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:  September 26, 1996
                 Date of Earliest Event Reported:  September 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 relating to the Company filing
a lawsuit in the United States District Court for the District of Minnesota
against The Walt Disney Company and ABC Radio Networks, Inc. issued to the
public by the registrant on September 26, 1996, the text of which is attached
hereto as an exhibit.

    (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 September 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:  October 3, 1996   CHILDREN'S BROADCASTING CORPORATION



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

EX-99

                                        EX. 99

                                         NEWS
                                                                     CONTACT:
                          Lance W. Riley, CBC General Counsel, (612) 330-9521
______________________________________________________________________________

                   FOR IMMEDIATE RELEASE              September 26, 1996


                       CHILDREN'S BROADCASTING SUES ABC, DISNEY


    MINNEAPOLIS -- Children's Broadcasting Corporation (CBC) (Nasdaq NM: AAHS)
announced today that it has filed a lawsuit in the United States District Court
for the District of Minnesota, against the Walt Disney Company and ABC Radio
Networks, Inc., for injunctive relief and to recover significant damages for
Defendants' alleged deliberate attempts to misappropriate CBC's unique radio
programming format and force CBC out of the children's radio market.

    CBC has had a strategic relationship with ABC since 1995.  ABC and its new
parent company Disney have allegedly used that relationship to obtain
confidential business information of CBC which CBC alleges is being unlawfully
used by ABC and Disney to develop and market a competing children's radio
network in substantially the same format marketed by CBC.

    As part of CBC's strategic relationship with ABC, ABC agreed to serve as
the national advertising sales representative for CBC, has been responsible for
all scheduling and billing of network commercial time on the Radio
AAHS-Registered Trademark- network, and further agreed to work with CBC to
strengthen and expand the Radio AAHS-Registered Trademark- network.  CBC has
alleged that ABC and Disney tried to gain an unfair competitive advantage at a
time when they were serving in a capacity of trust, with a duty of loyalty to
CBC.

    Children's Broadcasting Corporation's Radio AAHS-Registered Trademark- 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-Registered Trademark- format,
which broadcasts via satellite from its flagship station WWTC-AM in Minneapolis
is available to approximately 40 percent of the country.  Radio AAHS-Registered
Trademark- has an affiliated network of 32 stations across the country,
including company owned or operated stations in New York, Los Angeles,
Philadelphia, Dallas, Detroit, Minneapolis, Kansas City, Denver, and including a
radio station in Chicago which CBC has contracted to acquire subject to FCC
approval.  It is the only live, 24-hour radio network for children and their
families in the United States.  The Radio AAHS-Registered Trademark- website can
be found at http://www.radio-aahs.com and also in full audio via NetRadio at
http://www.netradio.net.

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