CHILDRENS BROADCASTING CORP
8-K, 1997-06-06
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:  June 6, 1997
                 DATE OF EARLIEST EVENT REPORTED:  June 5, 1997



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

         MINNESOTA                   0-21534                  41-1663712
         ---------                   -------                  ----------
      (State or other         (Commission File No.)     (IRS Employer ID No.)
       jurisdiction
     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 June 5, 1997, and attached hereto as an exhibit, relating to the
Company acquiring an AM radio broadcast license and certain related assets in
the Phoenix metropolitan area.

     (b)  Reference is made to the cautionary statements of the Registrant,
presented in the Registrant's Form 10-KSB for the year ended December 31, 1996,
filed on March 31, 1997.


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

     (c)  Exhibits

          99   Press Release dated June 5, 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:  June 6, 1997               CHILDREN'S BROADCASTING CORPORATION



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

<PAGE>

                                EXHIBIT INDEX


EXHIBIT
NUMBER                          DESCRIPTION
- -------                         -----------

99                              Press Release dated June 5, 1997.










<PAGE>

                                   EXHIBIT 99

June 5, 1997


            CHILDREN'S BROADCASTING ACQUIRES RADIO BROADCAST LICENSE
                               OF KIDR-AM, PHOENIX

     MINNEAPOLIS -- Children's Broadcasting Corporation (CBC, Nasdaq NM: AAHS)
announced today that it has acquired the radio broadcast license of KIDR-AM 740,
licensed to the city of Phoenix, Ariz.

     CBC, which acquired the radio station from Bonneville International
Corporation and Bonneville Holding Company, Salt Lake City, has been
broadcasting its nationally renowned Aahs World Radio(sm) format for kids and
families on KIDR since October 1992, when the station first signed on as an
Aahs(sm) affiliate.

     "KIDR is a terrific AM signal in a great radio market.  We are very
familiar with this property," said Christopher T. Dahl, CBC's president and CEO.
"Our Aahs(sm) format is the biggest and brightest home on the radio dial for
kids.  We are committed to continuing to super serve our listeners and
advertisers in the 'Valley of the Sun.'"

      With Phoenix, CBC owns stations in ten of the top twenty markets,
including six of the top ten.

     Aahs World Radio(sm) 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; games
and prizes. The "Aahs(sm) World Zone," interactive phone system logs some
3,000,000 calls a year and the entertaining AAHS(sm) website is found at
WWW.AAHSWORLD.COM.  Aahs(sm) is broadcast via satellite from WWTC-AM,
Minneapolis, and is available to approximately 40 percent of the country through
30 affiliate stations, including seven of the top ten markets.


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