SECURITIES AND EXCHANGE COMMISSION
                                          
                                          
                               WASHINGTON, D.C. 20549
                                          
                                          
                                      FORM 8-K
                                          
                                   CURRENT REPORT
                                          
                       PURSUANT TO SECTION 13 OR 15(d) OF THE
                          SECURITIES EXCHANGE ACT OF 1934
                                          
                                          
                                          
                          DATE OF REPORT: August 26, 1998
                 DATE OF EARLIEST EVENT REPORTED: July 30, 1998
                                          
                                          
                                          
                               HARMONY HOLDINGS, INC.
               (Exact name of registrant as specified in its charter)

           DELAWARE                   000-19577                95-4333330
           --------                   ---------                ----------
 (State or other jurisdiction   (Commission File No.)    (IRS Employer ID No.)
       of incorporation)


                724 FIRST STREET NORTH, MINNEAPOLIS, MINNESOTA 55401
                ----------------------------------------------------
                      (Address of principal executive offices)
                                          
                                          
                                   (612) 338-3300
                                   --------------
                (Registrant's telephone number, including area code)



ITEM 5.  OTHER EVENTS.

     (a)  On July 30, 1998, the Company and certain of its subsidiaries
entered into a $4,500,000 asset based revolving line of credit facility with
Heller Financial, Inc., a commercial lender.  The interest rate is based
upon published prime rate plus 1.5%.  The initial rate was 10%.  The loan is
also secured by all the Company's and certain of its subsidiaries' tangible and
intangible assets. The Company also entered into a term loan in the amount of
$500,000 with monthly payments of principal and interest. Interest on the term
loan is based upon published prime rate plus 1.5%.  The term loan has a balloon
balance due on July 31, 2001, and is secured by all of the Company's and certain
of its subsidiaries' tangible and intangible assets.

     (b)  Reference is made to the cautionary statements of the Registrant,
presented in the Registrant's Form 10-K for the fiscal year ended June 30, 1997,
filed on September 25, 1997, as amended.


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

     (c)  Exhibits

          10.1 Loan and Security Agreement by and between the Company and Heller
               Financial, Inc., dated July 30, 1998.



                                      SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated: August 26, 1998             HARMONY HOLDINGS, INC.



                         BY:       /s/ James G. Gilbertson
                                       James G. Gilbertson

                         ITS:      Chief Operating Officer



                                   EXHIBIT INDEX


      EXHIBIT
        NO.                                 DESCRIPTION
- --------------------------------------------------------------------------------
        10.1        Loan and Security Agreement by and between the Company and
                    Heller Financial, Inc., dated July 30, 1998.