UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Children's Broadcasting Corporation
-----------------------------------------------------------------
(Name of Issuer)
Common stock
-----------------------------------------------------------------
(Title of Class of Securities)
168755-10-6
----------------------------------
(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 l; 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 purpose 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).
SEC 1745 (2/92) Page 1 of 5 pages
<PAGE>
CUSIP No. 168755-10-6 13G Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Perkins Capital Management, Inc.
IRS ID No.: 41-1501962
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /__/
(b) /__/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
730 East Lake Street, Wayzata, MN 55391-1769
5 SOLE VOTING POWER
NUMBER OF 83,356
SHARES 6 SHARED VOTING POWER
0
BENEFICIALLY
OWNED BY 7 SOLE DISPOSITIVE POWER
1,160,749
EACH
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER
0
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
689,290
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.5%
12 TYPE OF REPORTING PERSON*
IA
SEC 1745 (2/92) Page 2 of 5 pages
<PAGE>
CUSIP No. 168755-10-6 13G Page 3 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard W. Perkins
IRS ID No.: ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /__/
(b) /x_/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
730 East Lake Street, Wayzata, MN 55391-1769
5 SOLE VOTING POWER
NUMBER OF (refer to 13D filed by Richard W. Perkins dated
December 29, 1996)
SHARES 6 SHARED VOTING POWER
0
BENEFICIALLY
OWNED BY 7 SOLE DISPOSITIVE POWER
(refer to 13D filed by richard W. Perkins dated
December 29, 1996)
EACH
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER
0
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
471,459
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.3%
12 TYPE OF REPORTING PERSON*
IN
SEC 1745 (2/92) Page 3 of 5 pages
<PAGE>
CUSIP No. 168755-10-6 13G Page 4 of 7 Pages
Item 1.
(a) Name of Issuer
Children's Broadcasting Corp.
(b) Address of Issuer's Principal Executive Offices
724 First Street N., 4th Floor
Minneapolis, MN 55401
Item 2.
(a) Name of Person Filing
Perkins Capital Management, Inc.
Richard W. Perkins
(b) Address of Principal Business Office or, if none, Residence
730 East Lake Street
Wayzata, MN 55391-1769
(c) Citizenship
Minnesota Corporation
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
168755-10-6
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
(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 240.13d-l(b)(l)(ii)(F)
SEC 1745 (2/92) Page 4 of 5 pages
<PAGE>
CUSIP No. 168755-10-6 13G Page 5 of 7 Pages
(g) /__/ Parent Holding Company, in accordance with
240.13d-l(b)(ii)(G) (Note: See Item 7)
(h) /__/ Group, in accordance with 240.13d-l(b)(l)(ii)(H)
Item 4. Ownership
If the percent of the class owned, as of December 31 of the year
covered by the statement, or as of the last day of any month described in
Rule 13d-l(b)(2), if applicable, exceeds five percent, provide the
following information as of that date and identify those shares which there
is a right to acquire.
(a) The amount beneficially owned is 1,160,749 shares of common.
This includes 689,290 shares of common equivalents owned by the
clients of Perkins Capital Management, Inc., 68,125 warrants,
exercisable within 60 days, held for the clients of Perkins
Capital Management, Inc., 193,075 shares of common owned by
Richard W. Perkins, 3,385 shares held by The Perkins Foundation,
2,500 warrants exercisable with 60 days, held by The Perkins
Foundation, and 249,375 options or warrants exercisable within
60 days by Richard W. Perkins. Mr. Richard W. Perkins and
Perkins Capital Management, Inc. disclaim beneficial interest in
the Perkins Capital Management, Inc. shares.
(b) The percent of class is 19.4%. This includes a percentage of
class of 11.1% by clients of Perkins Capital Management, Inc.
and 8.3% by Richard W. Perkins.
(c) Number of shares as to which such person has:
(i) Perkins Capital Management, Inc. has the sole power to vote
83,536 common shares. Mr. Richard W. Perkins has the sole
power to vote 471,459 common shares (includes 249,375
options or warrants exercisable within 60 days).
(ii) There are zero shares with shared power to vote.
(iii) Perkins Capital Management, Inc. has the sole power to
dispose of 1,160,749 common shares (includes 68,125
warrants exercisable within 60 days). Richard W. Perkins
has the sole power to dispose of 471,459 common shares
(includes 249,375 options or warrants exercisable within 60
days).
(iv) shared power to dispose or to direct the disposition of
0
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
SEC 1745 (2/92) Page 5 of 5 pages
<PAGE>
CUSIP No. 168755-10-6 13G Page 6 of 7 Pages
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
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.
SEC 1745 (2/92) Page 6 of 5 pages
<PAGE>
CUSIP No. 168755-10-6 13G Page 7 of 7 Pages
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.
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.
February 13, 1997
----------------------------------------
By Bradley A. Erickson
----------------------------------------
Signature
Bradley A. Erickson, Vice President
-----------------------------------------
Name/Title
SEC 1745 (2/92) Page 7 of 5 pages
