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: January 18, 1999




                       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)


             5501 EXCELSIOR BOULEVARD, MINNEAPOLIS, MINNESOTA 55416
             ------------------------------------------------------
                    (Address of principal executive offices)


                                 (612) 925-8840
                                 --------------
              (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 January 18, 1999, and attached hereto as an exhibit, relating to
the judgment entered in Registrant's case against ABC Radio, Inc. and The Walt
Disney Company.

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



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

         (c) Exhibits

             99.1     Press Release dated January 18, 1999.


                                        2




                                    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: January 27, 1999                CHILDREN'S BROADCASTING CORPORATION



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


                                        3




                                  EXHIBIT INDEX

99.1    Press Release dated January 18, 1999.

EX-99.1

                                  EXHIBIT 99.1

                       CHILDREN'S BROADCASTING CORPORATION
                            5501 Excelsior Boulevard
                          Minneapolis, Minnesota 55416
                            Telephone (612) 925-8840
                            Facsimile (612) 925-8845

NEWS
Contact: Christopher T. Dahl, Chief Executive Officer (612) 925-8840


         MINNEAPOLIS, Children's Broadcasting Corporation (Children's, Nasdaq
NMS: AAHS)today announced that Judge Alsop of the United States District Court,
District of Minnesota, had entered judgement in Children's case against ABC
Radio and The Walt Disney Company. While Judge Alsop confirmed the jury's
findings that ABC Radio had breached its contract with Children's and that ABC
Radio and The Walt Disney Company both misappropriated Children's trade secret
information, he disagreed with the jury's conclusion that the evidence showed
that those wrongs led to Children's damages or that the amount of damages
awarded by the jury was supported by the evidence, and set aside the jury's
verdict. He further ruled that in the event that his decision is reversed or
remanded on appeal, that Defendants be granted a new trial on the issues of
causation and damages.

         Christopher T. Dahl, Chief Executive Officer and President of
Children's said "The Company is obviously very disappointed with the Court's
action, which renders moot the five weeks of hard work put in by a dedicated
jury. The Company expects to appeal the ruling, and will consider appealing the
earlier actions of the judge in this case which removed from the jury's
consideration various claims, including fraud and punitive damages."

         Certain statements made in this press release constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those anticipated. Such factors include, but are not limited to,
changes in economic conditions and the risks and uncertainties described in the
company's filings with the Securities and Exchange Commission.