<PAGE>

                                                                     EXHIBIT 3.1
                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                       CHILDREN'S BROADCASTING CORPORATION

                    The undersigned officer, on behalf of Children's
Broadcasting Corporation, a Minnesota corporation (the "Corporation"), hereby
certifies that an amendment to the Corporation's Articles of Incorporation has
been duly approved by the Company's Board of Directors and shareholders in
accordance with Sections 302A.135 and 302A.139 of the Minnesota Statutes.
Accordingly, Article IV is amended in its entirety to read as follows:

                                   ARTICLE IV

                                     CAPITAL

                    The aggregate number of shares of stock which this
corporation shall have the authority to issue is fifty million (50,000,000)
shares with a par value of two cents ($.02) per share.


                    IN WITNESS WHEREOF, the Corporation has caused these
Articles of Amendment to the Articles of Incorporation to be executed this 3rd
day of October, 1996.

                                           CHILDREN'S BROADCASTING CORPORATION


                                           By  /s/J. G. Gilbertson
                                              ---------------------------------
                                           Its Chief Operating Officer
                                              ---------------------------------

                                     71

<PAGE>


                              ARTICLES OF AMENDMENT
                                       OF
                   CD BROADCASTING CORPORATION OF MINNEAPOLIS

                           RESTATING AND AMENDING THE
                            ARTICLES OF INCORPORATION


                    The undersigned, President of CD Broadcasting Corporation of
Minneapolis, a corporation subject to Chapter 302A, hereby certifies that the
Articles of Amendment set forth below, containing the restatement of the
Articles of Incorporation with amendments thereto, were adopted by unanimous
written authorization of the directors and shareholders pursuant to Sections
302A.239 and 302A.441, Minnesota Statutes:

                                    ARTICLE I.

                                      NAME

                    The name of this corporation shall be Children's
Broadcasting Corporation.

                                   ARTICLE II.

                                REGISTERED OFFICE

                    The registered office of this corporation is located at 215
South Eleventh Street, Minneapolis, MN  55403.


                                  ARTICLE III.

                    The names and addresses of the members of the Board of
Directors at the time of the adoption of these Amended and Restated Articles
are:

          NAME                                      ADDRESS
         ------                                    ---------
   Christopher T. Dahl                        5404 Interlachen Blvd.
                                              Edina, MN  55436

  Richard W. Perkins                          1485 Fox Street
                                              Orono, MN  55391


                                   ARTICLE IV.

                                     CAPITAL

                    The aggregate number of shares of stock which this
corporation shall have the authority to issue is ten million shares with a par
value of One Cent ($0.01) per share.


                                      72

<PAGE>

                                   ARTICLE V.

                           CLASSES AND SERIES OF STOCK

                    In addition to, and not by way of limitation of, the powers
granted to the Board of Directors by Minnesota Statutes, Chapter 302A, the Board
of Directors of this corporation shall have the power and authority to fix by
resolution any designation, class, series, voting power, preference, right,
qualification, limitation, restriction, dividend, time and price of redemption,
and conversion right with respect to any stock of the corporation.  Upon
adoption of such resolution, a statement shall be filed with the Secretary of
State in compliance with Section 302A.401, Minnesota Statutes, before the
issuance of any shares for which the resolution creates rights or preferences
not set forth in these Articles; provided, however, where the shareholders have
received notice of the creation of shares with rights or preferences not set
forth in the Articles before the issuance of the shares, the statement may be
filed any time within one year after the issuance of the shares.


                                   ARTICLE VI.

                               SHAREHOLDER VOTING

                    No shareholder of this corporation shall be entitled to any
cumulative voting rights.

                    The shareholders of the corporation shall take action by the
affirmative vote of the holders of a majority of the shares present and entitled
to vote, except where a larger proportion is required by law, these Articles of
Incorporation or a shareholder control agreement.

                    The affirmative vote of a majority of the voting power of
all shares entitled to vote shall be required to authorize the sale, lease,
exchange or other disposition of all or substantially all of the property and
assets of the corporation, including its goodwill, to amend the Articles of
Incorporation, to adopt or reject an agreement of merger or to authorize the
dissolution of the corporation.

                                    ARTICLE VII.

                                PREEMPTIVE RIGHTS

                    No shareholder of this corporation shall have any
preferential, preemptive, or other rights of subscription to any shares of any
class or series of stock of this corporation allotted or sold or to be allotted
or sold, whether now or hereafter authorized, or to any obligations or
securities convertible into


                                      73

<PAGE>

any class or series of stock of this corporation.


                                  ARTICLE VII.

                               DIRECTOR LIABILITY

                    A director of the corporation shall not be personally liable
to the corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director, except for (i) liability based on a breach of the
duty of loyalty to the corporation or the shareholders; (ii) liability for acts
or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law; (iii) liability based on the payment of an improper
dividend or an improper repurchase of the corporation's stock under Minnesota
Statutes, Section 302A.559, or on violations of federal or state securities
laws; (iv) liability for any transaction from which the director derived an
improper personal benefit; or (v) liability for any act or omission occurring
prior to the date this Article becomes effective.  If Minnesota Statutes,
Chapter 302A, hereafter is amended to authorize the further elimination or
limitation of the liability of directors, then the liability of a director of
the corporation in addition to the limitation on personal liability provided
herein, shall be limited to the fullest extent permitted by the amended Chapter
302A.  Any repeal of this provision as a matter of law or any modification of
this Article by the shareholders of the corporation shall be prospective only,
and shall not adversely affect any limitation on the personal liability of a
director of the corporation existing at the time of such repeal or modification.


                                   ARTICLE IX.

                             BOARD OF DIRECTORS VOTE

                    The affirmative vote of a majority of the Board of Directors
of the corporation present at a meeting is required for an action of the Board.


                                   ARTICLE X.

                         BOARD ACTION WITHOUT A MEETING

                    Any action required or permitted to be taken at any meeting
of the Board of Directors may be taken without a meeting by written action
signed by a majority of the Board of Directors then in office, except as to
those matters which require shareholder approval, in which case the written
action shall be signed by all members of the Board of Directors then in office.
Whenever written action is taken by less than all of the directors, all
directors shall be notified immediately of the text and the effective date.
Failure to provide the notice to the other directors shall not invalidate the
written action.

                    The undersigned has been authorized and directed to sign and
file these Articles of Amendment in the manner required by law.

                                          /s/ Christopher T. Dahl
                                          ----------------------------------
                                                         President

                                      74

<PAGE>

                               State of Minnesota
                        Office of the Secretary of State

                               NOTICE OF CHANGE OF
                  REGISTERED OFFICE -- REGISTERED AGENT OR BOTH
                                     BY

-------------------------------------------------------------------------------
 NAME OF CORPORATION                 CHILDREN'S BROADCASTING CORPORATION
-------------------------------------------------------------------------------

Pursuant to Minnesota Statutes, Section 302A.123, 303.10, or 317.19 the
undersigned hereby certifies that the Board of Directors of the above named
Corporation has resolved to change the corporation's registered office or
agent:


-------------------------------------------------------------------------------
  F      AGENT'S NAME     (FILL IN THIS BOX ONLY IF YOU ALREADY HAVE
  R                       AN AGENT.  DO NOT LIST THE CORPORATE NAME
  O                       IN THIS BOX.)
  M      ----------------------------------------------------------------------
            ADDRESS
         (NO. & STREET)      215 South Eleventh Street
         ----------------------------------------------------------------------
                 CITY                          COUNTY              ZIP
                 Minneapolis                   Hennepin   MN       55403
-------------------------------------------------------------------------------


-------------------------------------------------------------------------------
  T      AGENT'S NAME       (FILL IN THIS BOX ONLY IF YOU ALREADY HAVE AN
  O                         AGENT.  DO NOT LIST THE CORPORATE NAME IN THIS BOX.)
       ------------------------------------------------------------------------
           ADDRESS
       (NO. & STREET)       5501 Excelsior Boulevard
       ------------------------------------------------------------------------
                 CITY                          COUNTY              ZIP
                 Saint Louis Park              Hennepin  MN        55416
-------------------------------------------------------------------------------

The new address may not be a post office box.  It must be a street address,
pursuant to Minnesota Statutes, Section 302A.011, Subd.3


              This change is effective on the day it is filed with the
              Secretary of State, unless you indicate another date, no
              later than 30 days after filing with the Secretary of State,
              in this box:
                            ----------------------------------

                            ----------------------------------

I certify that I am authorized to execute this certificate and I further
certify that I understand that by signing this certificate I am subject to the
penalties of perjury as set forth in section 609.48 as if I had signed this
certificate under oath.

       ------------------------------------------------------------------------
       NAME OF OFFICER OR OTHER AUTHORIZED                 SIGNATURE
             AGENT OF CORPORATION
                 Christopher T. Dahl
       ------------------------------------------------------------------------
       TITLE OR OFFICE                                     DATE
                 President                                     January 23, 1992
       ------------------------------------------------------------------------

        Do not write below this line.  For Secretary of State's use only.


-------------------------------------------------------------------------------
         RECEIPT NUMBER                                       FILE DATA
-------------------------------------------------------------------------------
                                                         STATE OF MINNESOTA
                                                        DEPARTMENT OF STATE
            683411                                            FILED

                                                           JAN 28, 1990

                                                       /s/ Joan Anderson Growe
                                                       -----------------------
                                                       Secretary of State

                                      75

<PAGE>



                       CHILDREN'S BROADCASTING CORPORATION

                       CERTIFICATE OF DESIGNATION OF STOCK

                    The undersigned, being the duly appointed Secretary of
Children's Broadcasting Corporation, hereby certifies that the Board of
Directors of the Corporation, acting pursuant to Chapter 302A, Minnesota
Statutes, took action by unanimous resolution on November 18, 1991 to designate
378,083 shares of non-voting Common Stock of the Corporation, pursuant to which
resolution said stock was issued on April 16, 1992.

                    The undersigned further certifies that the following
resolution has been duly adopted by the Board of Directors of the Corporation
with respect to the establishment and designation of non-voting stock:

                         DESIGNATION OF NON-VOTING STOCK

     RESOLVED, in accordance with the Articles of Incorporation of the
     Corporation and pursuant to Minnesota Statutes, Chapter 302A, the Board of
     Directors hereby establishes and designates from the Corporation's
     unauthorized and unissued shares, 378,083 shares of common stock without
     voting rights (except as hereinafter provided), which shares shall in all
     respects, except for voting, be equal and have the same rights as, the
     common stock of the Corporation, such non-voting common stock hereinafter
     referred to as "Nonvoting Common Stock".  Notwithstanding the foregoing,
     such non-voting stock shall have full voting rights at such time as the
     transfer of such shares is legally permitted pursuant to the terms of an
     agreement dated August 1, 1991 between this Corporation, Russell Cowles II,
     Marguerite A. Cowles and First Bank Minneapolis, N.A., Trustees of the John
     Cowles Family Trust for the benefit of Russell Cowles, II.

     RESOLVED FURTHER, that the President and Secretary of the Corporation are
     authorized and directed to take such further action as shall be necessary
     or required to issue said Non-Voting Common Stock and they, or any of them,
     are authorized and directed to file a certificate of designation pursuant
     to Section 302A.401, Subd. 3 of the Minnesota Business Corporation Act with
     the Minnesota Secretary of State.

                    I certify that I am authorized to execute this instrument
and I further certify that I understand that by signing this amendment I am
subject to the penalties of perjury as set forth in Section 609.48 as if I had
signed this Amendment under oath.


                                       ----------------------------------------
                                       Leah E. Hauge
                                       Secretary of
                                       CHILDREN'S BROADCASTING CORPORATION


                                      76

<PAGE>

                               State of Minnesota
                        Office of the Secretary of State

                   CERTIFICATE OF CHANGE OF REGISTERED OFFICE
                                       BY
-------------------------------------------------------------------------------
NAME OF CORPORATION   CHILDREN'S BROADCASTING CORPORATION [REMAINDER ILLEGIBLE]
-------------------------------------------------------------------------------
Pursuant to Minnesota Statutes, Section 302A.123, or 317.19, the undersigned
hereby certifies that the Board of Directors of the above named Minnesota
Corporation has resolved to change the corporation's registered office:
-------------------------------------------------------------------------------

 F          ADDRESS
 R      (NO. & STREET)         5501 Excelsior Blvd.
 O      -----------------------------------------------------------------------
 M                      CITY                     COUNTY                 ZIP
                          St. Louis Park           Hennepin      MN    55416
-------------------------------------------------------------------------------


-------------------------------------------------------------------------------
T       AGENT'S NAME
O       -----------------------------------------------------------------------
           ADDRESS          (FILL IN THIS BOX ONLY IF YOU ALREADY HAVE AN
        (NO. & STREET)      AGENT. DO NOT LIST THE CORPORATE NAME IN THIS BOX.)
                            5501 Excelsior Boulevard
        -----------------------------------------------------------------------
                        CITY                     COUNTY                 ZIP
                          Saint Louis Park         Hennepin      MN    55416
-------------------------------------------------------------------------------

The effective date of the change will be the 1st day of January, 1992 or the day
of filing of this certificate with the Secretary of State, whichever is later.

I swear that the foregoing is true and accurate and that I have the authority to
sign this document on behalf of the corporation.


    -------------------------------------------------------------------------
    NAME OF OFFICER OR OTHER AUTHORIZED AGENT OF CORPORATION     SIGNATURE

    -------------------------------------------------------------------------
    TITLE OR OFFICE                                              DATE

    -------------------------------------------------------------------------


     STATE OF MINNESOTA            )        The foregoing instrument was
                                   )ss.     acknowledged before me
     County of____________________ )

                                            on this ___ day of __________, 19__.


       (Notarial                            ___________________________________
         Seal)                              (Notary Public)


-------------------------------------------------------------------------------
             RECEIPT NUMBER                         FILE DATA
-------------------------------------------------------------------------------

                                               STATE OF MINNESOTA
                                               DEPARTMENT OF STATE
              915846                                  FILED

                                               OCT [illegible], 1993


                                               /s/ [ILLEGIBLE]
                                               ---------------------------
                                               [ILLEGIBLE]

SC-00014-05

                                       77
<PAGE>


              CERTIFICATE OF DESIGNATION OF PREFERENCES AND RIGHTS
                  OF CONVERTIBLE PREFERRED STOCK SERIES 1993-A
                     OF CHILDREN'S BROADCASTING CORPORATION


     Children's Broadcasting Corporation, a corporation organized and
existing under the laws of Minnesota (the "Corporation"), does hereby certify:

     That pursuant to authority vested in it by the provisions of the
Articles of Incorporation, the Board of Directors of the Corporation, at a
meeting of the Board held on December 8, 1993, at which meeting a quorum of
directors was present and acting throughout, did adopt the following
resolution authorizing the creation and issuance of a series of Preferred
Stock designated as Convertible Preferred Stock Series 1993-A:

     RESOLVED, that the Corporation hereby designates 290,213 shares of its
authorized but unissued Preferred Stock, par value $.01, as Convertible
Preferred Stock, Series 1993-A, which shall have the following designations,
preferences, rights, qualifications, limitations and restrictions in addition
to those set forth in the Articles of Incorporation, as amended, of the
Corporation:

     1. DESIGNATION; NUMBER OF SHARES; STATED VALUE; DIVIDENDS.

     Two Hundred Ninety Thousand Two Hundred Thirteen (290,213) shares of
Preferred Stock shall be designated Convertible Preferred Stock 1993-A
(hereinafter sometimes referred to as the "Convertible Preferred Stock" or as
this "Series").  Shares of this Series shall have a stated value of $10.00
per share ("Stated Value").  Except as provided herein, shares of this Series
shall not be entitled to dividends or other distributions and shall be
non-participating for all purposes.

     2. REDEMPTION AT OPTION OF HOLDERS.

     (a) Commencing with the second day following the fifth anniversary of
   the date of issuance (the "Redemption Commencement Date"), the Corporation
   shall, subject to the requirements of the Minnesota Business Corporation
   Act, from time to time, redeem all shares of this Series tendered to the
   Corporation for redemption at the option of the holders of the Convertible
   Preferred Stock.  The redemption price shall be the Stated Value.  Such
   redemption shall be effected on the terms and conditions hereinafter
   provided.

     (b) Each holder of shares of this Series who elects to require the
   Corporation to purchase all or any of such holder's shares shall surrender
   to the Corporation's transfer agent (or other fiduciary designated in
   writing by the Corporation as agent for redemption) certificates of this
   Series then outstanding as soon as practicable following

                                     78
<PAGE>

   the Redemption Date (hereinafter defined).  The "Redemption Date" shall
   mean a date which is eight (8) calendar months following the giving of
   written notice (the "Redemption Notice") by such holder to the Corporation.
   The Redemption Notice may be given up to eight months prior to the
   Redemption Commencement Date and at any time after the Redemption
   Commencement Date.  A Redemption Notice shall contain the holder's demand
   for redemption and be given to the Company at its principal executive
   offices last set forth in the Corporation's 10-Q/10-QSB report filed with
   the Securities and Exchange Commission or, if no such report has been
   filed, to the Corporation's registered office in the state of its
   incorporation, as certified to or disclosed by the secretary of state of
   such state.  Such notice shall be deemed given if in writing and sent
   postage prepaid by certified or registered first class mail or by
   nationwide overnight courier.  Once given, a Redemption Notice may not be
   withdrawn; however, a holder may elect to convert, in accordance with
   paragraph 3 hereof, any or all of the shares of this Series prior to the
   Redemption Date.

     (c)  The Corporation shall, on or before the Redemption
   Date, deposit with its transfer agent (or such other agent for redemption
   selected by the Corporation) as a trust fund, a sum sufficient to redeem
   the shares of this Series subject to redemption, with irrevocable
   instructions and authority to such transfer agent or other redemption agent
   to give or complete the notice of redemption thereof and to pay to the
   respective holders of such shares, as evidenced by a list of such holders
   who have duly exercised such rights of redemption, certified by an officer
   of the Corporation, the redemption price upon surrender of their respective
   share certificates.  Such deposit shall be deemed to constitute full
   payment of such shares to their holders; and from and after the date of
   such deposit, notwithstanding that any certificates for such shares shall
   not have been surrendered for cancellation by holders who have given a
   Redemption Notice, the shares represented thereby shall no longer be deemed
   outstanding, and all rights of such holders of the shares of Convertible
   Preferred Stock shall cease and terminate, except the right to receive the
   redemption price, without interest, as of the Redemption Date.

     3. CONVERSION.

     (a)  The holder of any shares of this Series may at any time, prior to a
  Redemption Date applicable to such holder, elect to convert all or any portion
  of the shares of this Series into fully paid and non-assessable shares of
  Common Stock at the initial rate of one (1) share of Common Stock for each
  share of this Series, subject to adjustment pursuant to the provisions of
  subparagraph (c) of this paragraph 3.  Such right of conversion shall be
  exercised by the surrender of the shares so to be converted to the Corporation
  at any time during normal business hours at the principal executive offices of
  the Corporation or at the office of any agent for conversion from time to
  time designated by it for conversion of ("Conversion Agent") the shares of
  this Series accompanied by written notice of such holder's election to convert
  and (if so required by the Corporation or the Conversion Agent) by instruments
  of transfer, in form satisfactory to the Corporation and to the Conversion
  Agent, duly executed by the registered holder or by his duly authorized
  attorney, and transfer tax stamps or funds therefor, if required pursuant to
  subparagraph (h) of this paragraph 3.

                                     79
<PAGE>

     (b) As promptly as practicable after the surrender for conversion of any
  shares of this Series in the manner provided in subparagraph (a) of this
  paragraph 3 and the payment in cash of any amount required by the provisions
  of subparagraphs (a) and (h) of this paragraph 3, the Corporation will deliver
  or cause to be delivered at the principal executive offices of the Corporation
  or at the office of the Conversion Agent to or upon the written order of the
  holder of such shares, certificates representing (i) the number of full shares
  of Common Stock issuable upon such conversion, and (ii) if less than the full
  number of shares evidenced by the Convertible Preferred Stock certificate are
  being converted, a new certificate for the remaining number of shares thereof
  issued in such name or names as such holder may direct.  Such conversion shall
  be deemed to have been immediately prior to the close of business on the date
  of such surrender of the shares, and all rights of the holder of such shares
  as a holder of such shares shall cease at such time and the person or persons
  in whose name or names the certificates for such shares of Common Stock are to
  be issued shall be treated for all purposes as having become the record holder
  or holders thereof at such time and such conversion shall be at the conversion
  rate in effect at such time; provided, however, that any such surrender and
  payment on any date when the stock transfer books of the Corporation shall be
  closed shall constitute the person or persons in whose name or names the
  certificates for such shares of Common Stock are to be issued as the record
  holder or holders thereof for all purposes immediately prior to the close of
  business on the next succeeding day on which such stock transfer books are
  opened and such conversion shall be at the conversion rate in effect at such
  time on such succeeding day.

    (c) The initial conversion rate shall be one (1) share of Common Stock per
  share of this Series (equivalent to a conversion price of $10.00 per share).
  The conversion rate shall be subject to adjustment as follows:

          (i) In case the Corporation shall (A) pay a dividend or make a distri-
    bution in shares of its capital stock (whether shares of Common Stock or of
    capital stock of any other class), (B) subdivide its outstanding shares of
    Common Stock, (C) combine its outstanding shares of Common Stock into a
    smaller number of shares, (D) issue by reclassification of its shares of
    Common Stock (whether by merger or consolidation or otherwise) any shares
    of capital stock of the Corporation or (E) take any action with the same
    effect as any of the foregoing, the conversion privilege and the conversion
    rate in effect immediately prior to such action shall be adjusted so that
    the holder of any shares of this Series thereafter surrendered for
    conversion shall be entitled to receive (subject to further adjustments
    pursuant to subparagraphs (c)(ii) and (c)(iii) hereof) the number of shares
    of capital stock of the Corporation (or of the corporation surviving or
    resulting from any merger or consolidation) which he would have owned
    immediately following such action had such share been converted immediately
    prior thereto.  An adjustment made pursuant to this subparagraph (c)(i)
    shall become effective retroactively immediately after the record date in
    the case of a dividend or distribution and shall become effective
    immediately after the effective date in the case of a subdivision,
    combination or reclassification.  If, as a result of an adjustment made
    pursuant to this subparagraph (c)(i), the holder of

                                     80
<PAGE>

    any shares thereafter surrendered for conversion shall become entitled to
    receive shares of two or more classes of capital stock of the Corporation,
    the Board of Directors (whose determination shall be conclusive) shall
    determine the allocation of the adjusted conversion rate between or among
    shares of such classes of capital stock.

          (ii) In case the Corporation shall issue rights or warrants to all
    holders of its Common Stock entitling them to subscribe for or purchase
    shares of Common Stock at a price per share less than the current market
    price per share (as determined pursuant to subparagraph (c)(iv) below) on
    the record date mentioned below, other than pursuant to a dividend
    reinvestment plan, the conversion rate shall be adjusted so that the same
    shall equal the rate determined by multiplying the conversion rate in effect
    immediately prior to the date of issuance of such rights or warrants by a
    fraction of which the numerator shall be the number of shares of Common
    Stock outstanding on the date of issuance of such rights or warrants plus
    the number of additional shares of Common Stock offered for subscription
    or purchase, and of which the denominator shall be the number of shares of
    Common Stock outstanding on the date of issuance of such rights or warrants
    plus the number of shares in which the aggregate offering price of the total
    number of shares so offered would purchase at such current market price.
    Such adjustment shall become effective retroactively immediately after the
    record date for the determination of stockholders entitled to receive such
    rights or warrants.  For the purposes of this paragraph 3(c)(ii), the
    issuance of rights or warrants to subscribe for or purchase stock or
    securities convertible into shares of Common Stock shall be deemed to be
    the issuance of rights or warrants to purchase the shares of Common Stock
    into which such stock or securities are convertible at an aggregate offering
    price equal to the aggregate offering price of such stock or securities plus
    the minimum aggregate amount (if any) payable upon conversion of such stock
    or securities into Common Stock.

          (iii) In case the Corporation shall distribute to all holders of its
    Common Stock evidences of its indebtedness or assets (excluding any cash
    dividend paid from retained earnings of the Corporation) or rights or
    warrants to subscribe to securities of the Corporation (excluding those
    referred to in subparagraph (c)(ii) above), then in each such case the
    conversion rate shall be adjusted so that the same shall equal the rate
    determined by multiplying the conversion rate in effect immediately prior
    to the date of such distribution by a fraction of which the numerator shall
    be the current market price per share (determined as provided in
    subparagraph (c)(iv) below) of the Common Stock on the record date mentioned
    below, and of which the denominator shall be such current market price per
    share of Common Stock less the then fair market value (as determined by the
    Board of Directors of the Corporation, whose determination shall be
    conclusive) of the portion of the assets or evidences of indebtedness so
    distributed or of such subscription rights or warrants applicable to one
    share of Common Stock.  Such adjustment shall become effective retroactively

                                     81
<PAGE>

    immediately after the record date for the determination of stockholders
    entitled to receive such distribution.

          (iv) For the purpose of any computation under subparagraphs (c)(ii)
    and (c)(iii) above, the current market price per share of Common Stock on
    any date shall be deemed to be the average of the daily closing prices for
    30 consecutive trading days commencing 45 trading days before the day in
    question.  The "closing price" on any day shall mean the reported last sale
    price on such day or, in case no such reported sales takes place on such
    day, the average of the reported closing bid and asked prices, in each case
    on the New York Stock Exchange, or, if the Common Stock is not listed or
    admitted to trading on such exchange, on the principal national securities
    exchange on which the Common Stock is listed or admitted to trading, or, if
    not listed or admitted to trading on any national securities exchange, then
    in the over-the-counter market as reported on NASDAQ or a similar reporting
    service, or, if no such quotations are available, the fair market price as
    determined by the Corporation (whose determination shall be conclusive).

          (v) In any case in which this subparagraph (c) shall require that an
    adjustment be made retroactively immediately following a record date, the
    Corporation may elect to defer (but only until five business days following
    the mailing by the Corporation of the certificate of independent public
    accountants described in subparagraph (c)(vii) below) issuing to the holder
    of any shares converted after such record date (x) the shares of Common
    Stock and other capital stock of the Corporation issuable upon such
    conversion over and above (y) the shares of Common Stock and other capital
    stock of the Corporation issuable upon such conversion only on the basis of
    the conversion rate prior to adjustment.

          (vi) No adjustment in the conversion rate shall be required unless
    such adjustment would require an increase or decrease of at least 1% in
    such rate; provided, however, that any adjustments which by reason of this
    subparagraph (c)(vi) are not required to be made shall be carried forward
    and taken into account in any subsequent adjustment; and, provided further,
    that the provisions of this paragraph 3 (other than this subparagraph
    (c)(vi)) not later than such time as may be required in order to preserve
    the tax-free nature of a distribution to the holders of shares of Common
    Stock.  All calculations under this paragraph 3 shall be made to the nearest
    cent or to the nearest one-hundredth of a share, as the case may be.
    Anything in this paragraph 3 to the contrary notwithstanding, the
    Corporation shall be entitled to make such increases in the conversion
    rate in addition to those required by this subparagraph (c) as it in its
    discretion shall determine to be advisable in order that any stock
    dividends, subdivision of shares, distribution of rights to purchase stock
    or securities, or distribution of securities convertible into or
    exchangeable for stock hereafter made by the Corporation to its stockholders
    shall not be taxable.

                                     82
<PAGE>

          (vii) Whenever the conversion rate is adjusted as herein provided, the
    Corporation shall promptly (x) file with the Conversion Agent a certificate
    of a firm of independent public accountants selected by the Board of
    Directors (who may be the regular accountants employed by the Corporation)
    setting forth the conversion rate after such adjustment and setting forth a
    brief statement of the facts requiring such adjustment, which certificate
    shall be conclusive evidence of the correctness of such adjustment, and (y)
    mail or cause to be mailed a notice of such adjustment to the holders of
    shares of this Series at their last addresses as they shall appear upon the
    books of the Corporation.

          (viii) The term "Common Stock" shall mean the Corporation's voting
    Common Stock, par value $.01 per share, as the same exists at the date of
    filing of this Certificate of Designation, Preferences and Rights of the
    Convertible Preferred Stock, or any other class of stock resulting from
    successive changes or reclassifications of such Common Stock consisting
    solely of changes in par value, or from par value to no par value, or
    from no par value to par value.  In the event that at any time as a result
    of an adjustment made pursuant to subparagraph (c)(i) above, the holder of
    any share thereafter surrendered for conversion shall become entitled to
    receive any shares of the Corporation other than shares of its Common Stock,
    thereafter the conversion rate of such other shares so receivable upon
    conversion of any share shall be subject to adjustment from time to time in
    a manner and on terms as nearly equivalent as practicable to the provisions
    with respect to Common Stock contained in subparagraphs (c)(i) through
    (c)(vii) above, and the provisions of subparagraphs (a) through (c) and
    subparagraphs (e) through (k) of this paragraph 4 with respect to the
    Common Stock shall apply on like or similar terms to any such other shares.

     (d) No fractional shares of stock shall be issued upon the conversion of
  any share or shares of this Series.  If more than one such share of this
  Series shall be surrendered for conversion at the same time by the same
  holder, the number of full shares which shall be issuable upon the conversion
  thereof shall be computed on the basis of the aggregate number of shares so
  surrendered.  If any fractional interest in a share of Common Stock would,
  except for the provisions of this subparagraph (e), be deliverable upon the
  conversion of any share or shares, the Corporation shall in lieu of
  delivering the fractional share therefor, adjust such fractional interest by
  payment to the holder of such surrendered share or shares of an amount in
  cash equal (computed to the nearest cent) to the current market value of such
  fractional interest on the last business day prior to the date of conversion,
  computed on the basis of the last reported sale price on such day or, in case
  no such reported sale takes place on such day, the average of the reported
  closing bid and asked prices, in each case on the New York Stock Exchange, or,
  if the Common Stock is not listed or admitted to trading on such Exchange, on
  the principal national securities exchange on which the Common Stock is listed
  or admitted to trading, or, if not listed or admitted to trading on any
  national securities exchange, then in the over-the-counter market as reported
  by NASDAQ or a similar reporting service, or if no such quotations are
  available, the fair market price as determined by the Corporation (whose
  determination shall be conclusive).

                                     83
<PAGE>

     (e) If either of the following shall occur, namely:  (i) any consolidation
  or merger to which the Corporation is a party, other than a consolidation or a
  merger in which consolidation or merger the Corporation is a continuing
  corporation and which does not result in any reclassification of, or change
  (other than a change in par value or from par value to no par value or from
  no par value to par value, or as a result of a subdivision or combination) in,
  outstanding shares of the Common Stock, or (ii) any sale or conveyance to
  another corporation of the property of the Corporation as an entirety or
  substantially as an entirety in consideration for property or securities of
  such other corporations; then the holder of each share of Convertible
  Preferred Stock then outstanding shall have the right to convert such share
  into the kind and amount of shares of stock and other securities and property
  receivable upon such consolidation, merger, sale or conveyance by a holder of
  the number of shares of Common Stock issuable upon conversion of such share
  immediately prior to such consolidation, merger, sale or conveyance, subject
  to adjustments which shall be as nearly equivalent as may be practicable to
  the adjustments provided for in this paragraph 3.  In any such event,
  effective provision shall be made in the articles or certificate of
  incorporation of the resulting or surviving corporation or other corporation
  issuing or delivering such shares of stock or other securities or property or
  otherwise, so that the provisions set forth herein for the protection of the
  conversion rights of the Convertible Preferred Stock shall thereafter be
  applicable, as nearly as reasonably may be, to any such other shares of stock
  and other securities and property deliverable upon conversion of the
  Convertible Preferred Stock remaining outstanding or other convertible stock
  or securities received by the holders in place thereof; and any such resulting
  surviving corporation or other corporation issuing or delivering such shares
  or other securities or property shall expressly assume the obligation to
  deliver, upon the exercise of the conversion privilege, such shares of stock
  or other securities or property as the holders of the Convertible Preferred
  Stock remaining outstanding, or other convertible stock or securities received
  by the holders of the Convertible Preferred Stock remaining outstanding, or
  other convertible stock or securities received by the holders in place
  thereof, shall be entitled to receive, pursuant to the provisions hereof, and
  to make provision for the protection of the conversion right as above
  provided. In case shares, securities or other property other than Common Stock
  shall be issuable or deliverable upon conversion as aforesaid, then all
  references to Common Stock in this paragraph 3(e) shall be deemed to apply,
  so far as provided and as nearly as is reasonable, to any such shares of stock
  and other securities and property.  The provisions of this subparagraph (e)
  shall similarly apply to successive consolidations, mergers, sales or
  conveyances.

     (f) The Corporation covenants that it will at all times reserve and keep
  available, solely for the purpose of issue upon conversion of the shares of
  this Series, such number of shares of Common Stock as shall be issuable upon
  the conversion of all such outstanding shares; provided, that nothing
  contained herein shall be construed to preclude the Corporation from
  satisfying its obligations in respect of the Conversion of the shares by
  delivery of purchased shares of Common Stock which are held in the treasury
  of the Corporation.  For the purpose of this subparagraph (f), the full
  number of shares of Common Stock issuable upon the conversion of all
  outstanding shares of this

                                     84

<PAGE>

     Series shall be computed as if at the time of computation of such number
     of shares of Common Stock all outstanding shares of this Series were
     held by a single holder.

     The Corporation will endeavor to list the shares of Common Stock
     required to be delivered upon conversion of shares prior to such
     delivery on NASDAQ or each national securities exchange upon which the
     outstanding Common Stock is listed at the time of such delivery.

     The Corporation covenants that all shares of Common Stock which shall be
     issued upon conversion of the shares will upon issue be fully paid and
     non-assessable and not subject to any preemptive rights.

          (g)      Before taking any action which would cause an adjustment
     reducing the conversion price per share of this Series below the then
     par value of the Common Stock, the Corporation will take any corporate
     action which may, in the opinion of its counsel, be necessary in order
     that the Corporation may validly and legally issue fully paid and non-
     assessable shares of Common Stock at the conversion rate as so adjusted.
     If as a result of conversion of the shares of this Series it becomes
     necessary to authorize additional shares of Common Stock, the
     Corporation covenants that it will take such action at such time as is
     necessary by amendment of the Corporation's Articles of Incorporation.

          (h)     The Corporation shall pay any and all issue or other taxes
     payable in respect of any issue or delivery of shares of Common Stock
     upon conversion.  However, if any such certificate is to be issued in a
     name other than that of the holder of the share or shares converted, the
     person or persons requesting the issuance thereof shall pay to the
     Corporation the amount of any tax which may be payable in respect of any
     transfer involved in such issuance or shall establish to the
     satisfaction of the Corporation that such tax has been paid.

          (i)     Notwithstanding anything elsewhere contained in this
     Certificate, any funds which at any time shall have been deposited by
     the Corporation or on its behalf with any paying agent for the purpose
     of paying dividends on or the redemption price of any shares of this
     Series and which shall not be required for such purposes because of the
     conversion of such shares, as provided in this paragraph 3, shall be,
     upon delivery to the paying agent of evidence satisfactory to it of such
     conversion, after such conversion be repaid to the Corporation by the
     paying agent.

          (j)     In case:

               (i)     the Corporation shall take any action which would require
          an adjustment in the conversion rate pursuant to subparagraph (c)
          of this paragraph 3; or

               (ii)    the Corporation shall authorize the granting to the
          holders of its Common Stock of rights or warrants to subscribe for
          or purchase any shares of

                                      85

<PAGE>

         stock of any class or of any other rights and notice thereof shall
         be given to holders of Common Stock; or

          (iii)   there shall be any capital reorganization or
     reclassification of the Common Stock (other than a subdivision or
     combination of the outstanding Common Stock and other than a change in
     par value or from par value to no par value or from no par value to par
     value of the Common Stock), or any consolidation or merger to which the
     Corporation is a consolidation or merger to which the Corporation is a
     party and for which approval of any stockholders of the Corporation is
     required, or any sale or transfer of all or substantially all of the
     assets of the Corporation; or

          (iv)    there shall be a voluntary or involuntary dissolution,
     liquidation or winding up of the Corporation;

    then the Corporation shall cause to be filed with any conversion agent,
    and shall cause to be given to the holders of the shares of this Series
    at least ten business days prior to the applicable date hereinafter
    specified, a notice setting forth (x) the date on which a record is to be
    taken for the purpose of any distribution or grant to holders of Common
    Stock, or, if a record is not to be taken, the date as of which the
    holders of Common Stock of record to be entitled to such distribution or
    grant are to be determined or (y) the date on which such reorganization,
    reclassification, consolidation, merger, sale, transfer, dissolution,
    liquidation or winding-up is expected to become effective, and the date
    as of which it is expected that holders of Common Stock of record shall
    be entitled to exchange their shares of Common Stock for securities or
    other property deliverable upon such reorganization, reclassification,
    consolidation, merger, sale, transfer dissolution, liquidation or
    winding-up.  Failure to give such notice or any defect therein shall not
    affect the legality or validity of the proceedings described in clauses
    (i) through (iv) of this subparagraph (j).

    4.   VOTING.

     The shares of this Series shall not have any voting powers either general
 or special, except as provided by law.  In exercising any voting rights
 conferred by law, each share of Convertible Preferred Stock shall be entitled
 to one vote.

    5.   LIQUIDATION RIGHTS.

      Upon the dissolution, liquidation or winding-up of the
 Corporation, whether voluntary or involuntary, the holders of the shares of
 this Series shall be entitled to receive, before any payment or distribution
 of the assets of the Corporation or proceeds thereof (whether capital or
 surplus) shall be made to or set apart for the holders of the Common Stock or
 any other class or series of stock, the amount of $10.00 per share.  If, upon
 any liquidation, dissolution or winding-up of the Corporation, the assets of
 the Corporation, or proceeds thereof, distributable among the holders of
 shares of the Convertible Preferred Stock and any other class or series of
 Preferred Stock ranking on a parity with the Convertible Preferred Stock as
 to payments upon

                                      86

<PAGE>

 liquidation, dissolution or winding-up shall be insufficient to pay in full
 the preferential amount aforesaid, then such assets or the proceeds thereof,
 shall be distributed among such holders ratably in accordance with the
 respective amounts which would be payable on such shares if all amounts
 payable thereon were paid in full.  For the purposes of this paragraph 5, the
 voluntary sale, conveyance, lease, exchange or transfer (for cash, shares of
 stock, securities or other consideration) of all or substantially all the
 property or assets of the Corporation to, or a consolidation or merger of the
 Corporation with, one or more other corporations (whether or not the
 Corporation is the corporation surviving such consolidation or merger) shall
 not be deemed to be a liquidation, dissolution or winding-up, voluntary or
 involuntary.

      6.   NO PURCHASE, RETIREMENT OR SINKING FUND.

           The shares of this Series shall not be subject to the operation of
 any purchase, retirement or sinking fund.

      7.   STATUS.

      Shares of this Series which have been issued and reacquired in any manner
 by the Corporation shall, upon compliance with any applicable provisions of
 the Minnesota Business Corporation Act, have the status of authorized and
 unissued shares of Preferred Stock and may be reissued as a part of this
 Series or as part of a new series of Preferred Stock to be established by
 the Board of Directors or as part of any other series of Preferred Stock
 the terms of which do not prohibit such reissue; provided, however, that
 such shares may not be reissued as shares of this Series.

      8.   PRIORITY.

           The Common Stock and all other series of Preferred Stock
 of the Corporation, now or hereafter issued, shall rank junior to the
 Convertible Preferred Stock as to payment of dividends and as to
 distributions of assets upon liquidation, dissolution or winding up of the
 Corporation, whether voluntary or involuntary.

      9.   RELATIVE RIGHTS OF CONVERTIBLE PREFERRED STOCK.

      So long as any of the Convertible Preferred Stock is outstanding, the
 Corporation will not:

           (a)     Declare, or pay, or set apart for payment, or make any
 distribution in cash or other property on any other class or series of stock
 of the Corporation ranking junior to the Convertible Preferred Stock either
 upon liquidation, dissolution or winding-up, and will not redeem, purchase or
 otherwise acquire any shares of any such junior class or series if at the
 time of making such declaration, payment, distribution, redemption, purchase
 or acquisition the Corporation shall be in default with respect to any
 obligation to redeem shares of Convertible Preferred Stock which shall have
 been tendered for redemption; and

                                      87
<PAGE>


           (b)     Without the affirmative vote or consent of the holders of at
 least a majority of all the Convertible Preferred Stock at the time
 outstanding, voting separately as a class, given in person or by proxy,
 either in writing or by resolution adopted either at an annual meeting or
 special meeting called for the purpose, (i) authorize, create,  or issue, or
 increase the authorized or issued amount, of any class or series of stock
 ranking on a par with or prior to the Convertible Preferred Stock, upon
 liquidation, dissolution or winding-up or (ii) amend, alter or repeal
 (whether by merger, consolidation or otherwise) any of the provisions of the
 Corporation's Articles of Incorporation, or of the Certificate of
 Designation, Preferences and Rights of the Convertible Preferred Stock, so as
 to materially and adversely affect the preferences, special rights,
 privileges or powers of the Convertible Preferred Stock; provided, however,
 that the creation and issuance of other series of Preferred Stock ranking
 junior to the Convertible Preferred Stock shall not be deemed to materially
 and adversely affect such preferences, rights, privileges or powers.

      IN WITNESS WHEREOF, CHILDREN'S BROADCASTING CORPORATION has caused
 its corporate seal to be hereunto affixed and this Certificate of Designation
 of Preferences and Rights to be signed by its President and attested by its
 Secretary this 21st day of August, 1994.

                                                  CHILDREN'S BROADCASTING
                                                       CORPORATION

[Corporate Seal]                               By /s/ Christopher T. Dahl
                                                  -----------------------------
                                                      Christopher T. Dahl,
                                                      Chief Executive Officer
                                               60-568                      5080



Attest:


/s/ Lance W. Riley
------------------------------
Lance W. Riley, Secretary


                                      88

<PAGE>


                               State of Minnesota

                               SECRETARY OF STATE

                              CERTIFICATE OF MERGER

     I, JOAN ANDERSON GROWE, SECRETARY OF STATE OF MINNESOTA, CERTIFY THAT:
THE DOCUMENTS REQUIRED TO EFFECTUATE A MERGER BETWEEN THE ENTITIES LISTED
BELOW AND DESIGNATING THE SURVIVING ENTITY HAVE BEEN FILED IN THIS OFFICE ON
THE DATE NOTED ON THIS CERTIFICATE; AND THE QUALIFICATION OF THE INDIVIDUAL
MERGING ENTITIES TO DO BUSINESS IN MINNESOTA IS TERMINATED ON THE EFFECTIVE
DATE OF THIS MERGER.

     MERGER FILED PURSUANT TO MINNESOTA STATUTES, CHAPTER: 302A

     STATE OF FORMATION AND NAME OF MERGING ENTITIES:

          MN: CBC MERGER CORP.

          MN:  CHILDREN'S BROADCASTING CORPORATION

     STATE OF FORMATION AND NAME OF SURVIVING ENTITY:

          MN:  CHILDREN'S BROADCASTING CORPORATION

     EFFECTIVE DATE OF MERGER:  AUGUST 23, 1994

     NAME OF SURVIVING ENTITY AFTER EFFECTIVE DATE OF MERGER:

                         CHILDREN'S BROADCASTING CORPORATION

     THIS CERTIFICATE HAS BEEN ISSUED ON: AUGUST 23, 1994




                                   /s/ Joan Anderson Growe
                                   --------------------------------------------

[SEAL OF STATE OF MINNESOTA]


                                      89

<PAGE>

                               ARTICLES OF MERGER

                                     BETWEEN

            CHILDREN'S BROADCASTING CORPORATION AND CBC MERGER CORP.

   Pursuant to Section 302A.621 of the Minnesota Business Corporation Act, the
undersigned officer of Children's Broadcasting Corporation, Inc., a Minnesota
corporation (hereinafter referred to as the "Surviving Corporation"), which is
the owner of all of the outstanding capital stock of CBC Merger Corp., a
Minnesota corporation (hereinafter referred to as the "Subsidiary Corporation"),
hereby executes and files these Articles of Merger:

   FIRST:  The Plan of Merger is attached hereto as Exhibit A.

   SECOND:  The number of outstanding shares of each class and series of the
Subsidiary Corporation and the number of shares of each class and series owned
by the Surviving Corporation are as follows:

                                   Number of                 Number of Shares
  Designation of            Outstanding Shares of            Owned by Surviving
  Class & Series            Subsidiary Corporation             Corporation
-----------------           -----------------------          ------------------
  Common Stock                       one (1)                        one (1)
   no par value


     THIRD:  The Surviving Corporation is the sole shareholder of the Subsidiary
Corporation and there are no other shareholders to which to mail a copy of the
Plan of Merger.

     FOURTH:  The Plan of Merger has been duly approved by the Surviving
Corporation under Minnesota Statutes Section 302A.621.

     FIFTH:  The merger shall be effective on filing with the Minnesota
Secretary of State.

Dated:  August  22 , 1994.

                                    CHILDREN'S BROADCASTING
                                     CORPORATION


                                    By /s/ Christopher T. Dahl
                                       ----------------------------------------
                                       Christopher T. Dahl
                                       Its President and Chief Executive Officer


                                      90

<PAGE>

                          AGREEMENT AND PLAN OF MERGER


     AGREEMENT AND PLAN OF MERGER, dated as of this  22  day of August, 1994, by
and between Children's Broadcasting Corporation, a Minnesota corporation (the
"Survivor") and CBC Merger Corp., a Minnesota Corporation (the "Subsidiary").

     WHEREAS, Subsidiary is a wholly-owned subsidiary of the Survivor, and
Survivor and  Subsidiary desire that the Subsidiary merge with and into the
Survivor, and that the Survivor shall continue as the surviving corporation of
such merger, upon the terms and subject to the conditions set forth herein and
in accordance with Section 302A.621 of the Minnesota Business Corporation Act
(the "MBCA").

     WHEREAS, the respective Boards of Directors have approved this Agreement.

     NOW, THEREFORE, in consideration of the mutual agreements and covenants set
forth herein, the parties hereto agree to merge as follows:

                                    ARTICLE 1
                                     MERGER

     1.1  MERGER.  Subject to the terms and conditions of this Agreement, the
Subsidiary shall be merged with and into the Survivor (the "Merger") in
accordance with Sections 302A.601 and 302A.621 of the MBCA, and the separate
existence of the Subsidiary shall cease and the Survivor shall be the surviving
corporation and continue its corporate existence under the laws of the State of
Minnesota.

     1.2  EFFECT OF THE MERGER.  At the Effective Time of the Merger (as
hereinafter defined), the Survivor shall possess and succeed all the rights,
privileges, immunities and franchises, of a public as well as of a private
nature, of the Subsidiary; all property, real, personal and mixed, and all debts
due on any account, including subscriptions for shares, and all other chooses in
action, and every other interest of or belonging to or due to each of the
Subsidiary shall vest in the Survivor without any further act or deed; the title
to any real estate or any interest therein vested in the Subsidiary shall revert
to the Survivor by reason of the Merger; the Survivor shall be responsible and
liable for all the liabilities and obligations of the Subsidiary the Survivor; a
claim of or against or a pending proceeding by or against the Subsidiary may be
prosecuted as if the Merger had not taken place, or the Survivor may be
substituted in the place of the Subsidiary; and neither the rights of creditors
nor any liens upon the property of the Subsidiary or the Survivor shall be
impaired by the Merger.

     1.3  EFFECTIVE TIME OF THE MERGER.  The Merger shall become effective as of
the date and time (the "Effective Time of the Merger") the Articles of Merger of
the Subsidiary and the Survivor are filed with the Minnesota Secretary of State.


                                      91

<PAGE>


                                  ARTICLE 2
                    NAME, ARTICLES OF INCORPORATION, BYLAWS,
                     DIRECTORS AND OFFICERS OF THE SURVIVOR

     2.1  NAME OF SURVIVING CORPORATION.  The name of the surviving corporation
shall be "Children's Broadcasting Corporation."

     2.2  ARTICLES OF INCORPORATION.  The Articles of Incorporation of the
Survivor shall be the articles of incorporation of the surviving corporation
from and after the Effective Time of the Merger until amended thereafter as
provided therein or by law.

     2.3  BYLAWS.  The Bylaws of the Survivor shall be the Bylaws of the
surviving corporation from and after the Effective Time of the Merger until
amended thereafter as provided therein or by law.

     2.4  DIRECTORS AND OFFICERS.  The directors and officers of the Survivor at
the Effective Time of the Merger shall be the directors and officers,
respectively, of the surviving corporation from and after the Effective Time of
the Merger and shall hold office in accordance with the Articles of
Incorporation and Bylaws of the Survivor.

                                    ARTICLE 3
                        CANCELLATION OF SUBSIDIARY SHARES

      3.1  CANCELLATION OF ALL SUBSIDIARY SHARES.  At the Effective Time of the
Merger, each share of the Subsidiary's Common Stock issued and outstanding
immediately prior to the Effective Time of the Merger shall, by virtue of the
Merger and without any action on the part of the holder thereof, be canceled.
The Common Stock of the Subsidiary so canceled shall cease to exist as such.  No
shares of the Survivor stock shall be issued in respect thereto.

                                    ARTICLE 4
                                     GENERAL

     4.1  TERMINATION AND ABANDONMENT.  This Agreement may be terminated and the
Merger and other transactions herein provided for abandoned at any time prior to
the Effective Time of the Merger if the board of directors of the Survivor
determines that the consummation of the transactions provided for herein would
not, for any reason, be in the best interests of the Survivor and its
shareholders.

     4.2  AMENDMENT.  This Agreement may be amended at any time prior to the
Effective Time of the Merger with the mutual consent of the boards of Directors
of the Subsidiary and the Survivor.

     4.3  DEFERRAL.  Consummation of the transactions herein provided for may be
deferred by the board of directors of the Subsidiary and the Survivor, or any
authorized officer thereof for a reasonable period of time if the board of
directors of either corporation determines that such deferral would be in the
best interests of the Subsidiary, the Survivor or their respective shareholders.

                                      92


<PAGE>


      4.4  HEADINGS.  The headings set forth herein are inserted for convenience
or reference only and are not intended to be part of, or to affect the meaning
or interpretation of, this Agreement.

      4.5  COUNTERPARTS.  This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, and all of which, when
taken together, shall constitute one and the same instrument.

      4.6  GOVERNING LAW.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota without giving effect to the
principles of conflicts of law thereof.

      IN WITNESS WHEREOF, each of the parties hereto has caused
this Agreement to be executed on its behalf and attested by its officers
hereunto duly authorized, all as of the day and year first above written.


                                            SUBSIDIARY:

                                            CBC Merger Corp.


                                            By /s/ Christopher T. Dahl
                                               -----------------------
                                               Its President
                                                   -------------------
Attest:

/s/ Lance W. Riley
-------------------
Secretary
                                            SURVIVOR:

                                            Children's Broadcasting Corporation


                                            By /s/ Christopher T. Dahl
                                              ----------------------------
                                              Christopher T. Dahl
                                              Its President and Chief
                                              Executive Officer

Attest:

/s/ Lance W. Riley
-------------------
Lance W. Riley, Secretary

                                       93
<PAGE>
                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                       CHILDREN'S BROADCASTING CORPORATION


     The undersigned officer, on behalf of Children's Broadcasting
Corporation, a Minnesota corporation (the "Corporation"), hereby certifies
that an amendment to the Corporation's Articles of Incorporation has been
duly approved by the Company's Board of Directors and shareholders in
accordance with Sections 302A.135 and 302A.139 of the Minnesota Statutes.
Accordingly, Article IV is amended in its entirety to read as follows:

                                   ARTICLE IV

                                     CAPITAL

     The aggregate number of shares of stock which this corporation shall
have the authority to issue is twenty-five million (25,000,000) shares with a
par value of one cent ($0.01) per share.

     IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to the Articles of Incorporation to be executed this  31st day of
October, 1994.

                                 CHILDREN'S BROADCASTING CORPORATION


                                 By: /s/ Christopher T. Dahl
                                     ----------------------------------
                                     Its: President
                                          -----------------------------


                                       94
<PAGE>

                              ARTICLES OF AMENDMENT
                                       TO
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                       CHILDREN'S BROADCASTING CORPORATION


                    CHILDREN'S BROADCASTING CORPORATION, a corporation organized
and existing under the laws of the State of Minnesota (herein referred to as the
"Corporation"), in accordance with the provisions of Minnesota Statutes, Section
302A.139, does hereby certify that:

1.   Effective as of January 11, 1996, pursuant to the authority conferred upon
     the Board of Directors by Minnesota Statutes, Section 302A.402,
     Subdivision 3, the Board of Directors authorized and adopted in writing
     resolutions providing for a one (1) for two (2) "Combination," and the
     following is a true copy of such resolutions:

          RESOLVED, that there is hereby declared a Reverse Stock Split or
          Combination, pursuant to which every two (2) shares of issued and
          outstanding voting or nonvoting Common Stock, $.01 par value per
          share, and every two (2) shares of authorized but unissued voting
          or nonvoting Common Stock, $.01 par value per share, existing on
          the Combination Effective Date, shall be converted into one (1)
          share of Common Stock, $.02 par value per share; and every two
          (2) shares of Common Stock, $.01 par value per share issuable or
          reserved for issuance upon conversion of convertible preferred
          stock or upon exercise of outstanding stock options and stock
          purchase warrants, shall, as of the Combination Effective Date,
          be converted automatically into one (1) share of Common Stock,
          $.02 par value per share.

          FURTHER RESOLVED, that in order to effect the Combination,
          Article IV of the Corporation's Restated Articles of
          Incorporation is amended in its entirety as follows:

                                   Article IV
                                     Capital

                         The aggregate number of shares of stock which
               this corporation shall have the authority to issue is
               twelve million five hundred thousand (12,500,000)
               shares with a par value of two cents ($.02) per share.

                                       95
<PAGE>

          FURTHER RESOLVED, that such Combination shall be effected
          automatically on January 23, 1996, or such later date when the
          Amendment shall be filed with the Minnesota Secretary of state
          without further action by the Board of Directors or shareholders.

          FURTHER RESOLVED, that the appropriate officers are hereby
          authorized and directed to prepare, execute, acknowledge and file on
          the Combination Effective Date the Articles of Amendment to the
          Restated Articles of Incorporation of this Corporation together with
          any other document or instrument necessary in connection with such
          Combination; and to request shareholders to exchange their stock
          certificates representing shares of Common Stock held prior to the
          Combination for new certificates representing shares of Common Stock
          issued as a result of the Combination.

          FURTHER RESOLVED, that, promptly following the Combination
          Effective Date, the Corporation shall furnish the shareholders with
          the necessary materials and instructions to effect the exchange of
          their stock certificates in accordance with the Combination.

          FURTHER RESOLVED, that shareholders who after the Combination
          would otherwise be entitled to receive fractional shares of Common
          Stock, will, upon surrender of their stock certificates representing
          shares of Common Stock owned as of the Combination Effective Date,
          receive a cash payment in lieu thereof equal to the value of such
          fractional shares determined by reference to the average closing bid
          price of the Common Stock for a period of ten trading days
          immediately preceding the Combination Effective Date, as reported by
          the NASDAQ SmallCap Market.

          FURTHER RESOLVED, that certificates representing shares of
          Common Stock outstanding immediately prior to the Combination
          Effective Date which are subsequently presented for transfer will not
          be transferred on the books and records of the Corporation  until the
          certificates representing such shares of Common Stock have been
          exchanged of record for certificates representing shares of Common
          Stock reflecting the Combination.

          FURTHER RESOLVED, that in the event any certificate representing
          shares of Common Stock outstanding prior to the Combination is not
          presented for exchange upon request by the Corporation, any dividends
          that may be declared after the Combination Effective Date with
          respect

                                       96
<PAGE>

          to the Common Stock represented by such certificate will be
          withheld by the Corporation until such certificate has been properly
          presented for exchange.

          FURTHER RESOLVED, that the appropriate officers of the
          Corporation, be and they hereby are authorized and directed, upon
          filing of the Amendment pursuant to Minnesota Statutes, Section
          302A.402, to proceed promptly to carry out the foregoing Actions and
          to execute and file all documents and instruments and to take such
          other actions as such officers deem necessary and appropriate to
          complete the Combination in accordance with Minnesota Statutes,
          Chapter 302A.

          FURTHER RESOLVED, that the effective date of the above
          Resolutions shall be as of January 11, 1996.

2.        The foregoing amendment to Article IV of the Restated Articles of
          Incorporation will not adversely affect the rights or preferences of
          the holders of outstanding shares of any class or series of the
          Corporation's stock and will not result in the percentage of
          authorized shares that remains unissued after the Combination
          exceeding the percentage of authorized shares that were unissued
          before the Combination.

3.        The amendment to Article IV of the Restated Articles of Incorporation
          was adopted pursuant to Chapter 302A.

IN WITNESS WHEREOF, Children's Broadcasting Corporation has caused these
Articles of Amendment to be signed by its President this 18th day of January,
1996.

                                    CHILDREN'S BROADCASTING
                                    CORPORATION


                                    By:    /s/ Christopher T. Dahl
                                       --------------------------------
                                       Christopher T. Dahl
                                       President

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                       CHILDREN'S BROADCASTING CORPORATION
                       CERTIFICATE OF DESIGNATION OF STOCK


   The undersigned, being duly appointed Secretary of Children's Broadcasting
Corporation (the "Corporation), hereby certifies that the Board of Directors of
the Corporation, acting pursuant to the authority contained in Article V of the
Articles of Incorporation of the Corporation and the provisions of Chapter 302A,
Minnesota Statutes, took action by unanimous resolution on November 28, 1995,
and duly adopted the following resolutions to establish and designate 2,177,368
shares of Common Stock of the Corporation as Class A Common Stock.

                       DESIGNATION OF CLASS A COMMON STOCK

     RESOLVED, in accordance with Article V of the Articles of Incorporation of
     the Corporation and pursuant to Minnesota Statutes, Chapter 302A, the Board
     of Directors hereby establishes, designates and reserves from the
     Corporation's unauthorized and unissued shares of Common Stock, Class A
     Common Stock in the amount and the voting powers and other special rights
     as follows:

     SECTION 1. DESIGNATION AND AMOUNT.  The shares of such class of Common
     Stock shall be designated as "Class A Common Stock" and the number of
     shares constituting such class shall be 2,177,368.

     SECTION 2.  ALL OTHER RIGHTS.  Other than with respect to voting and
     conversion as set forth in Sections 3 and 4 below, the Class A Common
     Stock shall in all respects be equal and have the same rights as the
     Common Stock of the Corporation.

     SECTION 3.  VOTING RIGHTS.  Except as otherwise required by law, each
     outstanding share of Class A Common Stock shall not be entitled to vote
     on any matter on which the shareholders of the Corporation shall be
     entitled to vote and shares of Class A Common Stock shall not be included
     in determining the number of shares voting or entitled to vote on any such
     matter, provided that, notwithstanding the foregoing, holders of shares of
     Class A Common Stock shall be entitled to vote as a separate class on any
     amendment to the Certificate of Designation of Stock establishing such
     class and on any amendment, repeal or modification of any provision of the
     Articles of Incorporation of the Corporation that adversely affects the
     powers, preferences or special rights of holders of Class A Common Stock.
     Upon a conversion to Common Stock in accordance

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     with Section 4 below, the holders of Class A Common Stock shall have full
     voting rights with respect to the shares of Common Stock issued by virtue
     of the conversion.

     Section 4. Conversion.

     (a)  CONVERSION RIGHTS.  Subject to the provisions of this Section 4, each
          holder of Class A Common Stock shall be entitled to convert, at any
          time and from time to time, at its option, any or all of the shares of
          Class A Common Stock held by such holder into an equivalent number of
          shares of voting Common Stock, provided that if pursuant to any
          federal law, rule, regulation or regulatory policy such conversion
          would cause the broadcast or other media interests of the holder to be
          attributed to the Corporation, or the broadcast or other media
          interest of the Corporation to be attributed to the holder and, as a
          result of the attribution of such broadcast or other media interests,
          (i) the holder would be foreclosed from the ownership of voting
          securities of the Corporation, or (ii) the Corporation would be
          foreclosed from the ownership of its broadcast or media interests or
          from the acquisition of any additional broadcast or media interests,
          the Class A Common Stock shall not be convertible, except in such
          amount as would not cause such broadcast or media interests to be so
          attributable.

    (b)   CONVERSION PROCEDURES.  Each conversion of shares of Class A Common
          Stock into shares of Common Stock shall be effected by the surrender
          of the certificate or certificates representing the shares to be
          converted (the "Converting Shares") at the principal office of the
          Corporation (or such other office or agency of the Corporation as the
          Corporation may designate by written notice to the holders of Class A
          Common Stock) at any time during its usual business hours, together
          with written notice by the holder of such Converting Shares, stating
          that such holder desires to convert the Converting Shares, stating
          that such holder desires to convert the Converting Shares, or a stated
          number of the shares represented by such certificate or certificates,
          into an equal number of shares of Common Stock (the "Converted
          Shares").  Such notice shall also state the name or names (with
          addresses) and denominations in which the certificate or certificates
          for Converted Shares are to be issued and shall include instructions
          for the delivery thereof.  Promptly after such surrender and the
          receipt of such written notice, the Corporation will issue and deliver
          in accordance with the surrendering holder's instructions the
          certificate or certificates evidencing the Converted Shares issuable
          upon such conversion, and the Corporation will deliver to the
          converting holder a certificate (which shall contain such legends as

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          were set forth on the surrendered certificate or certificates)
          representing any shares which were represented by the certificate or
          certificates that were delivered to the Corporation in connection with
          such conversion, but which were not converted; provided, however, that
          the Corporation shall issue shares to persons other than those
          indicated on the certificate or certificates representing the
          Converting Shares only in compliance with the Securities Act of 1933,
          as amended, and any other applicable state or federal securities law.
          Such conversion, to the extent permitted by law, shall be deemed to
          have been effected as of the close of business on the date on which
          such certificate or certificates shall have been surrendered and such
          notice shall have been received by the Corporation, and at such time
          the rights of the holder of the Converting Shares as such holder shall
          cease and the person or persons in whose name or names the certificate
          or certificates for the Converted Shares are to be issued upon such
          conversion shall be deemed to have become the holder or holders or
          record of the Converted Shares.

     (c)  RESERVATION OF SHARES.  The Corporation shall at all times reserve and
          keep available out of its authorized but unissued shares of Common
          Stock or its treasury shares, solely for the purpose of issuance upon
          the conversion of shares of Class A Common Stock, such number of
          shares of Common Stock as are then issuable upon the conversion of all
          outstanding shares of Class A Common Stock.

     FURTHER RESOLVED, that the President and the Secretary of the Corporation
     are authorized and directed to take such further action as shall be
     necessary or required to carry into effect the intent of the foregoing
     resolution and they, or any of them, are authorized and directed to file a
     certificate of designation pursuant to Section 302A.401, Subd. 3 of the
     Minnesota Business Corporation Act with the Minnesota Secretary of State.

        IN WITNESS WHEREOF, Children's Broadcasting Corporation has caused this
     Certificate of Designation to be signed by Lance W. Riley, its Secretary,
     this 27th day of February, 1996.

                                       CHILDREN'S BROADCASTING
                                       CORPORATION



                                       /s/ Lance W. Riley
                                       ----------------------------
                                       Lance W. Riley, Secretary

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