CHILDRENS DISCOVERY CENTERS OF AMERICA INC
SC 13G, 1997-02-14
CHILD DAY CARE SERVICES
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                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549



                                SCHEDULE 13G



                  Under the Securities Exchange Act of 1934

                          (Amendment No.        )*


                CHILDREN'S DISCOVERY CENTERS OF AMERICA, INC.
                              (Name of Issuer)


                                COMMON STOCK
                       (Title of Class of Securities)


                                  168757201
                               (CUSIP Number)


Check the following box if a fee is being paid with this statement [    ].  (A
fee is not required only if the filing person:  (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purposed of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).





                              Page 1 of 5 pages

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CUSIP NO.  168757201                  13G                 Page  2  Of  5  Pages

1.   NAME OF REPORTING PERSON
     S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                 HEARTLAND ADVISORS, INC.

                 #39-1078128

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
                                                  (a)  [     ]
                                                  (b)  [     ]


3.   SEC USE ONLY


4.   CITIZENSHIP OR PLACE OF ORGANIZATION

                 WISCONSIN, U.S.A.


            NUMBER OF          5.  SOLE VOTING POWER
             SHARES                     
          BENEFICIALLY               529,500        
            OWNED BY
              EACH             6.  SHARED VOTING POWER
           REPORTING           None  
             PERSON 
              WITH             7.  SOLE DISPOSITIVE POWER
                  
                                     529,500  
                  
                               8.  SHARED DISPOSITIVE POWER
                               None                                     
                        
               

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                 
         529,500                                                 


10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*



11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

         8.4%    


12.  TYPE OF REPORTING PERSON*
          
              IA

<PAGE>   3

CUSIP NUMBER  168757201                                        Page 3 Of 5 Pages

Item 1.
     (a) Name of Issuer:  Children's Discovery Centers of America, Inc.


     (b) Address of Issuer's Principal Executive Offices: 
           851 Irwin Street, Suite 200 
           San Rafael,  CA   94901

Item 2.
     (a) Name of Person Filing:    Heartland Advisors, Inc.


     (b) Address of Principal Business Office: 
               Heartland Advisors, Inc.  
               790 North Milwaukee Street 
               Milwaukee, WI  53202

     (c) Citizenship:       Heartland Advisors is a Wisconsin corporation.

     (d) Title of Class of Securities:  Common Stock

     (e) CUSIP Number: 168757201

Item 3. If this statement is filed pursuant to Rule 13d-1(b),
        or 13d-2(b), check whether the person filing is a:

     (a)_____    Broker or Dealer registered under Section 15 of the Act.

     (b)_____    Bank as defined in Section 3(a)(6) of the Act.

     (c)_____    Insurance company as defined in Section 3(a)(19) of the Act.

     (d)_____    Investment company registered under Section 8 of the
                 Investment Company Act of 1940.

     (e)__X__    Investment adviser registered under Section 203 of the
                 Investment Advisers Act of 1940.

     (f)_____    Employee Benefit Plan, Pension Fund which is subject to the
                 provisions of the Employee Retirement Income Security Act of
                 1974 or Endowment Fund;  see Sec 240.13d-1(b)(1)(ii)(F).

<PAGE>   4



     (g)_____    Parent Holding Company, in accordance with 
                 Sec 240.13d-1(b)(ii)(G) (Note:  See Item 1).


     (h)_____    Group, in accordance with 
                 Sec 240.13d-1(b)(1)(ii)(H).

Item 4. Ownership.

     (a) Amount beneficially owned:
         529,500 shares may be deemed beneficially owned within the meaning of
Rule 13d-3 of the Securities Exchange Act of 1934 by Heartland Advisors, Inc.

     (b) Percent of Class:
         8.4%

     (c) For information on voting and dispositive power with respect to the
above listed shares, see Items 5-8 of the Cover Page.


Item 5. Ownership of Five Percent or Less of a Class.

        If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following:[  ]


Item 6. Ownership of more than Five Percent on Behalf of Another
        Person.

        The shares of common stock to which this Schedule relates are held in
investment advisory accounts of Heartland Advisors, Inc.  As a result, various
persons have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the securities.  The
interests of one such account, Heartland Small Cap Contrarian Fund, a series of
Heartland Group, Inc., a registered investment company,  relates to more than
5% of the class.


Item 7. Identification and Classification of the Subsidiary Which Acquired the
        Security Being Reported on By the Parent Holding Company.

        Not Applicable.

Item 8. Identification and Classification of Members of the Group.

        Not Applicable.

Item 9. Notice of Dissolution of Group.

        Not Applicable.

<PAGE>   5

Item 10.  Certification.

          By signing below, I certify that, to the best of my knowledge and 
belief, the securities referred to above were acquired in the ordinary course
of business and were not acquired for the purpose of and do not have the effect
of changing or influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any transaction
having such purposes or effect.
        
                                   SIGNATURE

          After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

DATE:   February 12, 1997

                         HEARTLAND ADVISORS, INC.
         
                         By:  PATRICK J. RETZER
                                Patrick J. Retzer
                                Vice President/Treasurer





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