultimate resolution of such matters will not have a material adverse effect on our financial position, results of operations or liquidity.

From time to time, including in this Quarterly Report on Form 10-Q, we may publish forward-looking statements relating to such matters as anticipated financial performance, business prospects, technological developments, changes in the industry, new products, research and development activities and similar matters. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for such forward-looking statements. In order to comply with the terms of the safe harbor, we note that a variety of factors could cause our actual results to differ from the anticipated results or other expectations expressed in our forward-looking statements. The risks and uncertainties that may affect the operations, performance, development and results of our business include, without limitation, the following: product concentration in a mature market, dependence on the emerging digital market and the industry's transition to DTV and HDTV, consumer acceptance of DTV and HDTV, resistance w ithin the broadcast or cable industry to implement DTV and HDTV technology, use and improvement of the Internet, new technologies that could render certain Chyron products to be obsolete, a highly competitive environment, competitors with significantly greater financial resources, new product introductions by competitors, seasonality, fluctuations in quarterly operating results, ability to maintain adequate levels of working capital, viability of the OTC Bulletin Board as a trading platform, expansion into new markets, and our ability to successfully implement our strategic alliance strategy. Additional factors affecting future results include:

• We cannot assure you that we will reach profitability because we have a history of losses.
• Our future operating results are likely to fluctuate and therefore may fail to meet expectations, which could cause our stock price to decline.
• If we fail to successfully develop, introduce and sell new products, we may be unable to compete effectively in the future.
• If we are unable to keep up with rapid change in our industry, our business will not grow.
• We expend substantial resources in developing and selling our products, and we may be unable to generate significant revenue as a result of these efforts.
• Our customers may cancel or change their product plans after we have expended substantial time and resources in the design of their products.
• If the digital video market does not grow, we will be unable to increase our revenues.
• We will be unable to compete effectively if we fail to anticipate product opportunities based upon emerging technologies and standards and fail to develop products that incorporate these technologies and standards.
• We may not successfully develop strategic relationships that may be important to our business.
• We operate in a highly competitive environment and industry and we may lack resources needed to capture increased market share.
• We may encounter periods of industry-wide surface mount components shortage, resulting in pricing pressure and a risk that we could be unable to fulfill our customers' requirements.
• In our graphics division we depend on two suppliers of surface mount components and are prequalifying a third supplier.
• If we fail to adequately forecast demand for our products, we may incur product shortages or excess product.
• Problems in manufacturing our products, especially our new products, may increase the costs of our manufacturing process.
• We may be unable to grow our business if the markets in which we sell our products do not grow.
• Our business will suffer if our systems fail or become unavailable.
• In order to become profitable, we will need to offset the general pattern of declines in the prices of our products.
• We depend upon third party dealers to market and sell our products and they may discontinue sale of our products, fail to give our products priority or be unable to successfully market, sell and support our products.
• Problems associated with international business operations could subject us to risks from financial, operational and political situations, and affect our ability to manufacture and sell our products.
• We may be unable to accurately predict quarterly results if we are inaccurate in our sales projections, which could adversely affect the trading price of our stock.
• We may be unable to successfully grow our business if we fail to compete effectively with others to attract and retain key personnel.
• We may not be able to protect our proprietary technology and may be sued for infringing on the rights of others.
• Our future operating results may fluctuate or deteriorate and we would be in violation of restrictive bank covenants.
• We may not be able to successfully implement our contingency plan upon a decline in revenues.
• We are uncertain of our ability to obtain additional financing or refinance existing obligations for our future needs, and liquidity issues have and may continue to increase our cost of capital.
• The TV broadcast industry has historically expected substantial marketing expenses.
• We sell hardware and software service agreements to our customers that may become onerous because of product problems or the age of our products.
• Our warranties on products may prove insufficient and could cause us unexpected costs.
• If a new law or regulation is created pertaining to the telecommunications and television industries it could cause our customers to suffer and impede our ability to increase profits.
• Our principal stockholders have significant voting power and may vote for actions that may not be in the best interests of our other stockholders.
• We have not issued dividends on our common stock for over twelve years and do not anticipate doing so in the foreseeable future.
• If operating results decrease, our stock price may also decrease and our shareholders may not be able to resell their shares.
• The price of our common stock may be volatile.
• We have various mechanisms in place to discourage takeover attempts, which may reduce or eliminate your ability to sell your shares for a premium in a change of control transaction.
• It may be difficult to sell your shares and the value of your investment may be reduced because our common stock has experienced low trading volumes on the OTC Bulletin Board and currently lacks public market research analyst coverage.

This discussion should be read in conjunction with the Consolidated Financial Statements, including the Notes thereto:

Consolidated revenues for the quarter ended September 30, 2002 were $10.6 million, a decrease of $0.7 million, or 6% from the $11.3 million reported for the third quarter of 2001. Consolidated revenues for the nine months ended September 30, 2002 were $30.9 million, a decrease of $4.4 million or 12% from the $35.3 million reported for the first nine months of 2001. Consolidated revenues in the nine month period in 2001 included $0.22 million from the streaming services division that was discontinued in the second quarter of 2001.

Revenues from the graphics division increased in the three and nine month periods in 2002 as compared to 2001 by $0.1 million or 1%, and $1.5 million or 10%, respectively. These increases are primarily due to greater customer acceptance in the US and European marketplaces of our Windows NT-based Duet and Aprisa Clip/Stillstore products, as these have replaced the legacy iNFiNiT! products over the past two years.

Revenues from the signal distribution and automation division decreased in the three and nine month periods in 2002 as compared to 2001 by $0.8 million or 12%, and $5.5 million or 26%, respectively. These decreases are primarily attributable to lower customer spending for technology in the UK and the rest of Europe, which is this division's major market.

Gross margins for the third quarter of 2002 increased to 51% from 12% in the comparable quarter in 2001. Gross margins for the nine month periods in 2002 and 2001 were 52% and 31%, respectively. Gross margins in the three and nine month periods in 2001 were negatively impacted by inventory write downs of $3.2 million and $3.6 million, respectively. The inventory write down in the third quarter of 2001 had the effect of reducing the quarterly gross margin by 28 percentage points. Approximately $2.2 million of this charge related to the write down of excess inventory within the graphics division, due to a continued trend of low sales volume of legacy products, primarily the iNFiNiT! product line. The remaining $1.0 million of this charge relates to certain signal distribution and automation product lines which were discontinued, as well as obsolete demonstration equipment out at customer locations. In addition to the $3.2 million write down included in the third quarter of 2001, the 2001 nine month period included an inventory write down of $0.4 million which occurred in the second quarter of 2001. The combined write down of $3.6 million had the effect of reducing the nine month gross margin by 10 percentage points.

Exclusive of inventory write downs, the improved margins were primarily due to lower fixed overhead costs in 2002 attributable to our cost reduction efforts implemented during 2001, outsourcing of surface mount technology, manufacturing efficiencies relative to Aprisa products, and that in 2001 the iNFiNiT! products experienced lower margins due to greater discounting as they neared the end of their product life cycle and began to be replaced by the newer Duet and Aprisa products. The signal distribution and automation division also provided increased margin contribution, due to a greater concentration of sales of automation products which carry a higher gross margin.

Selling, general and administrative (SG&A) expenses decreased by $1.7 million, to $4.8 million in the quarter ended September 30, 2002, compared to $6.5 million in the third quarter of 2001. SG&A expenses decreased by $9.5 million, or 40%, to $14.4 million in the first nine months of 2002, compared to $23.9 million for the first nine months of 2001. Included in the nine months ended September 30, 2001 were expenses of $5 million related to our former streaming services business that was discontinued in the second quarter of 2001. The balance of the decline was driven by the substantial cost cutting and restructuring efforts implemented in 2001 that has been realized and is expected to continue to be realized in 2002.

Research and development (R&D) costs in the third quarter of 2002 decreased from the comparable 2001 levels by approximately $0.2 million. R&D costs decreased during the first nine months of 2002 compared to the same period in 2001 by $1.6 million. Throughout 2001, as we launched our new products and refocused on our core competencies, it became apparent that our expenditures on R&D could be reduced to a level commensurate with our projected product needs. R&D efforts were refocused on near term products rather than on longer term products for which no definable future benefits were apparent.

In the third quarter of 2001, due to the continued decline in the financial results of Pro-Bel Limited and the slow down in the global economy, we evaluated our investment in Pro-Bel for impairment in accordance with Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of," ("FAS 121"). In accordance with FAS 121, we assessed the recoverability of our investment in Pro-Bel by comparing the undiscounted future cash flows from forecasted results of operations with the carrying value of our investment. As a result of this analysis, we determined that the expected future cash flows would be insufficient to recover the carrying value of our investment and determined the asset was impaired. Accordingly, we recognized a goodwill impairment charge of $3.6 million during the third quarter of 2001. We calculated the goodwill impairment by comparing the carrying value of our investment with the present va lue of our estimated future cash flows.

During 2001, we experienced a slowdown in revenues in our graphics business. In addition, revenues in our streaming services business were significantly lower than anticipated and we virtually eliminated any additional investment in this business for the foreseeable future. Consequently, during the second quarter of 2001, we approved restructuring plans to realign our organization, reduce operating costs, and curtail any spending associated with the pursuit of streaming services. This restructuring involved the reduction of employee staff by approximately 40 positions and the closure of our New York and London offices and two satellite offices. As a result of these circumstances and events, we considered a variety of factors and determined that the carrying amount of the excess of purchase price over net tangible assets acquired and other long-lived assets associated with the streaming services business were in excess of their fair value. Impairment charges associated with the streamin g services business were recorded for the write down of the excess of purchase price over net tangible assets acquired, leasehold improvements, software, computers and other equipment. As a result, we recorded restructuring and other unusual charges totaling $8.3 million in the second quarter of 2001.

Overall interest expense increased in the three and nine months ended September 30, 2002 by $0.1 million and $0.3 million, respectively. These increases result from the additional costs associated with the issuance of senior notes as well as higher interest rates resulting from our restructuring of our convertible debentures and issuance of warrants in December 2001. Additionally, amortization of debt issue and warrant costs increased interest expense. Interest income declined by $0.03 million and $0.2 million in the respective three and nine month periods due to lower cash balances available for investment purposes.

Other income, net, decreased by $0.5 million in the three months and increased by $0.2 million in the nine months ended September 30, 2002, respectively. The contributing factor to these fluctuations are a direct result of changes in foreign exchange rates and the resulting gains or losses.

At September 30, 2002, we had cash on hand of $2.0 million and working capital of $4.6 million.

As set forth in the Consolidated Statements of Cash Flows, we generated $0.7 million in cash from operations during the nine months ended September 30, 2002 as compared to using $7.5 million in cash for the comparable 2001 period. The generation of cash from operations results primarily from the realization of the net loss of $2.7 million, reduced by non-cash expenses totaling $3.2 million and net changes in operating assets and liabilities of $0.2 million.

During the first nine months of 2002, payments totaling $2.8 million were made to reduce borrowings under our credit facilities. During 2001, we paid $5 million in cash for the acquisition of Interocity Development Corporation and $0.5 million to acquire property and equipment, primarily related to the infrastructure associated with our former streaming services business which was discontinued in 2001.

In response to lower than anticipated sales and a slowdown in the worldwide economy, we took steps during the second and fourth quarters of 2001 to reduce our cost structure to a level that is more in line with our planned sales levels for 2002. Should planned sales levels not be achieved, we may implement an additional downsizing and further curtail discretionary spending. However, there can be no assurance that we will have sufficient time to recognize the benefit of reduced expenditures if revenue shortfalls were to occur.

In May 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections." The statement primarily rescinds and amends certain reporting requirements relating to gains and losses from extinguishment of debt, accounting for intangible assets of motor carriers, and accounting for leases in sale-leaseback transactions. The provision of the statement relating to gains and losses on extinguishment of debt is effective for fiscal years beginning after May 15, 2002 while the remaining provisions of the statement are effective for transactions occurring after May 15, 2002. The adoption of SFAS No. 145 did not have an impact on our consolidated financial statements.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" (SFAS 146). This statement provides guidance on the recognition and measurement of liabilities associated with disposal activities and is effective for exit or disposal activities initiated after December 31, 2002. The adoption of SFAS No. 146 did not have an impact on our consolidated financial statements.

We are exposed to foreign currency exchange risk in the normal course of business related to investments in our foreign subsidiaries and sales to foreign customers. For the three months ended September 30, 2002 and 2001, sales to foreign customers were 42% and 64% of total sales, respectively. For the nine months ended September 30, 2002 and 2001, sales to foreign customers were 47% and 55% of total sales, respectively. Substantially all sales generated outside of the U.S. are denominated in British pounds sterling, Euros and U.S. dollars.

The net impact of foreign exchange transactions for the three months ended September 30, 2002 was minimal. The net impact of foreign exchange transactions in the three month period ended September 30, 2001 was a gain of $0.5 million. The net impact of foreign exchange transactions for the nine months ended September 30, 2002 and 2001 was a gain of $0.2 million and a loss of $0.04 million, respectively. The Company records translation gain or loss as a separate component of shareholders' equity, and such amounts have not been material for the periods shown. Additionally, we are exposed to interest rate risk with respect to certain of our short-term and long-term debt that carries a variable interest rate. Rates that affect the variable interest on this debt include the Prime Rate and LIBOR. We have evaluated the foreign currency exchange risk and interest rate risk and believe that our exposure to these risks is not material to our near-term financial position, earnings, or cash flows.< /P>

Item 4. CONTROLS AND PROCEDURES

Our disclosure controls and procedures are designed to ensure that material information relating to the Company are made known to our Chief Executive Officer ("CEO"), Chief Financial Officer ("CFO") and others in the Company involved in the preparation of this quarterly report, by others within the Company. Our CEO and CFO have reviewed our disclosure controls and procedures within 90 days prior to the filing of this quarterly report and have concluded that they are effective. There were no significant changes in our internal controls or other factors that could significantly affect our internal controls subsequent to the last date they were reviewed by our CEO and CFO.

ITEM 1. Legal Proceedings

From time to time we are involved in routine legal matters incidental to our business. In our opinion, the ultimate resolution of such matters will not have a material adverse effect on our financial position, results of operations or liquidity.

ITEM 2. Changes in Securities

Not applicable.

ITEM 3. Defaults Upon Senior Securities

Not applicable.

ITEM 4. Submission of Matters to a Vote of Security Holders

Not applicable.

ITEM 5. Other Information

Not applicable.

ITEM 6(a). Exhibits

The following Exhibit is filed with this report:

ITEM 6(b). Reports on Form 8-K

We did not file any current reports on Form 8-K during our fiscal quarter ended September 30, 2002.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

I, Roger Henderson, Chief Executive Officer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Chyron Corporation (the "registrant") for the quarterly period ended September 30, 2002 (the "quarterly report");

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors:

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002

I, Jerry Kieliszak, Chief Financial Officer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Chyron Corporation (the "registrant") for the quarterly period ended September 30, 2002 (the "quarterly report");

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors:

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002