UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__3__)*
Children's Broadcasting Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
168755-20-5
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(CUSIP Number)
Richard W. Perkins 730 East Lake Street, Wayzata, MN 55391 612-473-8367
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(Name, Address and Telephone Number of Person Authorized to Receive Notice
and Communications)
10-Nov-1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box /__/.
*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
disclosure provided in a prior cover page.
The information required on 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 1746 (12-91) Page 1 of 5 pages
<PAGE>
CUSIP No. 168755-20-5 Schedule 13D Page 2 of 5 pages
1 NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Perkins Capital Management, Inc.
41-1501962
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e).
/_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
730 East Lake Street, Wayzata, MN 55391-1769
7 SOLE VOTING POWER
68,151
NUMBER OF
8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
371,567
EACH
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
371,567
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14 TYPE OF REPORTING PERSON*
IA
SEC 1746 (12-91) Page 2 of 5 pages
<PAGE>
CUSIP No. 168755-20-5 SCHEDULE 13D Page 3 of 5 pages
1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO OF ABOVE PERSON
Richard W. Perkins
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
/_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
730 East Lake Street, Wayzata, MN 55391
NUMBER OF
SHARES 7 SOLE VOTING POWER
280,304
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
522,516
REPORTING
10 SHARED DISPOSITIVE POWER
PERSON 0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
522,516
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
14 TYPE OF REPORTING PERSON*
IN
SEC 1746 (12-91) Page 3 of 5
<PAGE>
CUSIP NO. 168755-20-5 SCHEDULE 13D Page 4 of 5
The Reporting Person hereby amends his statement on this Schedule 13D
originally filed on February 11, 1998, and amended October 26, 1998, with
respect to his beneficial ownership of shares of Common Stock, par value
$.02 per share, of Children's Broadcasting Corp. (the Issuer). Items 3
through 5 of this schedule are hereby amended as follows:
Item 1. Security and Issuer
(a) Children's Broadcasting Corporation
(b) 724 First Street North, Minneapolis, MN 55401
Item 2. Identity and Background
(a) The names of the persons filing are Perkins Capital Management,
Inc. and Richard W. Perkins.
(b) The filing persons business address is 730 East Lake Street,
Wayzata, MN 55391.
(c) Perkins Capital Management, Inc., is a federally registered
investment advisor. Richard W. Perkins is President of Perkins
Capital Management, Inc.
(d) No named person has ever been convicted in a criminal
proceeding.
(e) No named person has ever been a party to any civil proceeding
as a result of which he was or is subject to a judgment, decree of
final order enjoying future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) The named persons are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration
See Item 5.
Item 4. Purpose of the Transaction
Sale of jointly owned shares to the Issuer in connection with a share
repurchase program.
Item 5. Interest in Securities of the Issuer
Perkins Capital Management, Inc. ("PCM") (page one of two, Schedule 13D) an
investment advisor, has sole dispositive power over 371,567 share of common
equivalents (includes 122,375 warrants exerciseable within 60 days) of the
Issuer and has sole voting power over 68,151 of such shares.
On November 3, 1998, a "Note" in the amount of $500,000.00, which was held
in Pyramid Partners, LLP, (a limited partnership in which Perkins Capital
Management, Inc. is general partner) was paid off by the Issuer. The pay-
ment included the original $500,000.00 as well as interest accrued for the
time of the Note.
Richard W. Perkins, (page two of two, Schedule 13D), as trustee for various
trusts of which he is sole trustee, owns, has sole dispositive power over
522,516 shares of common equivalents (includes 242,212 warrants exerciseable
within 60 days) and sole voting power over 280,304 of such shares.
On November 10, 1998, Mr. Richard W. Perkins and Mr. Christopher T. Dahl
sold in the aggregate 171,000 shares of common stock of the Issuer in
connection with the Issuer's share repurchase program. Such shares were
sold at the actual costs paid by Mr. Richard W. Perkins and Mr. Christopher
T. Dahl, including financing expenses associated therewith.
SEC 1746 (12-91) Page 4 of 5 pages
<PAGE>
CUSIP No. 168755-20-5 SCHEDULE 13D Page 5 of 5 pages
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
None
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.
03-Dec-98
By /s/ Richard W. Perkins
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(Signature)
Richard W. Perkins, President
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(Name/Title)
SEC 1746 (12-91) Page 5 of 5 pages
