CHILDRENS BROADCASTING CORP
8-K, 1997-02-03
RADIO BROADCASTING STATIONS
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                       SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



                        DATE OF REPORT:  February 3, 1997
               DATE OF EARLIEST EVENT REPORTED:  January 31, 1997




                       CHILDREN'S BROADCASTING CORPORATION
             (Exact name of registrant as specified in its charter)

           MINNESOTA                    0-21534                41-1663712
          ----------                    -------                ----------
 (State or other jurisdiction    (Commission File No.)   (IRS Employer ID No.)
       of incorporation)


              724 FIRST STREET NORTH, MINNEAPOLIS, MINNESOTA 55401
              ----------------------------------------------------
                    (Address of principal executive offices)


                                 (612) 338-3300
                                 --------------
              (Registrant's telephone number, including area code)



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ITEM 5.  OTHER EVENTS.

     (a)  Reference is made to the Press Release issued to the public by the
Registrant on January 31, 1997, and attached hereto as an exhibit, relating to
the Company acquiring an AM radio broadcast license and certain other
broadcasting equipment in the Chicago metropolitan area.

     (b)  Reference is made to the cautionary statements of the Registrant filed
on Form 8-K on July 3, 1996.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (c)  Exhibits

          99   Press Release dated January 31, 1997.



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                                    SIGNATURE

     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 hereunto duly authorized.


Dated:  February 3, 1997           CHILDREN'S BROADCASTING CORPORATION



                         BY:    /s/ James G. Gilbertson
                              --------------------------------------------------
                                   James G. Gilbertson
                                   Chief Operating Officer and
                                     Treasurer


<PAGE>

                                      EXHIBIT 99

January 31, 1997

  CHILDREN'S BROADCASTING ACQUIRES RADIO BROADCAST LICENSE OF WAUR-AM, CHICAGO
                                           
                                           
    MINNEAPOLIS -- Children's Broadcasting Corporation (CBC) (Nasdaq NM: AAHS)
announced today that it has acquired the radio broadcast license of WAUR-AM 930,
licensed to the city of Sandwich, Ill., and serving the Chicagoland area.

    CBC, which acquired the license from Nelson Broadcasting, Aurora, Ill., is
now on the airwaves of WAUR, broadcasting its nationally renowned Radio
AAHS-Registered Trademark- format for kids and families.

    "Radio AAHS-Registered Trademark- is ready to roll ahead and really knock 
the socks off Chicagoland kids and parents," said Christopher T. Dahl, CBC's 
president and CEO.  "Our cutting-edge format is the biggest and brightest 
home on the radio dial for kids.  We are committed to superserving our 
audience, especially our newest listeners in Chicago, the country's third 
largest radio market," Dahl added.

     With Chicago CBC owns stations in six of the top ten markets and is
broadcasting in seven of the top ten including a Washington, D.C. affiliate.  A
formal event to bring AAHS-TM- and Chicago together will take place in April.

    Radio AAHS-Registered Trademark- is this country's premier, live, 24-hour
radio network for today's kids and families. Its award-winning radio programming
mix includes: popular and diverse music; news; classic and original stories; and
games.  The "Radio AAHS-Registered Trademark- Zone," interactive phone system
logs some 3,000,000 calls a year and the entertaining "NetRadio AAHS-TM-"
website (http://www.netradioaahs.net) is one of the hottest youth web
destinations.  Radio AAHS-Registered Trademark-, the leader in radio for
children, is owned and operated by Children's Broadcasting Corporation and is
broadcast via satellite from WWTC-AM, Minneapolis.  Through continued affiliate
growth and aggressive acquisition, Radio AAHS-Registered Trademark- is available
to approximately 40 percent of the country through 30 affiliate stations,
including seven of the top ten markets.   ###


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