SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549COMMISSION

FORMWASHINGTON, 8-KDC 20549

~~CURRENT~~FORM ~~REPORT~~8-K

PURSUANTCURRENT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934REPORT

Date of Report (Date of earliest event reported)		August 14, 2001
CTN MEDIA GROUP, INC.
Delaware	0-19997			13-3557317
(state of other jurisdiction of incorporation)	(Commission File Number)			(IRS Employer Identification No.)
3350 Peachtree Road, Suite 1500, Atlanta, Georgia 30326
	(Address of principal office)
Registrant's telephone number, including area code			(404) 256-4444
(Former name or former address, if changed since last report)

PURSUANT TO SECTION 13 OR 15(d)

~~Item~~OF 5.THE ~~Other~~SECURITIES ~~Events.~~EXCHANGE ACT OF 1934

~~Effective August~~Date ~~14,~~of ~~2001,~~Report ~~CTN Media Group, Inc.~~ (~~“CTN”)~~Date ~~amended~~of ~~its~~earliest ~~credit arrangement~~event ~~with LaSalle Bank National Association (“LaSalle”~~ reported)~~. On July 10, 2001, in conjunction with CTN’s sale of its~~ October ~~subsidiary~~ 31, ~~Market Place Media, CTN used $10.3 million of the proceeds from the transaction to permanently reduce the indebtedness owing under its revolving line of credit with LaSalle to $1.7 million.~~2001

~~The terms of the amended and restated credit agreement modify~~ CTN’s ~~revolving loan~~MEDIA ~~commitment with LaSalle to increase the amount available under the line of~~ ~~credit to $5 million~~GROUP, ~~maturing January 31, 2003 (the “Revolving Loan”)~~INC. ~~As of August 14, 2001, $1.7 million of indebtedness was outstanding under the new credit facility.~~

The Revolving Loan bears interest at either (i) the Base Rate which is equal to the greater of (a) the Federal Funds rate plus 0.50% or (b) the Prime Rate, plus 2.00% per year; or (ii) the Eurodollar Rate, plus 3.50% per year. The determination of whether to use the Base Rate or the Eurodollar Rate is at the option of CTN. A commitment fee of 0.50% per year on the unused portion of the facility is required. The Revolving Loan is due and payable in full on January 31, 2003 and is guaranteed by a negative pledge of the outstanding shares of stock of CTN owned by U-C Holdings, L.L.C., the majority stockholder of CTN (“Holdings”).

Delaware	0-199999	13-3557317
(state of other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

The amended3350 andPeachtree restatedRoad credit agreement contains financial covenants thatNE, among otherSuite restrictions1500, require the maintenance of certain financial ratios and cash flowsAtlanta, restrictGeorgia asset purchases, dividend payments or distributions and accelerate the maturity upon a change in control of CTN.30326

~~Item~~(Address of 7.principal ~~Financial Statements And Exhibits.~~office)

Registrant’s telephone number, including area code (a404) ~~None.~~ 256-4444

(bFormer name or former address, if changed since last report) ~~None.~~

~~(c) Exhibit~~ITEM No5. ~~Description of~~ ~~Exhibit~~OTHER EVENTS.

~~2.1~~ On ~~Amended~~October ~~and~~31, ~~Restated~~2001, ~~Credit~~CTN ~~Agreement~~Media Group, ~~dated~~Inc. asissued a press release announcing the resignation of ~~August~~Jason ~~14,~~Elkin from ~~2001,~~his byposition ~~and~~as ~~between~~Chairman ~~CTN~~of ~~Media~~the ~~Group,~~Board ~~Inc~~and Chief Executive Officer of CTN., Mr. ~~formerly~~Elkin ~~known~~will ascontinue ~~College~~to ~~Television~~serve on ~~Network,~~CTN’s ~~Inc~~Board of Directors. A ~~and~~copy ~~LaSalle~~of the ~~Bank~~press ~~National~~release ~~Association~~is attached as Exhibit 99.1.

~~SIGNATURE~~ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

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.

	Exhibit No.		Description

	99.1		Press Release dated October 31, 2001.

August 23, 2001	CTN MEDIA GROUP, INC.
	By:	/s/ Jason Elkin
		Jason Elkin,
		Chief Executive Officer and Chairman of the Board

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.

November 6, 2001	CTN MEDIA GROUP, INC.



	By:	/s/ Neil H. Dickson
		Neil H. Dickson
		Chief Operating Officer and Treasurer

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