8-K

                       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: July 31, 1996
                 Date of Earliest Event Reported: July 26, 1996




                       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)



Item 5.  Other Events.

         (a) Reference is made to the Press Release issued to the public by the
registrant on July 26, 1996, the text of which is attached hereto as an exhibit,
for a description of the events reported pursuant to this Form 8-K.

         (b) Reference is made to the cautionary statements of the Registrant
filed July 3, 1996.

Item 7.  Financial Statements, Pro Forma Financial Information and
Exhibits.

         (c) Exhibits

             99  Text of Press Release dated July 26, 1996.






                                    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:  July 31, 1996               CHILDREN'S BROADCASTING CORPORATION



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

EX-99

                                   EXHIBIT 99





                                      NEWS


                                                                        CONTACT:
                                       Christopher T. Dahl, President & CEO, CBC
                        Joy Plaschko, Media Relations Manager, CBC, 612-330-9524
                                     -------------------------------------------

                              FOR IMMEDIATE RELEASE

July 26, 1996

                   CBC ENGAGES SOUTHCOAST CAPITAL CORPORATION
           TO EXPLORE STRATEGIC OPTIONS TO MAXIMIZE SHAREHOLDER VALUE

         MINNEAPOLIS -- Children's Broadcasting Corporation (CBC, Nasdaq NM:
AAHS) announced today that it is has retained Southcoast Capital Corporation and
its Clovebrook division to explore all strategic alternatives to maximize
shareholder value.

         Christopher T. Dahl, CBC's president and CEO said, "As we have just
completed a new round of equity financing and are nearing 40 percent coverage of
the United States with our proposed acquisitions, the Board of Directors felt
that it was an appropriate time to examine all opportunities to benefit the
Company and its shareholders."

         Southcoast Capital will study a number of alternatives including
possible joint venture opportunities, a sale or a merger. There can be no
assurance that the Company will be successful in completing an extraordinary
transaction.

         Children's Broadcasting Corporation's Radio AAHS(R) is an award-winning
radio programming mix of music, news, stories and games, produced and
distributed for children age 12 and under and their parents. The Company's Radio
AAHS(R) format, which broadcasts via satellite from its flagship station WWTC-AM
in Minneapolis is available to approximately 40 percent of the country including
pending acquisitions in Philadelphia and Chicago. Radio AAHS(R) has an
affiliated network of 30 stations across the country, including company owned or
operated stations in New York, Los Angeles, Dallas, Minneapolis, Kansas City,
Denver, and Detroit. It is the only live, 24-hour radio network for children and
their families in the United States providing programming that includes shows
from Disneyland, Walt Disney World and "What's Up? with Evan Roberts" from Long
Island, NY. Radio AAHS(R) multimedia include: a wildly colorful web site,
http://www.radio-aahs.com; an awesome interactive phone system, 1-800-552-2470;
and soon, an Internet presence with real-time Radio AAHS(R) audio through
NetRadio at http://www.netradio.net. ###