AS FILED WITH THE SECURITIES AND EXCHANGE
                    COMMISSION ON SEPTEMBER 21, 2000

                                    Registration No. 333-
-----------------------------------------------------------------

                  SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                               FORM S-8
                        REGISTRATION STATEMENT
                                UNDER
                     THE SECURITIES ACT OF 1933

                     FIRST ENTERTAINMENT HOLDING CORP.
                    ----------------------------------
           (Exact name of registrant as specified in its charter)


        Nevada                               84-0974303
-----------------------------------------------------------------
(State or other jurisdiction of         (I.R.S. Employer
                                          Identification No.)
incorporation or organization)


     5495 Marion Street, Denver, Colorado               80216
-----------------------------------------------------------------
(Address of Principal Executive Offices)              (Zip  Code)

                     FIRST ENTERTAINMENT HOLDING CORP.
                        COMPENSATION PLAN - 2000E
                       (Full titles of the plans)

                       Douglas R. Olson, President
                    First Entertainment Holding Corp.
                           5495 Marion Street
                          Denver, Colorado 80216
----------------------------------------------------------------
                (Name and address of agent for service)

                            (303) 382-1500
----------------------------------------------------------------
  (Telephone number, including area code, of agent for service)

                              Copy to:

                       Alan L. Talesnick, Esq.
                       Francis B. Barron, Esq.
                           Patton Boggs LLP
                   1660 Lincoln Street, Suite 1900
                        Denver, Colorado 80264
                            (303)830-177




                     CALCULATION OF REGISTRATION FEE

<TABLE>
Title Of               Proposed        Proposed
Securities  Amount     Maximum         Maximum         Amount of
To Be       To         Offering        AggregateOf     Registration
Registered  Registered Price Per Unit  Offering Price  Fee
<S>         <C>        <C>             <C>           <C>
Common Stock, 5,000,000  $0.075 (2)      $375,000     $99
$.008 par     shares (1)
value

</TABLE>

(1)   Consists of 5,000,000 shares issuable pursuant to the Company's
Compensation Plan - 2000E (the "Stock Plan").

(2)   The Proposed Maximum Aggregate Offering Price was calculated
pursuant to Rule 457(h) using the average of the high and low reported
sales prices of the Company's common stock on the OTC Bulletin Board
on September 15, 2000 which is within five business days of the date
of filing (September 21, 2000) of this Registration Statement because
options and shares have not yet been granted under the Stock Plan.


                               PART I

         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

    This registration statement relates to two separate
prospectuses.

     Items 1 and 2 of this Part I, and the documents incorporated
herein by reference pursuant to Item 3 of Part II of this Form S-8,
constitute the first prospectus relating to issuances to our
employees, consultants and others of up to 5,000,000 shares of common
stock pursuant to our Compensation Plan - 2000E (the "Stock Plan").
Pursuant to the requirements of Form S-8 and Rule 428, we will
deliver or cause to be delivered to plan participants any required
information as specified by Rule 428(b)(1).  The second prospectus,
referred to as the re-offer prospectus, relates to the reoffer or
resale of any shares which are deemed to be control securities or
restricted securities under the Securities Act of 1933.

                               PROSPECTUS

Item 1.     Plan Information

                       STOCK PLAN INFORMATION

     We established the Stock Plan effective September 12, 2000 to
provide us with flexibility and to conserve our cash resources in
compensating certain of our technical, administrative and
professional employees and consultants and to supplement prior stock
option plans.  The issuance of shares under the Stock Plan is
restricted to persons and firms who are closely-related to us and
who provide services in connection with the development, production
of our products or otherwise in connection with our business.  The
Stock Plan authorizes us to issue up to 5,000,000 shares of our common
 stock.  Shares must be issued only for bona fide services and may not
be issued under the Stock Plan for services in connection with the
offer and sale of securities in a capital-raising or capital promoting
transaction.  Shares are awarded under the Stock Plan pursuant to
individually negotiated compensation contracts as determined and/or
approved by the Stock Plan committee.  The eligible participants
include directors, officers, employees and non-employee consultants
and advisors.  Subject to the restriction that shares may not be
awarded under the Stock Plan to persons owning beneficially or of
record ten percent (10%) or more of our then outstanding shares or who
would own such amount of shares as a result of an award under the
Stock Plan, there is no limit as to the number of shares which may
be awarded to a single participant.  We anticipate that a substantial
portion of the remaining shares to be issued under the Stock Plan
will be issued as compensation to our technical consultants,
attorneys, and advisors who provide development services in the
development and testing of our various products and services.

      The Stock Plan does not require restrictions on the
transferability of shares issued thereunder.  However, such shares
may be restricted as a condition to their issuance where the Board Of
Directors deems such restrictions appropriate.  The Stock Plan is not
subject to the Employee Retirement Income Securities Act of 1974
("ERISA").  Shares awarded under the Stock Plan are intended to be
fully taxable to the recipient as earned income.

      We will provide without charge, upon written or oral request,
the documents incorporated by reference in Item 3 of Part II of
this Registration Statement.  These documents are incorporated by
reference in the Section 10(a) prospectus.  We will also provide
without charge, upon written or oral request, all other documents
required to be delivered to employees pursuant to Rule 428(b).
Any and all such requests shall be directed to the Company at its
principal office at 5495 Marion Street, Denver, Colorado 80216,
attention: President.

      THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED
ON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS.  ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

      No person has been authorized by us to give any information
or to make any representation other than as contained in this
prospectus and, if given or made, such information or representation
must not be relied upon as having been authorized by us.  Neither the
delivery of this prospectus nor any distribution of the shares of
the common stock issuable under the terms of the Stock Plan shall,
under any circumstances, create any implication that there has been
no change in our affairs since the date hereof.

      Our principal offices are located at 5495 Marion Street,
Denver, Colorado 80216; telephone (303) 382-1500.

      THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
SECURITIES IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER IN SUCH STATE.


                                                   REOFFER PROSPECTUS


                FIRST ENTERTAINMENT HOLDING CORP.
                5,000,000 Shares Of Common Stock



      This prospectus relates to the transfer of up to 5,000,000
shares of common stock of First Entertainment Holding Corp. by the
selling stockholders identified in this prospectus.  The shares will
be acquired by the selling stockholders pursuant to grants of stock
and options under our Compensation Plan - 2000E (the "Stock Plan").

      The selling stockholders have not entered into any
underwriting arrangements.  The prices for the shares that may be
sold pursuant to this prospectus may be the market prices prevailing
at the time of transfer, prices related to the prevailing market
prices, or negotiated prices. Brokerage fees or commissions may be
paid by the selling stockholders in connection with sales of our
shares.  We will not receive any of the proceeds from the sale of
these shares.  We may, however, receive proceeds from the exercise,
if any, of options to purchase shares of common stock that may be
granted under the Stock Plan.

      Our common stock is quoted on the OTC Bulletin Board under the
symbol "FTET".  On September 18, 2000, the closing price of the
common stock was $0.08 per share.

      Investing in our shares involves certain risks.  See the "Risk
Factors" section beginning on page 4.

      Neither the Securities And Exchange Commission nor any state
securities commission has approved or disapproved of these securities
or determined if this prospectus is truthful or complete.  Any
representation to the contrary is a criminal offense.

        The date of this prospectus is September 21, 2000.
















             ________________________________________

                       TABLE OF CONTENTS
            ________________________________________

PROSPECTUS SUMMARY                                3

RISK FACTORS                                      4

THE COMPANY                                       6

PROSPECTIVE SELLING STOCKHOLDERS                  7

PLAN OF DISTRIBUTION                              8

LEGAL MATTERS                                     8

EXPERTS                                           9

INDEMNIFICATION                                   9

AVAILABLE INFORMATION                             9

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE  10





                       PROSPECTUS SUMMARY

      The following summary highlights information contained in this
prospectus.  In addition to reviewing this summary, you should read
this entire prospectus carefully, including the "Risk Factors"
section.  All Information included in this prospectus, and
incorporated by reference into this prospectus, should be considered
before investing in the common stock.



The Company

     We engage in, or hold controlling interests in entities that
engage in, radio, live entertainment and internet related businesses.
Through our Quality Communications, Inc. subsidiary, we operate an FM
radio station in Gillette, Wyoming that plays contemporary country
music. Through our Comedy Works, Inc. subsidiary, we operate a comedy
club in downtown Denver, Colorado.  Through our F2 Market, Inc.
subsidiary, we engage in internet-related businesses.  In April 2000,
we signed a letter of intent to sell our radio operations.  Although
the term of the letter of intent has expired, we continue to attempt
to sell the stations to the proposed buyer in the letter of intent or
other parties.

The Offering
The selling stockholders may sell a total of up to 5,000,000 shares
of common stock.  The shares will be acquired by the selling
stockholders pursuant to our Stock Plan.

The shares may be sold at market prices or other negotiated prices.
The selling stockholders have not entered into any underwriting
arrangements for the sale of the shares.
We will not receive any proceeds from the sale of common stock by the
selling stockholders. If the options are issued to the selling
stockholders and subsequently exercised, we will use the proceeds
from those exercises for general and administrative expenses and
working capital.

Proposed Name Change
In May 2000, we determined to recommend to the stockholders for their
approval that our name be changed to "F2 Network Inc."  We anticipate
that the proposed name change will be voted upon by the stockholders
at a meeting that currently is anticipated to be held in the fourth
quarter of 2000.

Company Offices
Our offices are located at 5495 Marion Street, Denver, Colorado
80216, telephone number (303) 382-1500.


                          RISK FACTORS

      PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER, TOGETHER WITH
THE OTHER INFORMATION IN THIS PROSPECTUS OR INCORPORATED BY REFERENCE
INTO THIS PROSPECTUS, THE FOLLOWING FACTORS THAT AFFECT US.

Our auditor's report contains a "going concern" qualification.

      The independent certified public accountants' report on our
financial statements contains an explanatory paragraph, which, in
general, indicates that we have suffered recurring losses from
operations, have a working capital deficiency and have defaulted on a
substantial portion of our debt.  These conditions raise substantial
doubt about our ability to continue in business.  Our plans to
address this issue include obtaining additional financing, and/or
extending our existing debt obligations, and/or obtaining additional
equity capital and ultimately achieving profitable operations.  There
is no assurance that we will be successful in these plans.  In April
1999, we were successful in obtaining financing from the First
National Bank of Gillette to pay debt to a creditor totaling
$125,000, which came due on March 31, 1999.  The financial statements
do not include any adjustments that might result from the going
concern uncertainties.

The multimedia entertainment business is speculative in nature.

      Profits, if any, from the businesses in which we engage are
dependent on widespread public acceptance of, and interest in, each
creative project undertaken by our various segments.  Audience appeal
depends upon factors which cannot be ascertained reliably in advance
and over which we may have no control, including, among other things,
unpredictable critical review, positioning in the market and
changeable public tastes.  Due to factors such as the
unpredictability of audience appeal, many of our completed projects
may fail to generate sufficient revenues to recover their costs of
acquisition, development, production and distribution.  We may not
recoup all or any portion of our investment in a particular project,
and cannot guarantee that any project will yield us profits.

The inability to protect our property rights could hurt our business.

      Although we have developed, and continue to develop, our own
internet content and products, we have entered into license
agreements with respect to other internet products.  We cannot
guarantee that these license rights will provide us with significant
protection from competitors.  Property rights protection generally is
uncertain, and involves complex legal and factual questions.  To
date, there has emerged no consistent policy regarding the breadth of
claims allowed in connection with such property rights protection.
Therefore, we cannot assure that any rights licensed to us will
afford protection against competitors with similar technologies and
that we will have the financial resources necessary to enforce our
property rights.

      Even though we have licenses, under the terms of our license
agreements, we generally are responsible for protecting the
intellectual property rights subject to these agreements.  Challenges
may be instituted by third parties as to the validity, enforceability
and infringement of the rights.  The out of pocket costs, as well as
the lost time of management, associated with litigation to defend any
challenge to uphold the validity and enforceability and prevent
infringement of our licensed rights can be substantial.  We may also
be required to obtain additional licenses from others to continue to
refine, develop, and market new products.  We may not be able to
obtain any such licenses on commercially reasonable terms or at all
or that the rights granted pursuant to any licenses will be valid and
enforceable.  As a result of these possible factors, we may incur
substantial expenses to protect property rights.  This would result
in increased losses or reduced profits and also distract management
from pursuing more productive activities for us.

We need additional funding to sustain our operations.

     In order to continue to pursue our business plans fully, we will
need additional funding.  We do not have a steady source of revenue
to provide funding to sustain operations.  The availability of a
reliable source of revenue to sustain our operations is beyond our
control.  If we do not obtain additional funding, we may have to cut
back or cease our businesses, leading to additional losses and
decreased stock prices.

Intense competition could adversely impact our business.

      We compete in the areas of radio broadcasting, comedy club
operation and internet related businesses with other companies.  Many
of our competitors have substantially larger financial and other
resources than us.  In the internet area, companies with greater
financial resources than us have not been able to generate positive
cash flow or profits from operating internet related businesses.
From time to time, there may be competition for, and shortage of,
broadcasting talent and comedians, and internet content and qualified
computer technicians.  We may therefore not be able to attract the
best available talent required to develop our businesses.  This
competition and these shortages could lead to an increase in costs
that could adversely affect us by increasing losses or reducing
profits.  We also compete with other companies for advertising on our
radio station and internet portal.  Our internet revenues are based
on the ability to attract advertisers.  In addition, the low cost of
entering internet related businesses may result in additional
competition in the future. All of these factors could lead to our
incurring higher costs and receiving lower revenues so that our
losses increase.

Technology changes could lead to competitive disadvantages and
additional costs.

     The internet related businesses in which we operate and intend
to operate are characterized by rapid and significant technological
advancements and introductions of new products and services using new
technologies.  As new technologies develop, we may be placed at a
competitive disadvantage, and competitive pressures may force us to
implement those new technologies at a substantial cost.  If other
companies implement new technologies before us, those companies may
be able to provide enhanced capabilities and superior quality
compared with what we are able to provide.  We cannot ascertain that
we will be able to respond to these competitive pressures and
implement new technologies on a timely basis or at an acceptable
cost.  This could attract our customers to competitors, reducing our
revenues.  The possibility of increased costs to keep up with
technological advancements and reduced revenues if customers depart
would lead to increased losses or reduced profits.

Limited liquidity in our common stock makes resales difficult.

     There may be no ready market for our shares and an investor
cannot expect to liquidate his investment regardless of the necessity
of doing so.  Historically, there has been an extremely limited
public market for our shares.  We cannot predict that the market will
be sustained or will expand.  The prices of our shares are highly
volatile.  Due to the low price of the securities, many brokerage
firms may not effect transactions and may not deal with low priced
securities as it may not be economical for them to do so.  This could
have an adverse effect on developing and sustaining the market for
our shares.  In addition, there is no assurance that an investor will
be in a position to borrow funds using our shares as collateral
because lenders may require a more liquid form of security.

Penny stock regulations limit the liquidity of our stock.

     The SEC has adopted rules that regulate broker-dealer practices
in connection with transactions in "penny stocks".  Generally, penny
stocks are equity securities with a price of less than $5.00 (other
than securities registered on some national securities exchanges or
quoted on the Nasdaq system).  If our shares are traded for less than
$5 per share, as they currently are,  the shares will be subject to
the SEC's penny stock rules unless (1) our net tangible assets exceed
$5,000,000 during our first three years of continuous operations or
$2,000,000 after our first three years of continuous operations; or
(2) we have had average revenue of at least $6,000,000 for the last
three years.  We do not meet these requirements.  As a result, market
transactions in our shares are subject to the penny stock rules.  The
penny stock rules require a broker-dealer, prior to a transaction in
a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document prescribed by the SEC that
provides information about penny stocks and the nature and level of
risks in the penny stock market.  The broker-dealer also must provide
the customer with current bid and offer quotations for the penny
stock, the compensation of the broker-dealer and its salesperson in
the transaction and monthly account statements showing the market
value of each penny stock held in the customer's account. In
addition, the penny stock rules require that prior to a transaction
in a penny stock not otherwise exempt from those rules, the broker-
dealer must make a special written determination that the penny stock
is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction.  These requirements
may have the effect of reducing the level of trading activity in the
secondary market for a stock that becomes subject to the penny stock
rules.  As long as our shares are subject to the penny stock rules,
the holders of our shares may find it difficult to sell our shares.

Forward-Looking Statements And Associated Risks

     This prospectus contains forward-looking statements.  These
statements include:

      *     our growth strategies,
      *     our products and planned products,
      *     the need for additional financing,
      *     the need for and uncertainty with respect to
            necessary regulatory clearances,
      *     commercial acceptance of our products and planned
            products, and
      *     our ability to successfully commercialize our
            products and to achieve profitability in general.

      These forward-looking statements are based largely on our
expectations and are subject to a number of risks and uncertainties,
some of which are beyond our control.  Actual results could differ
materially from these forward-looking statements as a result of the
factors described in this prospectus, including the "Risk Factors"
section.  These factors include regulatory, financial, market or
general economic influences.  In light of these risks and
uncertainties, there can be no assurance that the forward-looking
statements contained in this prospectus will in fact transpire or
prove to be accurate.

                          THE COMPANY

      On December 15, 1997, we changed our state of incorporation
from Colorado to Nevada and changed our name to First Entertainment
Holding Corp.  We were originally incorporated under the laws of
Colorado on January 17, 1985.  In May 2000, we determined to change
our name to "F2 Network Inc.", subject to stockholder approval, which
has not yet been obtained.  We anticipate that the proposed name
change will be voted upon by the stockholders at a stockholders
meeting currently planned for the fourth quarter of 2000.

      Currently, we operate or hold controlling interests in three
active and two non-operating business segments.  The three active
segments are known as "Radio", "Live Entertainment" and "Internet".
The non-operating segments are known as "Film", "Video", and
"Retail".  Initially, our business consisted of the production of
pre-recorded travel guides and special interest videos.  In 1987, we
entered the radio broadcasting business by acquiring Quality
Communications, Inc., a Wyoming corporation pursuant to which we
operate the radio segment of our business.  In April 2000, we entered
into a letter of intent to sell our radio operations.  Although the
deadline for entering into a definitive agreement with the proposed
buyer has passed, we continue to attempt to sell the stations to that
or other potential buyers.  In 1992, we acquired a controlling
interest in First Films, Inc. ("First Films"), a publicly held
Colorado corporation, under which our live entertainment operations
currently are undertaken and under which our film production
activities previously were undertaken.  Since early 1999, we have
been developing relationships with Internet content providers,
advertisers and gaming companies in an attempt to create an Internet
site with links to entertainment and gaming content and to provide
Internet site development to other parties.  In addition, we have
been developing our own content in order to establish an Internet
portal emphasizing entertainment with links to other web sites.  The
site is located at www.FirstEntertainment.com.

      This prospectus relates to the resale of shares which may be
acquired by our employees or consultants pursuant to the Stock Plan,
or that may be acquired by employees or consultants upon exercise of
options that may be granted under the Stock Plan.

                  PROSPECTIVE SELLING STOCKHOLDERS

      There are an aggregate of 5,000,000 shares of common stock
reserved for issuance under the Stock Plan.  The shares are covered by
a registration statement on Form S-8 that we filed with the SEC on the
date of this prospectus.  This prospectus is a part of that
registration statement.

      As of the date of this prospectus, no shares or options have been
granted pursuant to the Stock Plan.  This prospectus covers the resale
of up to 690,000 shares that may be acquired in the future by our
directors and officers through grants under the Stock Plan and upon the
exercise of options granted under the Stock Plan.

      The following table sets forth the name and position of each
prospective selling stockholder, each of whom is a director or
executive officer of our Company; the number of shares of common stock
owned as of the date of this prospectus, including shares which may be
acquired pursuant to the exercise of outstanding options; the number of
shares covered by this prospectus; and the number of shares and the
percentage of all outstanding shares owned assuming the sale of all the
shares covered by this prospectus.




<TABLE>
                             Shares              Shares      Percentage
                             Owned               Owned       Of Class
                             Prior TO   Shares   After       After
Name          Position       Offering   Offered  Offering    Offering
<S>         <C>             <C>        <C>      <C>         <C>
Doug Olson   President,      2,345,710  230,000 2,015,710     5.7%
             Chief Operating   (1) (2)       (1)
             Officer and
             Director

Howard Stern Chief Executive 2,181,459  230,000 1,951,459     5.5%
             Officer and       (1) (3)       (1)
             Director

William      Director          475,000        0   475,000     1.4%
Rubin                              (4)                 (4)

Wende Curtis Secretary          79,349        0    79,349       *
                                   (5)                 (5)

Michael      Chief           1,693,341  230,000 1,463,341     4.2%
Marsowicz    Technology        (1) (6)       (1)       (6)
             Officer and
             Director

<CAPTION>
Total Offered                           690,000


*Less than one percent.
(1)   Includes 230,000 shares that are anticipated to be issued
pursuant to the Stock Plan as payment of compensation in the
future.
(2)   Includes outstanding options to purchase a total of 1,250,000
shares of common stock.
(3)   Includes outstanding options to purchase a total of 1,212,500
shares of common stock.
(4)   Includes outstanding options to purchase a total of 275,000
shares of common stock.
(5)   Includes outstanding options to purchase a total of 50,000 shares
of common stock.
(6)   Includes outstanding options to purchase a total of 1,125,000
shares of common stock.
</CAPTION>
</TABLE>



                           PLAN OF DISTRIBUTION

      The 5,000,000 shares covered by this prospectus will be offered,
if at all, by certain of our stockholders, and not by us.  If any of
these shares are sold by a prospective selling stockholder, they will
be sold on behalf of that person and we anticipate that the shares may
be offered pursuant to direct sales to private persons and in open
market transactions.  The prospective selling stockholders may offer
the shares to or through registered broker-dealers who will be paid
standard commissions or discounts by the prospective selling
stockholders.  The prospective selling stockholders have not informed
us of any agreements with brokers to sell any or all of the shares
which may be offered hereby.

                           LEGAL MATTERS

     Patton Boggs LLP, Denver, Colorado, has acted as our counsel in
connection with this offering and has rendered an opinion concerning
the validity of our shares offered by this prospectus.

                              EXPERTS

     The audited financial statements appearing in our Annual Report
on Form 10-KSB for the year ended December 31, 1999 have been audited
by Gordon, Hughes & Banks, LLP, independent certified public
accountants.  These financial statements are incorporated into this
prospectus by reference in reliance upon the report of the
accountants included with the financial statements and upon the
authority of the accountants as experts in auditing and accounting.

                            INDEMNIFICATION

      Section 78.7502(3) of the Nevada General Corporation Law (the
"Nevada Code") provides for mandatory indemnification by a
corporation of expenses, including attorneys' fees, incurred by a
director or officer in connection with any proceeding brought by
reason of his position as a director or officer, so long as he
was successful, on the merits or otherwise, in defense of a
proceeding.

      In addition, Section 78.7502(1) of the Nevada Code permits a
corporation to indemnify a person who is party to a proceeding or
threatened proceeding, other than an action by or in the right of
the corporation (a "Derivative Action"), because of his status as a
director, officer, employee or agent of a corporation if "he acted
in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful."

      In a Derivative Action or threatened Derivative Action, Section
78.7502(2) of the Nevada Code permits indemnification if the person
acted in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the corporation.  However,
no indemnification is allowed if the person is ultimately adjudged to
be liable to the corporation unless a court of competent jurisdiction
rules that, in view of the facts and circumstances of the case, the
person is fairly and reasonably entitled to indemnification.

      Our articles of incorporation provide that directors and
officers shall be indemnified to the full extent permitted by
the Nevada Code. Our bylaws provide that no director or officer shall
be liable to us for his acts or omissions resulting in a loss to us,
except in cases where the act or omission resulted from his
willful misconduct, willful neglect or gross negligence.  The bylaws
also provide that we may purchase and maintain liability insurance on
behalf of any director, officer, employee or agent regardless of
whether he may be indemnified pursuant to other provisions of the
bylaws.

                  AVAILABLE INFORMATION

      This prospectus is part of the registration statement on
Form S-8, together with all amendments and exhibits, under the
Securities Act of 1933 that we filed with the SEC.  The
registration statement contains information that is not included
in this prospectus.

      Statements contained in this prospectus as to the contents of
any contract or other document are not necessarily complete, and, in
each instance, reference is made to the copy of the particular
contract or document filed as an exhibit to the registration
statement.  Each statement concerning a document that is filed as an
exhibit is qualified in all respects by reference to the copy of the
document filed as an exhibit. For further information with respect to
our business, please refer to the registration statement.

      In accordance with the requirements of the Securities Exchange
Act of 1934, as amended, we file reports, proxy statements and other
information with the SEC.  These reports, proxy statements and other
information can be read and copied at the Public Reference Room
maintained by the SEC at the following addresses:

      *     450 Fifth Street, N.W., Washington, D.C. 20549,
            Room 1024
      *     500 West Madison Street, Suite 1400, Chicago,
            Illinois 60661-2511
      *     7 World Trade Center, New York, New York 10048

      Copies of these materials also can be obtained at prescribed
rates by writing to the SEC, Public Reference Section, 450 Fifth
Street, N.W., Washington, D.C. 20549.  You may obtain information
concerning the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330.  In addition, materials we file electronically
with the SEC are available at the SEC's Internet web site at
http://www.sec.gov.

            INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents that previously were, or are required in
the future to be, filed with the SEC (File No. 0-15435) pursuant to the
Exchange Act are incorporated herein by reference:

      *     Our Annual Report on Form 10-KSB for the year ended
            December 31, 1999;

      *     Our Quarterly Reports on Form 10-QSB for the quarters
            ended June 30, 2000 and March 31, 2000;

      *     the description of the common stock contained in our
            registration statement on Form 8-A as filed with the
            SEC on February 26, 1987; and

      *     all documents filed by us pursuant to Sections 13(a),
            13(c), 14 or 15(d) of the Exchange Act subsequent to
            the date of this prospectus and prior to the
            termination of the offering made hereby.

      Any statement contained in a document incorporated by
reference into this prospectus shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that such
statement is modified or replaced by a statement contained in this
prospectus or in any other subsequently filed document that also is
or is deemed to be incorporated by reference into this prospectus.
Any such statement so modified or superseded shall not be deemed,
except as so modified or replaced, to constitute a part of this
prospectus.  We will provide without charge to each person to whom a
copy of this prospectus has been delivered, upon the written or oral
request of any such person, a copy of any or all of the documents
referred to above that have been or may be incorporated in this
prospectus by reference, other than exhibits to such documents.
Written or oral requests for such copies should be directed to
Douglas R. Olson, President, First Entertainment Holding Corp.,
5495 Marion Street, Denver, Colorado 80216, (303) 382-1500.

                                PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation Of Documents By Reference.

      The documents listed in (i) through (iv) below are
incorporated by reference in the registration statement.  All
documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in
the registration statement and to be part thereof from the date of
the filing of such documents.

      (i)  the Company's Annual Report on Form 10-KSB for the
           year ended December 31, 1999;

     (ii)  the Company's Quarterly Reports on Form 10-QSB for the
           quarters ended June 30, 2000 and March 31, 2000;

    (iii)  the description of the Company's common stock
           contained in the Company's registration statement on
           Form 8-A as filed with the SEC on February 26, 1987;
           and

     (iv)  all documents filed by the Company pursuant to
           Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
           subsequent to the date of this prospectus and prior to
           the termination of the offering made hereby.

Item 4.  Description Of Securities.

      Not Applicable.

Item 5.  Interest Of Named Experts And Counsel.

      Not Applicable.

Item 6.  Indemnification Of Officers And Directors.

      Section 78.7502(3) of the Nevada General Corporation Law
provides for mandatory indemnification by a corporation of expenses,
including attorneys' fees, incurred by a director or officer in
connection with any proceeding brought by reason of his position as
a director or officer, so long as he was successful, on the merits or
otherwise, in defense of a proceeding.

      In addition, Section 78.7502(1) of the Nevada Code permits a
corporation to indemnify a person who is party to a proceeding or
threatened proceeding, other than an action by or in the right of
the corporation, because of his status as a director, officer,
employee or agent of a corporation if "he acted in good faith and I
n a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful."

      In a derivative action or threatened derivative action,
Section 78.7502(2) of the Nevada Code permits indemnification if
the person acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the
corporation.  However, no indemnification is allowed if the person
is ultimately adjudged to be liable to the corporation unless a
court of competent jurisdiction rules that, in view of the facts
and circumstances of the case, the person is fairly and
reasonably entitled to indemnification.

      The Company's articles of incorporation provide that
directors and officers shall be indemnified to the full extent
permitted by the Nevada Code.  The Company's bylaws provide
that no director or officer shall be liable to the Company for
his acts or omissions resulting in a loss to the Company, except
in cases where the act or omission resulted from his willful
misconduct, willful neglect or gross negligence.  The bylaws also
provide that the Company may purchase and maintain liability
insurance on behalf of any director, officer, employee or agent
regardless of whether he may be indemnified pursuant to other
provisions of the bylaws.

Item 7.  Exemption From Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

      4.1   First Entertainment Holding Corp. Compensation Plan -
2000E, dated September 12, 2000.

      5.1   Opinion of Patton Boggs LLP concerning the legality of
the securities being registered.

     23.1   Consent of Patton Boggs LLP (included in Opinion in Exhibit
5.1).

     23.2   Consent of Gordon, Hughes & Banks, LLP

     24.1   Power of Attorney (included in Part II of this Registration
Statement under the caption "Signature").

Item 9.  Undertakings.

(a)  The undersigned Registrant hereby undertakes:

      1.    To file, during any period in which offers or sales
            are being made, a post-effective amendment to this
            registration statement:

            (i)   to include any prospectus required by Section
                  10(a)(3) of the Securities Act of 1933;

            (ii)  to reflect in the prospectus any facts or
                  events arising after the effective date of the
                  registration statement (or the most recent
                  post-effective amendment thereof) which,
                  individually or in the aggregate, represent a
                  fundamental change in the information set forth
                  in the registration statement;

            (iii) to include any material information with
                  respect to the plan of distribution not
                  previously disclosed in the Registration
                  statement or any material change to such
                  information in the Registration statement;

      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
      do not apply if the information required to be included in
      a post-effective amendment by those paragraphs is contained
      in periodic reports filed by the Registrant pursuant to Section
      13 or Section 15(d) of the Exchange Act and are incorporated by
      reference to the registration statement.

      2.    That, for the purpose of determining any liability
             under the Securities Act, each such post-effective
             amendment shall be deemed to be a new registration
             statement relating to the securities offered therein,
             and the offering of such securities at that time
             shall be deemed to be the initial bona fide offering
             thereof.

      3.    To remove from registration by means of a post-
            effective amendment any of the securities being
            registered which remain unsold at the termination of
            the offering.

(b)    For purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(c)    Insofar as indemnification for liabilities arising out of
the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liability
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.


                              SIGNATURES

      Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Denver,
State of Colorado, on the 21st day of September 2000.

                             FIRST ENTERTAINMENT HOLDING CORP.

                       By: /s/ Douglas R. Olson
                           Douglas R. Olson, President





                         POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers
and directors of the Registrant, by virtue of their signatures to
this to the registration statement appearing below, hereby constitute
and appoint Douglas R. Olson or Howard Stern and each or either of
them, with full power of substitution, as attorneys-in-fact in their
names, place and stead to execute any and all amendments to this
Registration Statement in the capacities set forth opposite their
name and hereby ratify all that said attorneys-in-fact and each of
them or his substitutes may do by virtue hereof.

       Pursuant to the requirements of the Securities Act, as amended,
this registration statement has been signed by the following persons
in the capacities and on the date indicated.

Signature                      Title                  Date

/s/ Michael Marsowicz   Chief Technical Officer   September 21, 2000
Michael Marsowicz       and Director

/s/ Douglas R Olson     President                 September 21, 2000
Douglas R. Olson        and Director

/s/ William Rubin       Director                  September 21, 2000
William Rubin

/s/ Howard Stern        Principal Executive       September 21, 2000
Howard Stern            Officer, Principal
                        Accounting Officer,
                        Principal Financial
                        Officer and Director







                           Exhibit Index


      4.1  First Entertainment Holding Corp. Compensation Plan-2000E,
dated September 12, 2000.

      5.1  Opinion of Patton Boggs LLP concerning the legality of the
securities being registered.

     23.1  Consent of Patton Boggs LLP (included in Opinion in Exhibit
5.1).

     23.2  Consent of Gordon, Hughes & Banks, LLP

     24.1  Power of Attorney (included in Part II of this Registration
Statement under the caption "Signature").
[{"type": "S-8", "sequence": "4", "filename": "s80921000.txt", "secsgml_size_bytes": 46734}]
{"company-data": {"conformed-name": "FIRST ENTERTAINMENT HOLDING CORP", "cik": "0000803170", "assigned-sic": "7900", "irs-number": "840974303", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46344", "film-number": "726637"}, "business-address": {"street1": "5495 MARION ST", "city": "DENVER", "state": "CO", "zip": "80216", "phone": "3033821500"}, "mail-address": {"street1": "7887 E BELLVIEW 11TH FLOOR SUITE 14", "city": "DENVER", "state": "CO", "zip": "80111"}, "former-company": [{"former-conformed-name": "FIRST ENTERTAINMENT INC", "date-changed": "19930622"}, {"former-conformed-name": "VIDEO COMMUNICATIONS & RADIO INC", "date-changed": "19920703"}, {"former-conformed-name": "VIDEOTRIP CORP /CO/", "date-changed": "19881024"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE
                    COMMISSION ON SEPTEMBER 21, 2000

                                    Registration No. 333-
-----------------------------------------------------------------

                  SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                               FORM S-8
                        REGISTRATION STATEMENT
                                UNDER
                     THE SECURITIES ACT OF 1933

                     FIRST ENTERTAINMENT HOLDING CORP.
                    ----------------------------------
           (Exact name of registrant as specified in its charter)

        Nevada                               84-0974303
-----------------------------------------------------------------
(State or other jurisdiction of         (I.R.S. Employer
                                          Identification No.)
incorporation or organization)

     5495 Marion Street, Denver, Colorado               80216
-----------------------------------------------------------------
(Address of Principal Executive Offices)              (Zip  Code)

                     FIRST ENTERTAINMENT HOLDING CORP.
                        COMPENSATION PLAN - 2000E
                       (Full titles of the plans)

                       Douglas R. Olson, President
                    First Entertainment Holding Corp.
                           5495 Marion Street
                          Denver, Colorado 80216
----------------------------------------------------------------
                (Name and address of agent for service)

                            (303) 382-1500
----------------------------------------------------------------
  (Telephone number, including area code, of agent for service)

                              Copy to:

                       Alan L. Talesnick, Esq.
                       Francis B. Barron, Esq.
                           Patton Boggs LLP
                   1660 Lincoln Street, Suite 1900
                        Denver, Colorado 80264
                            (303)830-177

                     CALCULATION OF REGISTRATION FEE

Title Of               Proposed        Proposed
Securities  Amount     Maximum         Maximum         Amount of
To Be       To         Offering        AggregateOf     Registration
Registered  Registered Price Per Unit  Offering Price  Fee
Common Stock, 5,000,000  $0.075 (2)      $375,000     $99
$.008 par     shares (1)
value
(1)   Consists of 5,000,000 shares issuable pursuant to the Company's
Compensation Plan - 2000E (the "Stock Plan").

(2)   The Proposed Maximum Aggregate Offering Price was calculated
pursuant to Rule 457(h) using the average of the high and low reported
sales prices of the Company's common stock on the OTC Bulletin Board
on September 15, 2000 which is within five business days of the date
of filing (September 21, 2000) of this Registration Statement because
options and shares have not yet been granted under the Stock Plan.

                               PART I

         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

    This registration statement relates to two separate
prospectuses.

     Items 1 and 2 of this Part I, and the documents incorporated
herein by reference pursuant to Item 3 of Part II of this Form S-8,
constitute the first prospectus relating to issuances to our
employees, consultants and others of up to 5,000,000 shares of common
stock pursuant to our Compensation Plan - 2000E (the "Stock Plan").
Pursuant to the requirements of Form S-8 and Rule 428, we will
deliver or cause to be delivered to plan participants any required
information as specified by Rule 428(b)(1).  The second prospectus,
referred to as the re-offer prospectus, relates to the reoffer or
resale of any shares which are deemed to be control securities or
restricted securities under the Securities Act of 1933.

                               PROSPECTUS

Item 1.     Plan Information

                       STOCK PLAN INFORMATION

     We established the Stock Plan effective September 12, 2000 to
provide us with flexibility and to conserve our cash resources in
compensating certain of our technical, administrative and
professional employees and consultants and to supplement prior stock
option plans.  The issuance of shares under the Stock Plan is
restricted to persons and firms who are closely-related to us and
who provide services in connection with the development, production
of our products or otherwise in connection with our business.  The
Stock Plan authorizes us to issue up to 5,000,000 shares of our common
 stock.  Shares must be issued only for bona fide services and may not
be issued under the Stock Plan for services in connection with the
offer and sale of securities in a capital-raising or capital promoting
transaction.  Shares are awarded under the Stock Plan pursuant to
individually negotiated compensation contracts as determined and/or
approved by the Stock Plan committee.  The eligible participants
include directors, officers, employees and non-employee consultants
and advisors.  Subject to the restriction that shares may not be
awarded under the Stock Plan to persons owning beneficially or of
record ten percent (10%) or more of our then outstanding shares or who
would own such amount of shares as a result of an award under the
Stock Plan, there is no limit as to the number of shares which may
be awarded to a single participant.  We anticipate that a substantial
portion of the remaining shares to be issued under the Stock Plan
will be issued as compensation to our technical consultants,
attorneys, and advisors who provide development services in the
development and testing of our various products and services.

      The Stock Plan does not require restrictions on the
transferability of shares issued thereunder.  However, such shares
may be restricted as a condition to their issuance where the Board Of
Directors deems such restrictions appropriate.  The Stock Plan is not
subject to the Employee Retirement Income Securities Act of 1974
("ERISA").  Shares awarded under the Stock Plan are intended to be
fully taxable to the recipient as earned income.

      We will provide without charge, upon written or oral request,
the documents incorporated by reference in Item 3 of Part II of
this Registration Statement.  These documents are incorporated by
reference in the Section 10(a) prospectus.  We will also provide
without charge, upon written or oral request, all other documents
required to be delivered to employees pursuant to Rule 428(b).
Any and all such requests shall be directed to the Company at its
principal office at 5495 Marion Street, Denver, Colorado 80216,
attention: President.

      THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED
ON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS.  ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

      No person has been authorized by us to give any information
or to make any representation other than as contained in this
prospectus and, if given or made, such information or representation
must not be relied upon as having been authorized by us.  Neither the
delivery of this prospectus nor any distribution of the shares of
the common stock issuable under the terms of the Stock Plan shall,
under any circumstances, create any implication that there has been
no change in our affairs since the date hereof.

      Our principal offices are located at 5495 Marion Street,
Denver, Colorado 80216; telephone (303) 382-1500.

      THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
SECURITIES IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER IN SUCH STATE.

                                                   REOFFER PROSPECTUS

                FIRST ENTERTAINMENT HOLDING CORP.
                5,000,000 Shares Of Common Stock

      This prospectus relates to the transfer of up to 5,000,000
shares of common stock of First Entertainment Holding Corp. by the
selling stockholders identified in this prospectus.  The shares will
be acquired by the selling stockholders pursuant to grants of stock
and options under our Compensation Plan - 2000E (the "Stock Plan").

      The selling stockholders have not entered into any
underwriting arrangements.  The prices for the shares that may be
sold pursuant to this prospectus may be the market prices prevailing
at the time of transfer, prices related to the prevailing market
prices, or negotiated prices. Brokerage fees or commissions may be
paid by the selling stockholders in connection with sales of our
shares.  We will not receive any of the proceeds from the sale of
these shares.  We may, however, receive proceeds from the exercise,
if any, of options to purchase shares of common stock that may be
granted under the Stock Plan.

      Our common stock is quoted on the OTC Bulletin Board under the
symbol "FTET".  On September 18, 2000, the closing price of the
common stock was $0.08 per share.

      Investing in our shares involves certain risks.  See the "Risk
Factors" section beginning on page 4.

      Neither the Securities And Exchange Commission nor any state
securities commission has approved or disapproved of these securities
or determined if this prospectus is truthful or complete.  Any
representation to the contrary is a criminal offense.

        The date of this prospectus is September 21, 2000.

             ________________________________________

                       TABLE OF CONTENTS
            ________________________________________

PROSPECTUS SUMMARY                                3

RISK FACTORS                                      4

THE COMPANY                                       6

PROSPECTIVE SELLING STOCKHOLDERS                  7

PLAN OF DISTRIBUTION                              8

LEGAL MATTERS                                     8

EXPERTS                                           9

INDEMNIFICATION                                   9

AVAILABLE INFORMATION                             9

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE  10

                       PROSPECTUS SUMMARY

      The following summary highlights information contained in this
prospectus.  In addition to reviewing this summary, you should read
this entire prospectus carefully, including the "Risk Factors"
section.  All Information included in this prospectus, and
incorporated by reference into this prospectus, should be considered
before investing in the common stock.

The Company

     We engage in, or hold controlling interests in entities that
engage in, radio, live entertainment and internet related businesses.
Through our Quality Communications, Inc. subsidiary, we operate an FM
radio station in Gillette, Wyoming that plays contemporary country
music. Through our Comedy Works, Inc. subsidiary, we operate a comedy
club in downtown Denver, Colorado.  Through our F2 Market, Inc.
subsidiary, we engage in internet-related businesses.  In April 2000,
we signed a letter of intent to sell our radio operations.  Although
the term of the letter of intent has expired, we continue to attempt
to sell the stations to the proposed buyer in the letter of intent or
other parties.

The Offering
The selling stockholders may sell a total of up to 5,000,000 shares
of common stock.  The shares will be acquired by the selling
stockholders pursuant to our Stock Plan.

The shares may be sold at market prices or other negotiated prices.
The selling stockholders have not entered into any underwriting
arrangements for the sale of the shares.
We will not receive any proceeds from the sale of common stock by the
selling stockholders. If the options are issued to the selling
stockholders and subsequently exercised, we will use the proceeds
from those exercises for general and administrative expenses and
working capital.

Proposed Name Change
In May 2000, we determined to recommend to the stockholders for their
approval that our name be changed to "F2 Network Inc."  We anticipate
that the proposed name change will be voted upon by the stockholders
at a meeting that currently is anticipated to be held in the fourth
quarter of 2000.

Company Offices
Our offices are located at 5495 Marion Street, Denver, Colorado
80216, telephone number (303) 382-1500.

                          RISK FACTORS

      PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER, TOGETHER WITH
THE OTHER INFORMATION IN THIS PROSPECTUS OR INCORPORATED BY REFERENCE
INTO THIS PROSPECTUS, THE FOLLOWING FACTORS THAT AFFECT US.

Our auditor's report contains a "going concern" qualification.

      The independent certified public accountants' report on our
financial statements contains an explanatory paragraph, which, in
general, indicates that we have suffered recurring losses from
operations, have a working capital deficiency and have defaulted on a
substantial portion of our debt.  These conditions raise substantial
doubt about our ability to continue in business.  Our plans to
address this issue include obtaining additional financing, and/or
extending our existing debt obligations, and/or obtaining additional
equity capital and ultimately achieving profitable operations.  There
is no assurance that we will be successful in these plans.  In April
1999, we were successful in obtaining financing from the First
National Bank of Gillette to pay debt to a creditor totaling
$125,000, which came due on March 31, 1999.  The financial statements
do not include any adjustments that might result from the going
concern uncertainties.

The multimedia entertainment business is speculative in nature.

      Profits, if any, from the businesses in which we engage are
dependent on widespread public acceptance of, and interest in, each
creative project undertaken by our various segments.  Audience appeal
depends upon factors which cannot be ascertained reliably in advance
and over which we may have no control, including, among other things,
unpredictable critical review, positioning in the market and
changeable public tastes.  Due to factors such as the
unpredictability of audience appeal, many of our completed projects
may fail to generate sufficient revenues to recover their costs of
acquisition, development, production and distribution.  We may not
recoup all or any portion of our investment in a particular project,
and cannot guarantee that any project will yield us profits.

The inability to protect our property rights could hurt our business.

      Although we have developed, and continue to develop, our own
internet content and products, we have entered into license
agreements with respect to other internet products.  We cannot
guarantee that these license rights will provide us with significant
protection from competitors.  Property rights protection generally is
uncertain, and involves complex legal and factual questions.  To
date, there has emerged no consistent policy regarding the breadth of
claims allowed in connection with such property rights protection.
Therefore, we cannot assure that any rights licensed to us will
afford protection against competitors with similar technologies and
that we will have the financial resources necessary to enforce our
property rights.

      Even though we have licenses, under the terms of our license
agreements, we generally are responsible for protecting the
intellectual property rights subject to these agreements.  Challenges
may be instituted by third parties as to the validity, enforceability
and infringement of the rights.  The out of pocket costs, as well as
the lost time of management, associated with litigation to defend any
challenge to uphold the validity and enforceability and prevent
infringement of our licensed rights can be substantial.  We may also
be required to obtain additional licenses from others to continue to
refine, develop, and market new products.  We may not be able to
obtain any such licenses on commercially reasonable terms or at all
or that the rights granted pursuant to any licenses will be valid and
enforceable.  As a result of these possible factors, we may incur
substantial expenses to protect property rights.  This would result
in increased losses or reduced profits and also distract management
from pursuing more productive activities for us.

We need additional funding to sustain our operations.

     In order to continue to pursue our business plans fully, we will
need additional funding.  We do not have a steady source of revenue
to provide funding to sustain operations.  The availability of a
reliable source of revenue to sustain our operations is beyond our
control.  If we do not obtain additional funding, we may have to cut
back or cease our businesses, leading to additional losses and
decreased stock prices.

Intense competition could adversely impact our business.

      We compete in the areas of radio broadcasting, comedy club
operation and internet related businesses with other companies.  Many
of our competitors have substantially larger financial and other
resources than us.  In the internet area, companies with greater
financial resources than us have not been able to generate positive
cash flow or profits from operating internet related businesses.
From time to time, there may be competition for, and shortage of,
broadcasting talent and comedians, and internet content and qualified
computer technicians.  We may therefore not be able to attract the
best available talent required to develop our businesses.  This
competition and these shortages could lead to an increase in costs
that could adversely affect us by increasing losses or reducing
profits.  We also compete with other companies for advertising on our
radio station and internet portal.  Our internet revenues are based
on the ability to attract advertisers.  In addition, the low cost of
entering internet related businesses may result in additional
competition in the future. All of these factors could lead to our
incurring higher costs and receiving lower revenues so that our
losses increase.

Technology changes could lead to competitive disadvantages and
additional costs.

     The internet related businesses in which we operate and intend
to operate are characterized by rapid and significant technological
advancements and introductions of new products and services using new
technologies.  As new technologies develop, we may be placed at a
competitive disadvantage, and competitive pressures may force us to
implement those new technologies at a substantial cost.  If other
companies implement new technologies before us, those companies may
be able to provide enhanced capabilities and superior quality
compared with what we are able to provide.  We cannot ascertain that
we will be able to respond to these competitive pressures and
implement new technologies on a timely basis or at an acceptable
cost.  This could attract our customers to competitors, reducing our
revenues.  The possibility of increased costs to keep up with
technological advancements and reduced revenues if customers depart
would lead to increased losses or reduced profits.

Limited liquidity in our common stock makes resales difficult.

     There may be no ready market for our shares and an investor
cannot expect to liquidate his investment regardless of the necessity
of doing so.  Historically, there has been an extremely limited
public market for our shares.  We cannot predict that the market will
be sustained or will expand.  The prices of our shares are highly
volatile.  Due to the low price of the securities, many brokerage
firms may not effect transactions and may not deal with low priced
securities as it may not be economical for them to do so.  This could
have an adverse effect on developing and sustaining the market for
our shares.  In addition, there is no assurance that an investor will
be in a position to borrow funds using our shares as collateral
because lenders may require a more liquid form of security.

Penny stock regulations limit the liquidity of our stock.

     The SEC has adopted rules that regulate broker-dealer practices
in connection with transactions in "penny stocks".  Generally, penny
stocks are equity securities with a price of less than $5.00 (other
than securities registered on some national securities exchanges or
quoted on the Nasdaq system).  If our shares are traded for less than
$5 per share, as they currently are,  the shares will be subject to
the SEC's penny stock rules unless (1) our net tangible assets exceed
$5,000,000 during our first three years of continuous operations or
$2,000,000 after our first three years of continuous operations; or
(2) we have had average revenue of at least $6,000,000 for the last
three years.  We do not meet these requirements.  As a result, market
transactions in our shares are subject to the penny stock rules.  The
penny stock rules require a broker-dealer, prior to a transaction in
a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document prescribed by the SEC that
provides information about penny stocks and the nature and level of
risks in the penny stock market.  The broker-dealer also must provide
the customer with current bid and offer quotations for the penny
stock, the compensation of the broker-dealer and its salesperson in
the transaction and monthly account statements showing the market
value of each penny stock held in the customer's account. In
addition, the penny stock rules require that prior to a transaction
in a penny stock not otherwise exempt from those rules, the broker-
dealer must make a special written determination that the penny stock
is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction.  These requirements
may have the effect of reducing the level of trading activity in the
secondary market for a stock that becomes subject to the penny stock
rules.  As long as our shares are subject to the penny stock rules,
the holders of our shares may find it difficult to sell our shares.

Forward-Looking Statements And Associated Risks

     This prospectus contains forward-looking statements.  These
statements include:

      *     our growth strategies,
      *     our products and planned products,
      *     the need for additional financing,
      *     the need for and uncertainty with respect to
            necessary regulatory clearances,
      *     commercial acceptance of our products and planned
            products, and
      *     our ability to successfully commercialize our
            products and to achieve profitability in general.

      These forward-looking statements are based largely on our
expectations and are subject to a number of risks and uncertainties,
some of which are beyond our control.  Actual results could differ
materially from these forward-looking statements as a result of the
factors described in this prospectus, including the "Risk Factors"
section.  These factors include regulatory, financial, market or
general economic influences.  In light of these risks and
uncertainties, there can be no assurance that the forward-looking
statements contained in this prospectus will in fact transpire or
prove to be accurate.

                          THE COMPANY

      On December 15, 1997, we changed our state of incorporation
from Colorado to Nevada and changed our name to First Entertainment
Holding Corp.  We were originally incorporated under the laws of
Colorado on January 17, 1985.  In May 2000, we determined to change
our name to "F2 Network Inc.", subject to stockholder approval, which
has not yet been obtained.  We anticipate that the proposed name
change will be voted upon by the stockholders at a stockholders
meeting currently planned for the fourth quarter of 2000.

      Currently, we operate or hold controlling interests in three
active and two non-operating business segments.  The three active
segments are known as "Radio", "Live Entertainment" and "Internet".
The non-operating segments are known as "Film", "Video", and
"Retail".  Initially, our business consisted of the production of
pre-recorded travel guides and special interest videos.  In 1987, we
entered the radio broadcasting business by acquiring Quality
Communications, Inc., a Wyoming corporation pursuant to which we
operate the radio segment of our business.  In April 2000, we entered
into a letter of intent to sell our radio operations.  Although the
deadline for entering into a definitive agreement with the proposed
buyer has passed, we continue to attempt to sell the stations to that
or other potential buyers.  In 1992, we acquired a controlling
interest in First Films, Inc. ("First Films"), a publicly held
Colorado corporation, under which our live entertainment operations
currently are undertaken and under which our film production
activities previously were undertaken.  Since early 1999, we have
been developing relationships with Internet content providers,
advertisers and gaming companies in an attempt to create an Internet
site with links to entertainment and gaming content and to provide
Internet site development to other parties.  In addition, we have
been developing our own content in order to establish an Internet
portal emphasizing entertainment with links to other web sites.  The
site is located at www.FirstEntertainment.com.

      This prospectus relates to the resale of shares which may be
acquired by our employees or consultants pursuant to the Stock Plan,
or that may be acquired by employees or consultants upon exercise of
options that may be granted under the Stock Plan.

                  PROSPECTIVE SELLING STOCKHOLDERS

      There are an aggregate of 5,000,000 shares of common stock
reserved for issuance under the Stock Plan.  The shares are covered by
a registration statement on Form S-8 that we filed with the SEC on the
date of this prospectus.  This prospectus is a part of that
registration statement.

      As of the date of this prospectus, no shares or options have been
granted pursuant to the Stock Plan.  This prospectus covers the resale
of up to 690,000 shares that may be acquired in the future by our
directors and officers through grants under the Stock Plan and upon the
exercise of options granted under the Stock Plan.

      The following table sets forth the name and position of each
prospective selling stockholder, each of whom is a director or
executive officer of our Company; the number of shares of common stock
owned as of the date of this prospectus, including shares which may be
acquired pursuant to the exercise of outstanding options; the number of
shares covered by this prospectus; and the number of shares and the
percentage of all outstanding shares owned assuming the sale of all the
shares covered by this prospectus.

                             Shares              Shares      Percentage
                             Owned               Owned       Of Class
                             Prior TO   Shares   After       After
Name          Position       Offering   Offered  Offering    Offering
Doug Olson   President,      2,345,710  230,000 2,015,710     5.7%
             Chief Operating   (1) (2)       (1)
             Officer and
             Director

Howard Stern Chief Executive 2,181,459  230,000 1,951,459     5.5%
             Officer and       (1) (3)       (1)
             Director

William      Director          475,000        0   475,000     1.4%
Rubin                              (4)                 (4)

Wende Curtis Secretary          79,349        0    79,349       *
                                   (5)                 (5)

Michael      Chief           1,693,341  230,000 1,463,341     4.2%
Marsowicz    Technology        (1) (6)       (1)       (6)
             Officer and
             Director
Total Offered                           690,000

*Less than one percent.
(1)   Includes 230,000 shares that are anticipated to be issued
pursuant to the Stock Plan as payment of compensation in the
future.
(2)   Includes outstanding options to purchase a total of 1,250,000
shares of common stock.
(3)   Includes outstanding options to purchase a total of 1,212,500
shares of common stock.
(4)   Includes outstanding options to purchase a total of 275,000
shares of common stock.
(5)   Includes outstanding options to purchase a total of 50,000 shares
of common stock.
(6)   Includes outstanding options to purchase a total of 1,125,000
shares of common stock.
PLAN OF DISTRIBUTION

      The 5,000,000 shares covered by this prospectus will be offered,
if at all, by certain of our stockholders, and not by us.  If any of
these shares are sold by a prospective selling stockholder, they will
be sold on behalf of that person and we anticipate that the shares may
be offered pursuant to direct sales to private persons and in open
market transactions.  The prospective selling stockholders may offer
the shares to or through registered broker-dealers who will be paid
standard commissions or discounts by the prospective selling
stockholders.  The prospective selling stockholders have not informed
us of any agreements with brokers to sell any or all of the shares
which may be offered hereby.

                           LEGAL MATTERS

     Patton Boggs LLP, Denver, Colorado, has acted as our counsel in
connection with this offering and has rendered an opinion concerning
the validity of our shares offered by this prospectus.

                              EXPERTS

     The audited financial statements appearing in our Annual Report
on Form 10-KSB for the year ended December 31, 1999 have been audited
by Gordon, Hughes & Banks, LLP, independent certified public
accountants.  These financial statements are incorporated into this
prospectus by reference in reliance upon the report of the
accountants included with the financial statements and upon the
authority of the accountants as experts in auditing and accounting.

                            INDEMNIFICATION

      Section 78.7502(3) of the Nevada General Corporation Law (the
"Nevada Code") provides for mandatory indemnification by a
corporation of expenses, including attorneys' fees, incurred by a
director or officer in connection with any proceeding brought by
reason of his position as a director or officer, so long as he
was successful, on the merits or otherwise, in defense of a
proceeding.

      In addition, Section 78.7502(1) of the Nevada Code permits a
corporation to indemnify a person who is party to a proceeding or
threatened proceeding, other than an action by or in the right of
the corporation (a "Derivative Action"), because of his status as a
director, officer, employee or agent of a corporation if "he acted
in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful."

      In a Derivative Action or threatened Derivative Action, Section
78.7502(2) of the Nevada Code permits indemnification if the person
acted in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the corporation.  However,
no indemnification is allowed if the person is ultimately adjudged to
be liable to the corporation unless a court of competent jurisdiction
rules that, in view of the facts and circumstances of the case, the
person is fairly and reasonably entitled to indemnification.

      Our articles of incorporation provide that directors and
officers shall be indemnified to the full extent permitted by
the Nevada Code. Our bylaws provide that no director or officer shall
be liable to us for his acts or omissions resulting in a loss to us,
except in cases where the act or omission resulted from his
willful misconduct, willful neglect or gross negligence.  The bylaws
also provide that we may purchase and maintain liability insurance on
behalf of any director, officer, employee or agent regardless of
whether he may be indemnified pursuant to other provisions of the
bylaws.

                  AVAILABLE INFORMATION

      This prospectus is part of the registration statement on
Form S-8, together with all amendments and exhibits, under the
Securities Act of 1933 that we filed with the SEC.  The
registration statement contains information that is not included
in this prospectus.

      Statements contained in this prospectus as to the contents of
any contract or other document are not necessarily complete, and, in
each instance, reference is made to the copy of the particular
contract or document filed as an exhibit to the registration
statement.  Each statement concerning a document that is filed as an
exhibit is qualified in all respects by reference to the copy of the
document filed as an exhibit. For further information with respect to
our business, please refer to the registration statement.

      In accordance with the requirements of the Securities Exchange
Act of 1934, as amended, we file reports, proxy statements and other
information with the SEC.  These reports, proxy statements and other
information can be read and copied at the Public Reference Room
maintained by the SEC at the following addresses:

      *     450 Fifth Street, N.W., Washington, D.C. 20549,
            Room 1024
      *     500 West Madison Street, Suite 1400, Chicago,
            Illinois 60661-2511
      *     7 World Trade Center, New York, New York 10048

      Copies of these materials also can be obtained at prescribed
rates by writing to the SEC, Public Reference Section, 450 Fifth
Street, N.W., Washington, D.C. 20549.  You may obtain information
concerning the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330.  In addition, materials we file electronically
with the SEC are available at the SEC's Internet web site at
http://www.sec.gov.

            INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents that previously were, or are required in
the future to be, filed with the SEC (File No. 0-15435) pursuant to the
Exchange Act are incorporated herein by reference:

      *     Our Annual Report on Form 10-KSB for the year ended
            December 31, 1999;

      *     Our Quarterly Reports on Form 10-QSB for the quarters
            ended June 30, 2000 and March 31, 2000;

      *     the description of the common stock contained in our
            registration statement on Form 8-A as filed with the
            SEC on February 26, 1987; and

      *     all documents filed by us pursuant to Sections 13(a),
            13(c), 14 or 15(d) of the Exchange Act subsequent to
            the date of this prospectus and prior to the
            termination of the offering made hereby.

      Any statement contained in a document incorporated by
reference into this prospectus shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that such
statement is modified or replaced by a statement contained in this
prospectus or in any other subsequently filed document that also is
or is deemed to be incorporated by reference into this prospectus.
Any such statement so modified or superseded shall not be deemed,
except as so modified or replaced, to constitute a part of this
prospectus.  We will provide without charge to each person to whom a
copy of this prospectus has been delivered, upon the written or oral
request of any such person, a copy of any or all of the documents
referred to above that have been or may be incorporated in this
prospectus by reference, other than exhibits to such documents.
Written or oral requests for such copies should be directed to
Douglas R. Olson, President, First Entertainment Holding Corp.,
5495 Marion Street, Denver, Colorado 80216, (303) 382-1500.

                                PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation Of Documents By Reference.

      The documents listed in (i) through (iv) below are
incorporated by reference in the registration statement.  All
documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in
the registration statement and to be part thereof from the date of
the filing of such documents.

      (i)  the Company's Annual Report on Form 10-KSB for the
           year ended December 31, 1999;

     (ii)  the Company's Quarterly Reports on Form 10-QSB for the
           quarters ended June 30, 2000 and March 31, 2000;

    (iii)  the description of the Company's common stock
           contained in the Company's registration statement on
           Form 8-A as filed with the SEC on February 26, 1987;
           and

     (iv)  all documents filed by the Company pursuant to
           Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
           subsequent to the date of this prospectus and prior to
           the termination of the offering made hereby.

Item 4.  Description Of Securities.

      Not Applicable.

Item 5.  Interest Of Named Experts And Counsel.

      Not Applicable.

Item 6.  Indemnification Of Officers And Directors.

      Section 78.7502(3) of the Nevada General Corporation Law
provides for mandatory indemnification by a corporation of expenses,
including attorneys' fees, incurred by a director or officer in
connection with any proceeding brought by reason of his position as
a director or officer, so long as he was successful, on the merits or
otherwise, in defense of a proceeding.

      In addition, Section 78.7502(1) of the Nevada Code permits a
corporation to indemnify a person who is party to a proceeding or
threatened proceeding, other than an action by or in the right of
the corporation, because of his status as a director, officer,
employee or agent of a corporation if "he acted in good faith and I
n a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful."

      In a derivative action or threatened derivative action,
Section 78.7502(2) of the Nevada Code permits indemnification if
the person acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the
corporation.  However, no indemnification is allowed if the person
is ultimately adjudged to be liable to the corporation unless a
court of competent jurisdiction rules that, in view of the facts
and circumstances of the case, the person is fairly and
reasonably entitled to indemnification.

      The Company's articles of incorporation provide that
directors and officers shall be indemnified to the full extent
permitted by the Nevada Code.  The Company's bylaws provide
that no director or officer shall be liable to the Company for
his acts or omissions resulting in a loss to the Company, except
in cases where the act or omission resulted from his willful
misconduct, willful neglect or gross negligence.  The bylaws also
provide that the Company may purchase and maintain liability
insurance on behalf of any director, officer, employee or agent
regardless of whether he may be indemnified pursuant to other
provisions of the bylaws.

Item 7.  Exemption From Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

      4.1   First Entertainment Holding Corp. Compensation Plan -
2000E, dated September 12, 2000.

      5.1   Opinion of Patton Boggs LLP concerning the legality of
the securities being registered.

     23.1   Consent of Patton Boggs LLP (included in Opinion in Exhibit
5.1).

     23.2   Consent of Gordon, Hughes & Banks, LLP

     24.1   Power of Attorney (included in Part II of this Registration
Statement under the caption "Signature").

Item 9.  Undertakings.

(a)  The undersigned Registrant hereby undertakes:

      1.    To file, during any period in which offers or sales
            are being made, a post-effective amendment to this
            registration statement:

            (i)   to include any prospectus required by Section
                  10(a)(3) of the Securities Act of 1933;

            (ii)  to reflect in the prospectus any facts or
                  events arising after the effective date of the
                  registration statement (or the most recent
                  post-effective amendment thereof) which,
                  individually or in the aggregate, represent a
                  fundamental change in the information set forth
                  in the registration statement;

            (iii) to include any material information with
                  respect to the plan of distribution not
                  previously disclosed in the Registration
                  statement or any material change to such
                  information in the Registration statement;

      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
      do not apply if the information required to be included in
      a post-effective amendment by those paragraphs is contained
      in periodic reports filed by the Registrant pursuant to Section
      13 or Section 15(d) of the Exchange Act and are incorporated by
      reference to the registration statement.

      2.    That, for the purpose of determining any liability
             under the Securities Act, each such post-effective
             amendment shall be deemed to be a new registration
             statement relating to the securities offered therein,
             and the offering of such securities at that time
             shall be deemed to be the initial bona fide offering
             thereof.

      3.    To remove from registration by means of a post-
            effective amendment any of the securities being
            registered which remain unsold at the termination of
            the offering.

(b)    For purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(c)    Insofar as indemnification for liabilities arising out of
the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liability
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

                              SIGNATURES

      Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Denver,
State of Colorado, on the 21st day of September 2000.

                             FIRST ENTERTAINMENT HOLDING CORP.

                       By: /s/ Douglas R. Olson
                           Douglas R. Olson, President

                         POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers
and directors of the Registrant, by virtue of their signatures to
this to the registration statement appearing below, hereby constitute
and appoint Douglas R. Olson or Howard Stern and each or either of
them, with full power of substitution, as attorneys-in-fact in their
names, place and stead to execute any and all amendments to this
Registration Statement in the capacities set forth opposite their
name and hereby ratify all that said attorneys-in-fact and each of
them or his substitutes may do by virtue hereof.

       Pursuant to the requirements of the Securities Act, as amended,
this registration statement has been signed by the following persons
in the capacities and on the date indicated.

Signature                      Title                  Date

/s/ Michael Marsowicz   Chief Technical Officer   September 21, 2000
Michael Marsowicz       and Director

/s/ Douglas R Olson     President                 September 21, 2000
Douglas R. Olson        and Director

/s/ William Rubin       Director                  September 21, 2000
William Rubin

/s/ Howard Stern        Principal Executive       September 21, 2000
Howard Stern            Officer, Principal
                        Accounting Officer,
                        Principal Financial
                        Officer and Director

                           Exhibit Index

      4.1  First Entertainment Holding Corp. Compensation Plan-2000E,
dated September 12, 2000.

      5.1  Opinion of Patton Boggs LLP concerning the legality of the
securities being registered.

     23.1  Consent of Patton Boggs LLP (included in Opinion in Exhibit
5.1).

     23.2  Consent of Gordon, Hughes & Banks, LLP

     24.1  Power of Attorney (included in Part II of this Registration
Statement under the caption "Signature").