EXHIBIT 10.6


                                 AMENDMENT NO. 1
                                       TO
                          SECURITIES PURCHASE AGREEMENT

         THIS  AMENDMENT  is  entered  into  as of  this  22nd  day  of  
October, 1998, by and among CHILDREN'S BROADCASTING CORPORATION, a Minnesota
corporation (the "Company"), TALISMAN CAPITAL OPPORTUNITY FUND LTD.
("Talisman"), DOMINION CAPITAL LIMITED ("Dominion") and SOVEREIGN PARTNERS L.P.
("Sovereign") (Talisman, Dominion and Sovereign are collectively referred to
herein as the "Buyers").

                                    RECITALS:

         WHEREAS, the Company and the Buyers entered into a Securities Purchase
Agreement, dated June 25, 1998 (the "Agreement"), pursuant to which the Buyers
acquired an aggregate of 606,061 shares of Series B Convertible Preferred Stock
of the Company (the "Preferred Shares");

         WHEREAS, the Company provided notice to the Buyers on September 22,
1998 of the Company's intent to redeem all of the Preferred Shares pursuant to
the Agreement on October 22, 1998;

         WHEREAS, the Company is unable to redeem all of the Preferred Shares as
of October 22, 1998; and

         WHEREAS, the Company seeks alter the conversion schedule of the
Preferred Shares to extend its absolute right to redeem the Preferred Shares and
the Buyers have agreed to such modification on the terms and conditions set
forth herein;

         NOW, THEREFORE, in consideration of good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

         1.       Notwithstanding the terms of the Certificate of Designation of
                  Preferences and Rights of Series B Preferred Stock of
                  Children's Broadcasting Corporation (the "Certificate of
                  Designation"), the first paragraph of Section (D)(c)(1) of the
                  Certificate of Designation and the conversion schedule
                  immediately following such paragraph shall be restated in
                  their entirety as follows:

                  At the option of the holders thereof at any time after the
                  date 221 days following the Initial Closing Date, the shares
                  of this Series shall, subject to subparagraph (c)(1), be
                  convertible, into fully paid and nonassessable shares
                  (calculated as to each conversion to the nearest 1/100th of a
                  share) of Common Stock of the Corporation, at the conversion
                  price determined as hereinafter provided, in effect at the
                  time of 

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                  conversion, each share of this Series being deemed to have the
                  Stated Value for the purpose of such conversion. The number of
                  shares of Common Stock to be delivered upon conversion of a
                  share of this Series shall be the Stated Value, divided by the
                  lesser of (x) One Hundred Ten (110%) of the average best bid
                  price of the Common Stock for the five (5) consecutive trading
                  days ending on the day preceding the Conversion Date (the
                  "Fixed Strike Price"), or (y) Ninety-Four Percent (94%) of the
                  average of the three lowest closing prices of the Common Stock
                  during the 60 calendar day period ending on the day preceding
                  the Conversion Date (herein called the "conversion price"),
                  provided however, that such initial conversion price shall be
                  subject to adjustment from time to time in certain instances
                  as hereinafter provided. The number of shares so issuable upon
                  conversion shall be multiplied by the number of shares of this
                  Series to be converted, and the product thereof shall be
                  delivered to the holder. If any of the Preferred Stock remains
                  outstanding as of February 1, 1999 then the percentage
                  specified in clause (y) above shall be Eighty Percent (80%)
                  effective February 1, 1999 and such percentage shall be
                  Seventy Five Percent (75%) effective May 1, 1999.

                  (1)      The Preferred Stock may be converted, at the option
                           of the holder, in accordance with the following
                           schedule:

                    Number of Days                   Percentage of Original
                    Elapsed Following Issuance       Preferred Stock Convertible
                    --------------------------       ---------------------------

                      221 (Feb. 1, 1999)                     80%
                      251 (March 1, 1999)                    100%

         2.       The Buyers agree that the Company may file a certificate of
                  designation and perform other acts which may be necessary or
                  advisable to reflect the agreement of the parties expressed in
                  paragraph 1 above.

         3.       Concurrent  with the  execution  of this  Amendment,  the  
                  Company agrees to issue to the Buyers stock purchase warrants
                  entitling the Buyers to purchase an aggregate of up to 65,000
                  shares of Common Stock (the "Additional Warrant"). The
                  Additional Warrant shall bear an exercise price per share of
                  Common Stock equal to the lesser of (i) 100% of the average
                  closing price of a share of Common Stock for the five (5)
                  consecutive trading days ending on the day preceding the
                  Closing Date, or (ii) 80.77% of the closing price of a share
                  of Common Stock on September 30, 1998. The Additional Warrant
                  shall be exercisable immediately upon issuance, and for a
                  period of five (5) years thereafter. Upon issuance of the
                  Additional Warrant, the Additional Warrant Shares shall be
                  entitled to registration rights substantially in the form of
                  the Registration Rights Agreement.

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         4.       If the  Company  has not  redeemed  100% of the  outstanding  
                  Preferred Shares on or prior to December 31, 1998, the Company
                  agrees to issue to the Buyers stock purchase warrants
                  entitling the Buyers to purchase an aggregate of up to 35,000
                  shares of Common Stock (the "Second Additional Warrant"). The
                  Second Additional Warrant, if issued, shall bear an exercise
                  price per share of Common Stock equal to the lesser of (i)
                  100% of the average closing price of a share of Common Stock
                  for the five (5) consecutive trading days ending on the day
                  preceding the Closing Date, or (ii) 80.77% of the closing
                  price of a share of Common Stock on September 30, 1998. The
                  Additional Second Warrant shall be exercisable immediately
                  upon issuance, and for a period of five (5) years thereafter.
                  Upon issuance of the Additional Second Warrant, the Additional
                  Warrant Shares shall be entitled to registration rights
                  substantially in the form of the Registration Rights
                  Agreement. .

         5.       If the Company has not redeemed 100% of the outstanding  
                  Preferred Shares on or prior to January 31, 1999, the Company
                  agrees to issue to the Buyers stock purchase warrants
                  entitling the Buyers to purchase an aggregate of up to 25,000
                  shares of Common Stock (the "Third Additional Warrant"). The
                  Third Additional Warrant, if issued, shall bear an exercise
                  price per share of Common Stock equal to the lesser of (i)
                  100% of the average closing price of a share of Common Stock
                  for the five (5) consecutive trading days ending on the day
                  preceding the Closing Date, or (ii) 80.77% of the closing
                  price of a share of Common Stock on September 30, 1998. The
                  Additional Third Warrant shall be exercisable immediately upon
                  issuance, and for a period of five (5) years thereafter. Upon
                  issuance of the Additional Third Warrant, the Additional
                  Warrant Shares shall be entitled to registration rights
                  substantially in the form of the Registration Rights
                  Agreement. .

         6.       Except as otherwise modified or amended herein, the parties
                  hereto ratify and affirm the terms of the Agreement and the
                  Certificate of Designation.

         IN WITNESS WHEREOF, this Amendment has been duly executed by the
parties hereto as of the date first above written.

                                     CHILDREN'S BROADCASTING CORPORATION


                                     By /s/ James G. Gilbertson
                                        ----------------------------------------
                                           James G. Gilbertson
                                           Chief Operating Officer


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                                     TALISMAN CAPITAL OPPORTUNITY FUND LTD.


                                     By /s/ Brian Ladin
                                        ----------------------------------------
                                           Brian Ladin
                                           Vice President

                                     DOMINION CAPITAL LIMITED

                                     By /s/ Terez S. Curry/Carol M. O'Connell
                                        ----------------------------------------



                                     SOVEREIGN PARTNERS LP



                                     By /s/ Stephen Hicks
                                        ----------------------------------------