As filed with the Securities and Exchange Commission
                           On August 31, 2000
                                          Registration Number: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 - 2000D
                          (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)830-1776




<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
</CAPTION>

Title Of   Amount To Be Proposed Maximum Proposed Maximum   Amount Of
Securities Registered   Offering Price   Aggregate Offering Registration
                        Per Unit Price   Offering Price     Fee
<S>       <C>          <C>              <C>                <C>
Common     5,000,000    $0.065 (2)       $325,000           $86
Stock,     shares (1)
$.008 par
value
<CAPTION>

(1)   Consists of 5,000,000 shares issuable pursuant to the Company's
Compensation Plan - 2000D (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
August 25, 2000 which is within five business days of the date of filing
(August 30, 2000) of this Registration Statement because options and
shares have not yet been granted under the Stock Plan.
</CAPTION>
</TABLE>


                                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 - 2000D (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 August 16, 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 - 2000D (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 August 29, 2000, the closing price of the common
stock was $0.07 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 August 30, 2000.




                     ________________________________________

                                  TABLE OF CONTENTS
                     ________________________________________


PROSPECTUS SUMMARY
RISK FACTORS
THE COMPANY
PROSPECTIVE SELLING STOCKHOLDERS
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
INDEMNIFICATION
AVAILABLE INFORMATION
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE



                            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     Percentage
                                                   Owned      Of Class
Name         Position   Shares Owned       Shares  After      After
                        Prior To Offering  Offered Offering   Offering
<S>         <C>        <C>                <C>      <C>       <C>
Doug Olson  President, 2,087,544          230,000  1,857,544  8.6%
            Chief         (1) (2)              (1)
            Operating
            Officer
            and
            Director

Howard Stern Chief     1,804,474          230,000  1,574,474  7.3%
             Executive    (1) (3)              (1)
             Officer
             and
             Director

William      Director    475,000                0    475,000  2.3%
Rubin                         (4)                         (4)

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

Michael      Chief     1,415,000          230,000   1,185,000 5.5%
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 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.

      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 - 2000D,
dated August 16, 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 30th day of August 2000.

                               FIRST ENTERTAINMENT HOLDING CORP.

                                    By:/s/ Douglas 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,  August 30, 2000
Michael Marsowicz              Director

/s/ Douglas R. Olson           Principal Financial       August 30, 2000
Douglas R. Olson               Officer, Principal
                               Accounting Officer,
                               and Director

/s/ William Rubin              Director                  August 30, 2000
William Rubin

/s/ Howard Stern               Principal Executive       August 30, 2000
Howard Stern                   Officer, and
                               Director







                              Exhibit Index


    4.1   First Entertainment Holding Corp. Compensation Plan-2000D,
dated August 16, 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").
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{"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": "333-44910", "film-number": "714643"}, "business-address": {"street1": "5495 MARION STREET", "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 August 31, 2000
                                          Registration Number: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 - 2000D
                          (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)830-1776

Title Of   Amount To Be Proposed Maximum Proposed Maximum   Amount Of
Securities Registered   Offering Price   Aggregate Offering Registration
                        Per Unit Price   Offering Price     Fee
Common     5,000,000    $0.065 (2)       $325,000           $86
Stock,     shares (1)
$.008 par
value
CALCULATION OF REGISTRATION FEE
(1)   Consists of 5,000,000 shares issuable pursuant to the Company's
Compensation Plan - 2000D (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
August 25, 2000 which is within five business days of the date of filing
(August 30, 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 - 2000D (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 August 16, 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 - 2000D (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 August 29, 2000, the closing price of the common
stock was $0.07 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 August 30, 2000.

                     ________________________________________

                                  TABLE OF CONTENTS
                     ________________________________________

PROSPECTUS SUMMARY
RISK FACTORS
THE COMPANY
PROSPECTIVE SELLING STOCKHOLDERS
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
INDEMNIFICATION
AVAILABLE INFORMATION
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                            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     Percentage
                                                   Owned      Of Class
Name         Position   Shares Owned       Shares  After      After
                        Prior To Offering  Offered Offering   Offering
Doug Olson  President, 2,087,544          230,000  1,857,544  8.6%
            Chief         (1) (2)              (1)
            Operating
            Officer
            and
            Director

Howard Stern Chief     1,804,474          230,000  1,574,474  7.3%
             Executive    (1) (3)              (1)
             Officer
             and
             Director

William      Director    475,000                0    475,000  2.3%
Rubin                         (4)                         (4)

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

Michael      Chief     1,415,000          230,000   1,185,000 5.5%
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 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.

      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 - 2000D,
dated August 16, 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 30th day of August 2000.

                               FIRST ENTERTAINMENT HOLDING CORP.

                                    By:/s/ Douglas 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,  August 30, 2000
Michael Marsowicz              Director

/s/ Douglas R. Olson           Principal Financial       August 30, 2000
Douglas R. Olson               Officer, Principal
                               Accounting Officer,
                               and Director

/s/ William Rubin              Director                  August 30, 2000
William Rubin

/s/ Howard Stern               Principal Executive       August 30, 2000
Howard Stern                   Officer, and
                               Director

                              Exhibit Index

    4.1   First Entertainment Holding Corp. Compensation Plan-2000D,
dated August 16, 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").