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:  November 3, 1997



                         CHILDREN'S BROADCASTING CORPORATION
                (Exact name of registrant as specified in its charter)



           MINNESOTA                  0-21534               41-1663712
(State or Other Jurisdiction        (Commission           (IRS Employer
      of Incorporation)             File Number)        Identification No.)
    

                                724 FIRST STREET NORTH
                             MINNEAPOLIS, MINNESOTA 55401
            (Address of principal executive offices, including area code)


                                    (612) 338-3300
                 (Registrant's telephone number, including area code)




ITEM 5.  OTHER EVENTS.

         On November 3, 1997, Children's Broadcasting Corporation (the
         "Company") announced that it has notified its affiliate radio stations
         that it will terminate its network affiliation agreements and cease
         distributing its full-time Aahs World Radio(SM) programming format
         effective January 30, 1998.  Reference is made to the attached Press
         Release issued to the public by the Company on November 3, 1997. 

         Concurrent with the announcement of the termination of network
         affiliation agreements and the cessation of full-time network
         programming, the Company has also begun to effect certain reductions
         in its workforce related to the operation of the network.  The Company
         plans to retain members of the Aahs World Radio creative staff and 
         intends to continue to explore other methods of distribution of 
         children's audio programming such as SDARS (Satellite Digital Audio 
         Radio Service), and also to develop and enhance its Internet website 
         real-time audio presence and other programming products, including 
         syndicated children's programs.



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

    (c)  Exhibits.

         99.1      Press Release dated November 3, 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:  November 3, 1997                    CHILDREN'S BROADCASTING CORPORATION


                                  /s/ JAMES G. GILBERTSON         
                                   --------------------------------
                                  James G. Gilbertson
                                  Chief Operating Officer




                                    EXHIBIT INDEX



Exhibit
NUMBER    DESCRIPTION
- ------    -----------

99.1      Press Release dated November 3, 1997.

EX-99.1

                                                      EXHIBIT 99.1

                            CHILDREN'S BROADCASTING CORP.
                       TO CEASE 24-HOUR DISTRIBUTION JANUARY 30

    MINNEAPOLIS -- Children's Broadcasting Corporation (CBC, Nasdaq National
Market: AAHS) announced today that it has notified its affiliate radio stations
that it will cease distributing its full-time Aahs World Radio(sm) programming
format as of midnight, January 30, 1998.  CBC had previously announced the sale
of its owned and operated stations to Global Broadcasting Company, Inc. for
$72.5 million.  The sale of the stations, which is subject to obtaining
shareholder and regulatory approval, is expected to close in January 1998.

    "We have been forced to alter our business plans and operations by
ABC/Disney's method of entry into the children's radio market," said Christopher
T. Dahl, CEO of CBC.  "We have received cancellation notices from several
important affiliates.  As difficult and painful as this decision was to make,
and as much as we continue to believe in the children's radio market CBC has
pioneered, we were simply not in a position to take any other course," Dahl
added.

    Dahl reaffirmed that CBC intends to continue to explore other methods of
distribution of children's audio programming such as SDARS (Satellite Digital
Audio Radio Service), and also to develop and enhance its Internet web-site 
real-time audio presence and other programming products, including 
syndicated children's programs.

    Dahl also stated that the Company intends to utilize the net proceeds
received from the sale of its stations to make acquisitions in the media,
entertainment or advertising-related areas.

    Children's Broadcasting Corporation's "Aahs World Radio-SM-," the live,
24-hour satellite radio network and multi-media concept for today's kids and
families, became a national network in October 1992.  At its peak, the radio
network had 32 affiliate stations reaching approximately 40 percent of the
country.