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:  June 6, 1997
                 DATE OF EARLIEST EVENT REPORTED:  June 6, 1997



                       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)


              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 June 6, 1997, and attached hereto as an exhibit, relating to the
Registrant signing a letter of intent to sell to Global Broadcasting Company, 
Inc. all of its owned and operated AM radio stations for an aggregate 
purchase price of $72.5 million.

     (b)  Reference is made to the cautionary statements of the Registrant,
presented in the Registrant's Form 10-KSB for the year ended December 31, 1996,
filed on March 31, 1997.


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

     (c)  Exhibits

          99   Press Release dated June 6, 1997.



                                    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:  June 6, 1997               CHILDREN'S BROADCASTING CORPORATION



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



                                EXHIBIT INDEX


EXHIBIT
NUMBER                          DESCRIPTION
- -------                         -----------

99                              Press Release dated June 6, 1997.

EX-99

                               [LETTERHEAD]

             FOR IMMEDIATE RELEASE                   June 6, 1997

            CHILDREN'S BROADCASTING CORP. SIGNS LETTER OF INTENT
                 TO SELL OWNED & OPERATED RADIO PROPERTIES
                            FOR $72.5 MILLION

    MINNEAPOLIS -- Children's Broadcasting Corporation (CBC, Nasdaq NM: AAHS) 
announced today that it has signed a letter of intent to sell to Global 
Broadcasting Company, Inc. all of its owned and operated AM radio stations for 
the aggregate sale price of $72.5 million.

    The CBC radio stations to be conveyed pursuant to the contemplated 
transaction include: WJDM-AM 1660, New York City, NY; KPLS-AM 830, Los 
Angeles, CA; WAUR-AM 930, Chicago, IL; WPWA-AM 1590, Philadelphia, PA; 
WCAR-AM 1090, Detroit, MI; KAHZ-AM 1360, Dallas/Ft. Worth, TX; WWTC-AM 1280, 
Minneapolis, MN; KIDR-AM 740, Phoenix, AZ; KKYD-AM 1340, Denver, CO; WMUS-AM 
1380, Tulsa, OK; all currently broadcasting CBC's Aahs World Radio(sm) 
format, and KTEK-AM 1110, Houston, TX; WZER-AM 540, Milwaukee, WI; and 
KYCR-AM 1570, Minneapolis, MN.

    "Although it is CBC's present intention to continue its mission to create 
and distribute children's programming content responsive to today's kids and 
families, CBC has been forced to alter its operations because of ABC/Disney's 
method of entering the children's radio market," said Christopher T. Dahl, 
CBC's president and CEO.

    "The sale of our AM properties will allow us to develop ancillary audio 
streams for Aahs(sm) programming and to continue to serve our existing 
network of radio station affiliates, while significantly reducing our costs 
of operations. In the meantime, the Company will pursue to its conclusion 
the ABC/Disney litigation while exploring other options," Dahl said.

    The sale is subject to: negotiation, execution and delivery of a 
definitive purchase agreement; satisfactory completion of the purchaser's due 
diligence; shareholder approvals; and customary closing conditions including 
but not limited to approval of the FCC.

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