Filed with the Securities and Exchange Commission on October 4, 
1996
                                            Registration No.
                                                                    

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                              

                                 FORM S-8

                          REGISTRATION STATEMENT
                                  under
                       THE SECURITIES ACT OF 1933
                              

                       FIRST ENTERTAINMENT, INC.
           (Exact name of Issuer as specified in its charter)

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

 1380 Lawrence, Suite 1400, Denver, Colorado                80204   
(Address of principal executive office)                  (Zip 
Code)


                FIRST ENTERTAINMENT SPECIAL COMPENSATION PLAN
                           (Full title of plan)

                               A.B. Goldberg
                         1380 Lawrence, Suite 1400
                           Denver, Colorado 80204
                              (303) 592-1235
                                                                         
       (Name, address, including zip code, and telephone number, 
including 
                  area code, of agent for service of process)
                                                                           

The Commission is requested to send copies of all communications 
and notes   to: 
                               David J. Wagner, Esq. 
                          David Wagner & Associates, P.C. 
                              8400 East Prentice Avenue
                                    Penthouse Suite
                              Englewood, Colorado  80111
                                   (303) 793-0304

CALCULATION OF REGISTRATION FEE

                                                                            
Title of     Amount       Proposed      Proposed      Amount Of  
Securities   To Be        Maximum       Maximum     Registration
To Be        Registered   Offering      Aggregate       Fee
Registered                Per Share (1) Offering 
                                        Price (1)
-----------------------------------------------------------------          

COMMON SHARE S350,000      $0.50        $175,000      $100.00
$0.008 
par value    SHARES

OPTIONS TO 
PURCHASE      350,000        -0-           -0-          -0-
COMMON SHARES

TOTAL                                                 $100.00
-----------------------------------------------------------------    

 (1) Estimated solely for the purpose of calculating the 
registration fee pursuant to Rule 457.


                                   PART I

                    INFORMATION REQUIRED IN THE PROSPECTUS

      Note: The document(s) containing the information concerning 
the First Entertainment Special Compensation Plan dated September 
1, 1996 (the "Plan") required by Item 1 of Form S-8 under the 
Securities Exchange Act of 1934, as amended (the  Exchange 
Act), and the statement of availability of registrant 
information, employee benefit plan annual reports and other 
information required by Item 2 of Form S-8 will be sent or given 
to participants as specified in Rule 428. In accordance with Rule 
428 and the requirements of Part I of Form S-8, such documents 
are not being filed with the Securities and Exchange Commission 
(the  Commission) either as part of this registration statement 
on Form S-8 (the  Registration Statement) or as prospectuses or 
prospectus supplements pursuant to Rule 424. First Entertainment, 
Inc., a Colorado corporation (the  Registrant or the  
Company), will maintain a file of such documents in accordance 
with the provisions of Rule 428. Upon request, the Company shall 
furnish to the Commission or its staff a copy or copies of all of 
the documents included in such file.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.         Incorporation of Documents by Reference.

                The following documents, which have been filed by 
the Company with the Securities and Exchange Commission, are 
hereby incorporated by reference into this Prospectus:

      a.        The Company's Annual Report on Form 10-K for the
                fiscal year ended December 31, 1995; and

      b.        The Company's Quarterly Report on Form 10-Q for 
                the fiscal quarter ended March 31, 1996.

      c.        Company's Quarterly Report on Form 10-Q for the 
                fiscal quarter ended June 30, 1996.

      d.       The description of the common stock, par value 
               $0.008 per share (the  Common Stock) of the 
               Company as contained in Exhibits to Item 14 of the
               Company's Annual Report on Form 10K for the fiscal
               year ended December 31, 1993, file No. 0-15435.

      All documents filed by the Company with the Commission 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange 
Act subsequent to the date of this Registration Statement and 
prior to the filing of a post-effective amendment to this 
Registration Statement which indicates that all securities 
offered hereby have been sold or which deregisters all securities 
then remaining unsold shall be deemed to be incorporated in this 
Registration Statement by reference and to be a part hereof from 
the date of filing of such documents.

      Any statement contained in this Registration Statement, in 
a supplement to this Registration Statement or in a document 
incorporated by reference herein, shall be deemed to be modified 
or superseded for purposes of this Registration Statement to the 
extent that a statement contained herein or in any subsequently 
filed supplement to this Registration Statement or in any 
document that is subsequently incorporated by reference herein 
modifies or supersedes such statement. Any statement so modified 
or superseded shall not be deemed, except as so modified or 
superseded, to constitute a part of this Registration Statement.

Item 4.       Description of Securities.

      Not applicable. See Item 3(d) above.


Item 5.       Interests of Named Experts and Counsel.

      David Wagner & Associates, P.C., Attorneys at Law, special 
securities counsel to the Registrant for the purpose of this 
Registration Statement, and whose opinion as to the legality of 
the issuance of the Shares hereunder is attached hereto as 
Exhibit 5, have been allocated, for past services and pursuant to 
the Plan, a total of 35,000 shares, which have been registered in 
this Plan.

Item 6.       Indemnification of Directors and Officers.

      The Company's Articles of Incorporation authorize the Board 
of Directors, on behalf of the Company and without shareholder 
action, to exercise all of the Company's powers of 
indemnification to the maximum extent permitted under the 
applicable statute. Title 7 of the Colorado Revised Statutes, 
1986 Replacement Volume ("CRS"), as amended, permits the Company 
to indemnify its directors, officers, employees, fiduciaries, and 
agents  as follows: 

       Section 7-109-102 of CRS permits a corporation to 
indemnify such persons for reasonable expenses in defending 
against liability incurred in any legal proceeding if:

       (a)     The person conducted himself or herself in good 
faith;

       (b)     The person reasonably believed:

       (1)     In the case of conduct in an official capacity 
with the corporation, that his or her conduct was in the 
corporation's best interests; and

       (2)     In all other cases, that his or her conduct was at 
least not opposed to the corporation's best interests; and

       (c)     In the case of any criminal proceeding, the person 
had no reasonable cause to believe that his or her conduct was 
unlawful.

A corporation may not indemnify such person under this Section 7-
109-102 of CRS:

       (a)     In connection with a proceeding by or in the right 
of the corporation in which such person was adjudged liable to 
the corporation; or

       (b)     In connection with any other proceeding charging 
that such person derived an improper benefit, whether or not 
involving action in an official capacity, in which proceeding 
such person was adjudged liable on the basis that he or she 
derived an improper personal benefit.

       Unless limited by the Articles of Incorporation, and there 
are not such limitations with respect to the Company, Section 7-
109-103 of CRS requires that the corporation shall indemnify such 
a person against reasonable expenses who was wholly successful, 
on the merits or otherwise, in the defense of any proceeding to 
which the person was a party because of his status with the 
corporation.

       Under Section 7-109-104 of CRS, the corporation may pay 
reasonable fees in advance of final disposition of the proceeding 
if:

      (a)     Such person furnishes to the corporation a written 
affirmation of the such person's good faith belief that he or she 
has met the Standard of Conduct described in Section 7-109-102 of 
CRS;

      (b)      Such person furnishes the corporation a written 
undertaking, executed personally or on person's behalf, to repay 
the advance if it is ultimately determined that he or she did not 
meet the Standard of Conduct in Section 7-109-102 of CRS; and

      (c)      A determination is made that the facts then known 
to those making the determination would not preclude 
indemnification.

       Under Section 7-109-106 of CRS, a corporation may not 
indemnify such person, including advanced payments, unless 
authorized in the specific case after a determination has been 
made that indemnification of such person is permissible in the 
circumstances because he met the Standard of Conduct under 
Section 7-109-102 of CRS and such person has made the specific 
affirmation and undertaking required under the statute. The 
required determinations are to be made by a majority vote of a 
quorum of the Board of Directors, utilizing only directors who 
are not parties to the proceeding.  If a quorum cannot be 
obtained, the determination can be made by a majority vote of a 
committee of the Board, which consists of at least two directors 
who are not parties to the proceeding.  If neither a quorum of 
the Board nor a committee of the Board can be established, then 
the determination can be made either by the Shareholders or by 
independent legal counsel selected by majority vote of the Board 
of Directors.

        The corporation is required by Section 7-109-110 of CRS 
to notify the shareholders in writing of any indemnification of a 
director with or before notice of the next shareholders' meeting.

         Under Section 7-109-105 of CRS, such person may apply to 
any court of competent jurisdiction for a determination that such 
person is entitled under the statute to be indemnified from 
reasonable expenses.

         Under Section 7-107(1)(c) of CRS, a corporation may also 
indemnify and advance expenses to an officer, employee, 
fiduciary, or agent who is not a director to a greater extent 
than the foregoing indemnification provisions, if not 
inconsistent with public policy, and if provided for in the 
corporation's bylaw, general or specific action of the Board of 
Directors, or shareholders, or contract.

         Section 7-109-108 of CRS permits the corporation to 
purchase and maintain insurance to pay for any indemnification of 
reasonable expenses as discussed herein. 

         The indemnification discussed herein shall not be deemed 
exclusive of any other rights to which those indemnified may be 
entitled under the Articles of Incorporation, any Bylaw, 
agreement, vote of shareholders, or disinterested directors, or 
otherwise, and any procedure provided for by any of the 
foregoing, both as to action in his official capacity and as to 
action in another capacity while holding such office, and shall 
continue as to a person who has ceased to be a director, officer, 
employee or agent and shall inure to the benefit of heirs, 
executors, and administrators of such a person.

         Insofar as indemnification for liabilities under the 
Securities Act of 1933 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 Securities and Exchange 
Commission such indemnification is against public policy as 
expressed in the Act and is, therefore, unenforceable.  In the 
event that a claim for indemnification against such liabilities 
(other than the payment by the Registrant of expense 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 the 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 whether such 
indemnification by it is against public policy as expressed in 
the Act and will be governed by the final adjudication of such 
issue.

Item 7.         Exemption From Registration Claimed.

                Not applicable.

Item 8.         Exhibits
                [Asterisk (*) indicates exhibits incorporated by 
reference herein.]
Exhibit 
Number          Description

3.1 *          Articles of Incorporation of the Company (incorpo-
               rated by reference to the Exhibits in Item 14 of 
               the Company's Form 10K Annual Report for 
               fiscal year ended December 31, 1993, filed with 
               the Commission, file no. 0-15435).

3.2*           Bylaws of the Company (incorporated by reference
               to the Exhibits in Item 14 of the Company's Form 
               10K Annual Report, filed for the fiscal year ended
               December 31, 1993, filed with the Commission, file
               no. 0-15435).

4.1            First Entertainment Special Compensation Plan, 
               dated September 1, 1996.

5              Opinion of Counsel, David Wagner & Associates, 
               P.C.

24.1           Consent of BDO Seidman, LLP,  independent 
               Certified Public Accountants.

24.2           Consent of David Wagner & Associates, P.C. 
              (Included in Exhibit 5).



Item 9.        Undertakings

      1.       The Registrant hereby undertakes:

      (a)      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 
  Section 10(a)(3) of the Securities Act of 1933;

         (ii)      to reflect in the prospectus any facts 
  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 formation
  set forth in the registration statement;

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

      (b)      That, for the purpose of determining any liability 
under the Securities Act of 1933, 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 
bonafide offering thereof.

      (c)      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.

       2.      The Registrant hereby undertakes that, for 
purposes of determining any liability under the Securities Act of 
1933, 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 herein, and the offering of such securities at 
that time shall be deemed to be in the initial bona fide offering 
thereof.

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, 
the Registrant certifies that it has reasonable grounds to 
believe that it meets all of the requirements for filing 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 and County of Denver, State of Colorado, on this 4th          
day of October, 1996.
                                      FIRST ENTERTAINMENT, INC.

                                      By    A.B. Goldberg
                                            A.B. Goldberg
                                            Executive 
                                            and Financial Officer

       Pursuant to the requirements of the Securities Act of 
1933, this Registration Statement has been signed by the 
following persons in the capacities and on the dates indicated. 

A MAJORITY OF THE BOARD OF DIRECTORS



Dated: October 9, 1996                       By: Burton Katz           
                                             Burton Katz
                                             Director


                                             A.B. Goldberg
                                             Director


                                             Theodore Jacobs
                                             Director


Dated: October 9, 1996                      By: Nicholas Catalano       
                                            Nicholas Catalano
                                            Director










                      SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                              

                                FORM S-8

                           REGISTRATION STATEMENT
                                 under
                         THE SECURITIES ACT OF 1933
                              

                         FIRST ENTERTAINMENT, INC.
           (Exact name of Issuer as specified in its charter)




                            E X H I B I T S






                             EXHIBIT INDEX

        [Asterisk (*) indicates exhibits incorporated by 
reference herein.]

Exhibit 
Number    Description

3.1 *     Articles of Incorporation of the Company (incorporated 
by reference to the Exhibits in Item 14 of the 
Company's Form 10K Annual Report for the fiscal year 
ended December 31, 1993, filed with the Commission, 
file no. 0-15435).

3.2*      Bylaws of the Company (incorporated by reference to the 
Exhibits in Item 14 of the Company's Form 10K Annual 
Report, filed for the fiscal year ended December 31, 
1993, filed with the Commission, file no. 0-15435).

4.1       First Entertainment Special Compensation Plan, dated 
September 1, 1996.

5         Opinion of Counsel, David Wagner & Associates, P.C.

24.1      Consent of BDO Seidman, LLP,  independent Certified 
Public Accountants.

24.2      Consent of David Wagner & Associates, P.C. (Included in 
Exhibit 5).

                        Exhibit 4.1
           FIRST ENTERTAINMENT SPECIAL COMPENSATION PLAN

      THIS SPECIAL COMPENSATION PLAN is adopted this 1st day of 
September, 1996, by FIRST ENTERTAINMENT, INC., a Colorado 
corporation with its principal place of business being located at 
1380 Lawrence Street, Suite 1400, Denver, Colorado 80204.

                        WITNESSETH:

      WHEREAS, the Board of Directors of First Entertainment, 
Inc., (the "Company") has determined that it would be to its 
advantage, and in its best interests, to grant certain 
consultants and advisors, as well as certain employees the 
opportunity to purchase stock in the Company as a result of 
compensation for their service; and

      WHEREAS, the Board of Directors (the "Board") believes that 
the Company can best obtain advantageous benefits by issuing 
stock and/or granting stock options to designated such designated 
individuals from time to time, although these options are not to 
be granted pursuant to Section 422A and related sections of the 
Internal Revenue Code as amended;

       NOW THEREFORE, the Board adopts this as the First 
Entertainment Special Compensation Plan (the "Plan").

1.00      EFFECTIVE DATE AND TERMINATION OF PLAN
          The effective date of the Plan is September 1, 1996, 
which is the day the Plan was adopted by the Board. The Plan will 
terminate on the earlier of the date of the grant of the final 
option for last common stock allocated under the Plan or ten 
years from the date thereof, whichever is earlier, and no options 
will be granted thereafter pursuant to this Plan.

2.00      ADMINISTRATION OF PLAN	
          The Plan shall be administered by the Board, which may 
adopt such rules and regulations for its administration as it may 
deem necessary or appropriate, or may be administered by a 
Compensation Committee to be appointed by the Board, to have such 
composition and duties as the Board may from time to time 
determine.

3.00      ELIGIBILITY TO PARTICIPATE IN THE PLAN
          3.01     Subject to the provisions of the Plan, the 
Board, or its designee, shall determine and designate, from time 
to time those consultants, advisors, and employees of the 
Company, or consultants, advisors, and employees of a parent or 
subsidiary corporation of the Company, to whom shares are to be 
issued and/ or options are to be granted hereunder and the number 
of shares to be optioned from time to time to any individual or 
entity. In determining the eligibility of an individual or entity 
to receive shares or an option, as well as in determining the 
number of shares to be issued and/or optioned to any individual 
or entity, the Board, or its designee, shall consider the nature 
and value to the Company for the services which have been 
rendered to the Company and such other factors as the Board, or 
its designee, may deem relevant.

          3.02     To be eligible to be selected to receive an 
option, an individual must be a consultant, advisor or an 
employee of the Company or a consultant, advisor, or an employee 
of a parent or subsidiary Corporation of the Company. The grant 
of each option shall be confirmed by a Stock Option Agreement 
which shall be executed by the Company and the optionee as 
promptly as practicable after such grant.  More than one option 
may be granted to an individual or entity. Shares shall be issued 
directly to such entities.

          3.03     An option be granted to any individual or 
entity eligible hereunder, regardless of his previous 
stockholdings.

          3.04     The option price (determined as of the time 
the option is granted) of the stock for which any person may be 
granted options under this Plan (and all other plans of the 
Company) may be increased or reduced by the Board, or its 
designee, from time to time.

4.00      NUMBER OF SHARES SUBJECT TO THE PLAN
          4.01.     The Board, prior to the time shall reserve 
for the purposes of the Plan a total of Three Hundred Fifty 
Thousand (350,000) of the authorized but unissued shares of 
common shares of the Company, provided that any shares as to 
which an option granted under the Plan remains unexercised at the 
expiration thereof may be the subject of the grant of further 
options under the Plan within the limits and under the terms set 
forth in Article 3.00 hereof.

5.00      PRICE OF COMMON SHARES
          5.01.      The initial and standard price per share of 
common stock to be issued directly or by option shall be $.50 per 
share but may be changed in each case by the Board, or its 
designee, from time to time. If the share price is changed, the 
Board, or its designee, shall determine the share price no later 
than the date of the issuance of the shares and/ or the grant of 
the option and at such other times as the Board, or its designee, 
deems necessary.  The Board shall have absolute final discretion 
to determine the price of the common stock under the Plan. In the 
absence of such specific determination, the share price will be 
$0.50 per share.

6.00      SUCCESSIVE OPTIONS
          Any option granted under this Plan to an person may be 
exercisable at such person's discretion while there is 
outstanding any other stock option previously granted to such 
person, whether under this Plan or any other stock option plan of 
the Company.



7.00      PERIOD AND EXERCISE OF OPTION
          7.01.     Options granted under this Plan shall expire 
on the first to occur of the following dates whether or not 
exercisable on such dates:  (i) five (5) years from the date the 
option is initially granted; (ii) six (6) months from the date 
the person ceases employment due to permanent and total 
disability; (iii) the date of termination of employment for 
reasons other than retirement, permanent and total disability or 
death, unless the Board determines, in its sole discretion, that 
it would be in the best interest of the Company to extend the 
options for a period not to exceed three (3) years; or (iv) three 
(3) months from the date the employee retires with permission of 
the Board.

          7.02.     Notwithstanding Section 7.01, any portion of 
any option which has not become exercisable pursuant to Section 
7.03 prior to the death of the employee or termination of 
employment shall expire on the employee's date of death or 
termination date, if termination is for reasons other than 
retirement or total and permanent disability.

          7.03.     Any option granted under this Plan may be 
immediately exercised by the holder thereof.  Such an option may 
be exercised in whole or in part at the time it becomes 
exercisable or from time to time thereafter, until the expiration 
of the option.

8.00      PAYMENT FOR OPTIONED SHARES
          When a person holding an option granted under this Plan 
exercises any portion of the option he shall pay the full option 
price for the shares covered by the exercise of that portion of 
his option within one (1) month after such exercise.  As soon as 
practicable, after the person notifies the Company of the 
exercise of his option and makes payment of the required option 
price, the Company shall issue such shares to the person.



9.00       RESTRICTIONS ON TRANSFER
           9.01     No right or privilege of any person under the 
Plan shall be transferable or assignable, except to the person's 
personal representative in the event of the person's death, and 
except as provided in Section 9.02, options granted hereunder are 
exercisable only by the person during his life. 

          9.02     If an person dies holding outstanding options 
issued pursuant to this Plan, his personal representative shall 
have the right to exercise such options only within one year of 
the death of the person.

10.00     RECLASSIFICATION, CONSOLIDATION OR MERGER
          If and to the extent that the number of issued shares 
of common stock of the Company shall be increased or reduced by 
change in par value, split-up reclassification, distribution of a 
dividend payable in stock, or the like, the number of shares 
subject to direct issuance or an option held by a person and the 
option price per share shall be proportionately adjusted. If the 
Company is reorganized or consolidated or merged with another 
corporation, the person shall be entitled to receive direct 
issuance or options covering shares of such reorganized, 
consolidated, or merged company in the same proportion, at an 
equivalent price, and subject to the same conditions.

11.00     DISSOLUTION OR LIQUIDATION
          Upon the dissolution or liquidation of the Company, the 
options granted hereunder shall terminate and become null and 
void, but the person shall have the right immediately prior to 
such dissolution or liquidation to exercise any options granted 
and exercisable hereunder to the full extent not before 
exercised.

12.00     BINDING EFFECT
          This Plan shall inure to the benefit of and be binding 
upon the Company and its employees, and their respective heirs, 
executors, administrators, successors and assigns.

13.00     ADOPTION OF PLAN
          This Plan has been duly adopted by the Board of 
Directors of the Company on September 1, 1996.

14.00     NOTICES
          Any notice to be given to the Company under the terms 
of this plan shall be addressed to such address as is set forth 
on the first page hereof.


     IN WITNESS WHEREOF, the Company has caused this Plan to be 
executed on its behalf by its President, to be sealed by its 
corporate seal, and attested by its Secretary effective the day 
and year first above written.

                              First Entertainment, Inc.



                              By A.B. Goldberg
                              A.B. Goldberg, President





ATTEST:



Cynthia Jones
Cynthia Jones, Secretary


(SEAL)

                              EXHIBIT 5
        Opinion of Counsel, David Wagner & Associates, P.C.
						
                    DAVID WAGNER & ASSOCIATES, P.C.
                    Attorneys and Counsellors At Law
                      8400 East Prentice Avenue
                         Penthouse Suite
                     Englewood, Colorado  80111
                      Telephone (303) 793-0304
                      Facsimile (303) 771-4562


                            10/09/96

Board of Directors
First Entertainment, Inc.
1380 Lawrence Street
Suite #1400
Denver,  Colorado  80204


Gentlemen: 

Opinion of Counsel

     We have acted as counsel to First Entertainment, Inc. (the 
"Company") in connection with the preparation and filing of a 
Registration Statement on Form S-8 (the "Registration Statement") 
covering registration under the Securities Act of 1933, as 
amended, of the 350,000 shares of the Company's common stock, 
$0.008 par value per share (the "Shares") pursuant to the First 
Entertainment Special Compensation Plan September 1, 1996, (the 
"Plan").  As  such, we have examined the Registration Statement, 
the Company's Articles of Incorporation and Bylaws, as amended, 
and minutes of meetings of its Board of Directors.

     Based upon the foregoing, and assuming that Shares will be 
issued as set forth in the Plan,  and Registration Statement, at 
a time when effective, and that there will be full compliance 
with all applicable securities laws involved under the Securities 
Act of 1933, as amended, the Securities Exchange Act of 1934, as 
amended, and the rules and regulations promulgated pursuant to 
said Acts, and in those states in which the Shares may be sold, 
we are of the opinion that, upon issuance of the Shares according 
the Registration Statement and receipt of the consideration to be 
paid for the Shares, the Shares will be validly issued, fully 
paid and nonassessable shares of Common Stock of the Company.  
This opinion does not cover any matters related to any re-offer 
or re-sale of the Shares by the Plan Beneficiary, once issued 
pursuant to the Plan as described in the Registration Statement.

     This opinion is not to be used, circulated, quoted or 
otherwise referred to for any other purpose without our prior 
written consent.  This opinion is based on our knowledge of the 
law and facts as of the date hereof.  We assume no duty to 
communicate with the Company in respect to any matter which comes 
to our attention hereafter.


Consent:

     We consent to the use of this opinion as an exhibit to the 
Form S-8 Registration Statement and to the reference to our firm 
in the Form S-8 Registration Statement.

                                  Very truly yours, 
                                  DAVID WAGNER & ASSOCIATES, P.C.

                          EXHIBIT 24.1
                  Consents of BDO Seidman, LLP
      CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



First Entertainment, Inc.
Denver, Colorado

We hereby consent to the incorporation by reference in the 
Prospectus constituting a part of this Registration Statement of 
our report dated March 29, 1996, relating to the consolidated 
financial statements of First Entertainment, Inc. appearing in 
the Company's Annual Report on Form 10-KSB for the year ended 
December 31, 1995.


                                  BDO Seidman, LLP

Denver, Colorado
October 3, 1996


September 24, 1996

Securities and Exchange Commission
450 Fifth Street N.W. 
Washington, D.C. 20549


RE:  First Entertainment , Inc. (A Colorado Corporation)


Gentlemen:

First Entertainment , Inc. (the Registrant), pursuant to Rule 
437 under the Securities Act of 1993, hereby makes written 
application to dispense with the written consent of Mitchell, 
Finley & Company, P.C. (Mitchell) in connection with the 
registration statement on Form S-8 attached hereto.

Mitchell audited the financial statements of the Registrant as of 
and for the fiscal year ended December 31, 1994.

Effective January 1, 1996, Mitchell combined its practices with 
BDO Seidman LLP.  In addition, Mitchells license to practice 
accountancy with Colorado Board expired on May 31, 1996.  
Accordingly, the firm can no longer practice under the name 
Mitchell, Finley & Company, P.C.

Please advise the undersigned immediately (1) if this application 
under Rule 437 is granted and (2) whether the obligation to 
furnish a letter from the former accountants as an exhibit to 
Form 8-K will also be waived.


                         Sincerely,
                         A.B. Goldberg 
                         A.B. Goldberg 

                        Exhibit 24.2
Consent of David Wagner & Associates, P.C. (Included in 
Exhibit 5)
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{"company-data": {"conformed-name": "FIRST ENTERTAINMENT INC", "cik": "0000803170", "assigned-sic": "7900", "irs-number": "840974303", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13769", "film-number": "96641105"}, "business-address": {"street1": "1380 LAWRENCE ST STE 1400", "city": "DENVER", "state": "CO", "zip": "80204", "phone": "3035921235"}, "mail-address": {"street1": "1380 LAWRENCE STREET", "street2": "SUITE 1400", "city": "DENVER", "state": "CO", "zip": "80204"}, "former-company": [{"former-conformed-name": "VIDEO COMMUNICATIONS & RADIO INC", "date-changed": "19920703"}, {"former-conformed-name": "VIDEOTRIP CORP /CO/", "date-changed": "19881024"}]}
Filed with the Securities and Exchange Commission on October 4, 
1996
                                            Registration No.
                                                                    

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                              

                                 FORM S-8

                          REGISTRATION STATEMENT
                                  under
                       THE SECURITIES ACT OF 1933
                              

                       FIRST ENTERTAINMENT, INC.
           (Exact name of Issuer as specified in its charter)

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

 1380 Lawrence, Suite 1400, Denver, Colorado                80204   
(Address of principal executive office)                  (Zip 
Code)

                FIRST ENTERTAINMENT SPECIAL COMPENSATION PLAN
                           (Full title of plan)

                               A.B. Goldberg
                         1380 Lawrence, Suite 1400
                           Denver, Colorado 80204
                              (303) 592-1235
                                                                         
       (Name, address, including zip code, and telephone number, 
including 
                  area code, of agent for service of process)
                                                                           

The Commission is requested to send copies of all communications 
and notes   to: 
                               David J. Wagner, Esq. 
                          David Wagner & Associates, P.C. 
                              8400 East Prentice Avenue
                                    Penthouse Suite
                              Englewood, Colorado  80111
                                   (303) 793-0304

CALCULATION OF REGISTRATION FEE

                                                                            
Title of     Amount       Proposed      Proposed      Amount Of  
Securities   To Be        Maximum       Maximum     Registration
To Be        Registered   Offering      Aggregate       Fee
Registered                Per Share (1) Offering 
                                        Price (1)
-----------------------------------------------------------------          

COMMON SHARE S350,000      $0.50        $175,000      $100.00
$0.008 
par value    SHARES

OPTIONS TO 
PURCHASE      350,000        -0-           -0-          -0-
COMMON SHARES

TOTAL                                                 $100.00
-----------------------------------------------------------------    

 (1) Estimated solely for the purpose of calculating the 
registration fee pursuant to Rule 457.

                                   PART I

                    INFORMATION REQUIRED IN THE PROSPECTUS

      Note: The document(s) containing the information concerning 
the First Entertainment Special Compensation Plan dated September 
1, 1996 (the "Plan") required by Item 1 of Form S-8 under the 
Securities Exchange Act of 1934, as amended (the  Exchange 
Act), and the statement of availability of registrant 
information, employee benefit plan annual reports and other 
information required by Item 2 of Form S-8 will be sent or given 
to participants as specified in Rule 428. In accordance with Rule 
428 and the requirements of Part I of Form S-8, such documents 
are not being filed with the Securities and Exchange Commission 
(the  Commission) either as part of this registration statement 
on Form S-8 (the  Registration Statement) or as prospectuses or 
prospectus supplements pursuant to Rule 424. First Entertainment, 
Inc., a Colorado corporation (the  Registrant or the  
Company), will maintain a file of such documents in accordance 
with the provisions of Rule 428. Upon request, the Company shall 
furnish to the Commission or its staff a copy or copies of all of 
the documents included in such file.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.         Incorporation of Documents by Reference.

                The following documents, which have been filed by 
the Company with the Securities and Exchange Commission, are 
hereby incorporated by reference into this Prospectus:

      a.        The Company's Annual Report on Form 10-K for the
                fiscal year ended December 31, 1995; and

      b.        The Company's Quarterly Report on Form 10-Q for 
                the fiscal quarter ended March 31, 1996.

      c.        Company's Quarterly Report on Form 10-Q for the 
                fiscal quarter ended June 30, 1996.

      d.       The description of the common stock, par value 
               $0.008 per share (the  Common Stock) of the 
               Company as contained in Exhibits to Item 14 of the
               Company's Annual Report on Form 10K for the fiscal
               year ended December 31, 1993, file No. 0-15435.

      All documents filed by the Company with the Commission 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange 
Act subsequent to the date of this Registration Statement and 
prior to the filing of a post-effective amendment to this 
Registration Statement which indicates that all securities 
offered hereby have been sold or which deregisters all securities 
then remaining unsold shall be deemed to be incorporated in this 
Registration Statement by reference and to be a part hereof from 
the date of filing of such documents.

      Any statement contained in this Registration Statement, in 
a supplement to this Registration Statement or in a document 
incorporated by reference herein, shall be deemed to be modified 
or superseded for purposes of this Registration Statement to the 
extent that a statement contained herein or in any subsequently 
filed supplement to this Registration Statement or in any 
document that is subsequently incorporated by reference herein 
modifies or supersedes such statement. Any statement so modified 
or superseded shall not be deemed, except as so modified or 
superseded, to constitute a part of this Registration Statement.

Item 4.       Description of Securities.

      Not applicable. See Item 3(d) above.

Item 5.       Interests of Named Experts and Counsel.

      David Wagner & Associates, P.C., Attorneys at Law, special 
securities counsel to the Registrant for the purpose of this 
Registration Statement, and whose opinion as to the legality of 
the issuance of the Shares hereunder is attached hereto as 
Exhibit 5, have been allocated, for past services and pursuant to 
the Plan, a total of 35,000 shares, which have been registered in 
this Plan.

Item 6.       Indemnification of Directors and Officers.

      The Company's Articles of Incorporation authorize the Board 
of Directors, on behalf of the Company and without shareholder 
action, to exercise all of the Company's powers of 
indemnification to the maximum extent permitted under the 
applicable statute. Title 7 of the Colorado Revised Statutes, 
1986 Replacement Volume ("CRS"), as amended, permits the Company 
to indemnify its directors, officers, employees, fiduciaries, and 
agents  as follows: 

       Section 7-109-102 of CRS permits a corporation to 
indemnify such persons for reasonable expenses in defending 
against liability incurred in any legal proceeding if:

       (a)     The person conducted himself or herself in good 
faith;

       (b)     The person reasonably believed:

       (1)     In the case of conduct in an official capacity 
with the corporation, that his or her conduct was in the 
corporation's best interests; and

       (2)     In all other cases, that his or her conduct was at 
least not opposed to the corporation's best interests; and

       (c)     In the case of any criminal proceeding, the person 
had no reasonable cause to believe that his or her conduct was 
unlawful.

A corporation may not indemnify such person under this Section 7-
109-102 of CRS:

       (a)     In connection with a proceeding by or in the right 
of the corporation in which such person was adjudged liable to 
the corporation; or

       (b)     In connection with any other proceeding charging 
that such person derived an improper benefit, whether or not 
involving action in an official capacity, in which proceeding 
such person was adjudged liable on the basis that he or she 
derived an improper personal benefit.

       Unless limited by the Articles of Incorporation, and there 
are not such limitations with respect to the Company, Section 7-
109-103 of CRS requires that the corporation shall indemnify such 
a person against reasonable expenses who was wholly successful, 
on the merits or otherwise, in the defense of any proceeding to 
which the person was a party because of his status with the 
corporation.

       Under Section 7-109-104 of CRS, the corporation may pay 
reasonable fees in advance of final disposition of the proceeding 
if:

      (a)     Such person furnishes to the corporation a written 
affirmation of the such person's good faith belief that he or she 
has met the Standard of Conduct described in Section 7-109-102 of 
CRS;

      (b)      Such person furnishes the corporation a written 
undertaking, executed personally or on person's behalf, to repay 
the advance if it is ultimately determined that he or she did not 
meet the Standard of Conduct in Section 7-109-102 of CRS; and

      (c)      A determination is made that the facts then known 
to those making the determination would not preclude 
indemnification.

       Under Section 7-109-106 of CRS, a corporation may not 
indemnify such person, including advanced payments, unless 
authorized in the specific case after a determination has been 
made that indemnification of such person is permissible in the 
circumstances because he met the Standard of Conduct under 
Section 7-109-102 of CRS and such person has made the specific 
affirmation and undertaking required under the statute. The 
required determinations are to be made by a majority vote of a 
quorum of the Board of Directors, utilizing only directors who 
are not parties to the proceeding.  If a quorum cannot be 
obtained, the determination can be made by a majority vote of a 
committee of the Board, which consists of at least two directors 
who are not parties to the proceeding.  If neither a quorum of 
the Board nor a committee of the Board can be established, then 
the determination can be made either by the Shareholders or by 
independent legal counsel selected by majority vote of the Board 
of Directors.

        The corporation is required by Section 7-109-110 of CRS 
to notify the shareholders in writing of any indemnification of a 
director with or before notice of the next shareholders' meeting.

         Under Section 7-109-105 of CRS, such person may apply to 
any court of competent jurisdiction for a determination that such 
person is entitled under the statute to be indemnified from 
reasonable expenses.

         Under Section 7-107(1)(c) of CRS, a corporation may also 
indemnify and advance expenses to an officer, employee, 
fiduciary, or agent who is not a director to a greater extent 
than the foregoing indemnification provisions, if not 
inconsistent with public policy, and if provided for in the 
corporation's bylaw, general or specific action of the Board of 
Directors, or shareholders, or contract.

         Section 7-109-108 of CRS permits the corporation to 
purchase and maintain insurance to pay for any indemnification of 
reasonable expenses as discussed herein. 

         The indemnification discussed herein shall not be deemed 
exclusive of any other rights to which those indemnified may be 
entitled under the Articles of Incorporation, any Bylaw, 
agreement, vote of shareholders, or disinterested directors, or 
otherwise, and any procedure provided for by any of the 
foregoing, both as to action in his official capacity and as to 
action in another capacity while holding such office, and shall 
continue as to a person who has ceased to be a director, officer, 
employee or agent and shall inure to the benefit of heirs, 
executors, and administrators of such a person.

         Insofar as indemnification for liabilities under the 
Securities Act of 1933 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 Securities and Exchange 
Commission such indemnification is against public policy as 
expressed in the Act and is, therefore, unenforceable.  In the 
event that a claim for indemnification against such liabilities 
(other than the payment by the Registrant of expense 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 the 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 whether such 
indemnification by it is against public policy as expressed in 
the Act and will be governed by the final adjudication of such 
issue.

Item 7.         Exemption From Registration Claimed.

                Not applicable.

Item 8.         Exhibits
                [Asterisk (*) indicates exhibits incorporated by 
reference herein.]
Exhibit 
Number          Description

3.1 *          Articles of Incorporation of the Company (incorpo-
               rated by reference to the Exhibits in Item 14 of 
               the Company's Form 10K Annual Report for 
               fiscal year ended December 31, 1993, filed with 
               the Commission, file no. 0-15435).

3.2*           Bylaws of the Company (incorporated by reference
               to the Exhibits in Item 14 of the Company's Form 
               10K Annual Report, filed for the fiscal year ended
               December 31, 1993, filed with the Commission, file
               no. 0-15435).

4.1            First Entertainment Special Compensation Plan, 
               dated September 1, 1996.

5              Opinion of Counsel, David Wagner & Associates, 
               P.C.

24.1           Consent of BDO Seidman, LLP,  independent 
               Certified Public Accountants.

24.2           Consent of David Wagner & Associates, P.C. 
              (Included in Exhibit 5).

Item 9.        Undertakings

      1.       The Registrant hereby undertakes:

      (a)      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 
  Section 10(a)(3) of the Securities Act of 1933;

         (ii)      to reflect in the prospectus any facts 
  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 formation
  set forth in the registration statement;

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

      (b)      That, for the purpose of determining any liability 
under the Securities Act of 1933, 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 
bonafide offering thereof.

      (c)      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.

       2.      The Registrant hereby undertakes that, for 
purposes of determining any liability under the Securities Act of 
1933, 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 herein, and the offering of such securities at 
that time shall be deemed to be in the initial bona fide offering 
thereof.

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, 
the Registrant certifies that it has reasonable grounds to 
believe that it meets all of the requirements for filing 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 and County of Denver, State of Colorado, on this 4th          
day of October, 1996.
                                      FIRST ENTERTAINMENT, INC.

                                      By    A.B. Goldberg
                                            A.B. Goldberg
                                            Executive 
                                            and Financial Officer

       Pursuant to the requirements of the Securities Act of 
1933, this Registration Statement has been signed by the 
following persons in the capacities and on the dates indicated. 

A MAJORITY OF THE BOARD OF DIRECTORS

Dated: October 9, 1996                       By: Burton Katz           
                                             Burton Katz
                                             Director

                                             A.B. Goldberg
                                             Director

                                             Theodore Jacobs
                                             Director

Dated: October 9, 1996                      By: Nicholas Catalano       
                                            Nicholas Catalano
                                            Director

                      SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                              

                                FORM S-8

                           REGISTRATION STATEMENT
                                 under
                         THE SECURITIES ACT OF 1933
                              

                         FIRST ENTERTAINMENT, INC.
           (Exact name of Issuer as specified in its charter)

                            E X H I B I T S

                             EXHIBIT INDEX

        [Asterisk (*) indicates exhibits incorporated by 
reference herein.]

Exhibit 
Number    Description

3.1 *     Articles of Incorporation of the Company (incorporated 
by reference to the Exhibits in Item 14 of the 
Company's Form 10K Annual Report for the fiscal year 
ended December 31, 1993, filed with the Commission, 
file no. 0-15435).

3.2*      Bylaws of the Company (incorporated by reference to the 
Exhibits in Item 14 of the Company's Form 10K Annual 
Report, filed for the fiscal year ended December 31, 
1993, filed with the Commission, file no. 0-15435).

4.1       First Entertainment Special Compensation Plan, dated 
September 1, 1996.

5         Opinion of Counsel, David Wagner & Associates, P.C.

24.1      Consent of BDO Seidman, LLP,  independent Certified 
Public Accountants.

24.2      Consent of David Wagner & Associates, P.C. (Included in 
Exhibit 5).

                        Exhibit 4.1
           FIRST ENTERTAINMENT SPECIAL COMPENSATION PLAN

      THIS SPECIAL COMPENSATION PLAN is adopted this 1st day of 
September, 1996, by FIRST ENTERTAINMENT, INC., a Colorado 
corporation with its principal place of business being located at 
1380 Lawrence Street, Suite 1400, Denver, Colorado 80204.

                        WITNESSETH:

      WHEREAS, the Board of Directors of First Entertainment, 
Inc., (the "Company") has determined that it would be to its 
advantage, and in its best interests, to grant certain 
consultants and advisors, as well as certain employees the 
opportunity to purchase stock in the Company as a result of 
compensation for their service; and

      WHEREAS, the Board of Directors (the "Board") believes that 
the Company can best obtain advantageous benefits by issuing 
stock and/or granting stock options to designated such designated 
individuals from time to time, although these options are not to 
be granted pursuant to Section 422A and related sections of the 
Internal Revenue Code as amended;

       NOW THEREFORE, the Board adopts this as the First 
Entertainment Special Compensation Plan (the "Plan").

1.00      EFFECTIVE DATE AND TERMINATION OF PLAN
          The effective date of the Plan is September 1, 1996, 
which is the day the Plan was adopted by the Board. The Plan will 
terminate on the earlier of the date of the grant of the final 
option for last common stock allocated under the Plan or ten 
years from the date thereof, whichever is earlier, and no options 
will be granted thereafter pursuant to this Plan.

2.00      ADMINISTRATION OF PLAN	
          The Plan shall be administered by the Board, which may 
adopt such rules and regulations for its administration as it may 
deem necessary or appropriate, or may be administered by a 
Compensation Committee to be appointed by the Board, to have such 
composition and duties as the Board may from time to time 
determine.

3.00      ELIGIBILITY TO PARTICIPATE IN THE PLAN
          3.01     Subject to the provisions of the Plan, the 
Board, or its designee, shall determine and designate, from time 
to time those consultants, advisors, and employees of the 
Company, or consultants, advisors, and employees of a parent or 
subsidiary corporation of the Company, to whom shares are to be 
issued and/ or options are to be granted hereunder and the number 
of shares to be optioned from time to time to any individual or 
entity. In determining the eligibility of an individual or entity 
to receive shares or an option, as well as in determining the 
number of shares to be issued and/or optioned to any individual 
or entity, the Board, or its designee, shall consider the nature 
and value to the Company for the services which have been 
rendered to the Company and such other factors as the Board, or 
its designee, may deem relevant.

          3.02     To be eligible to be selected to receive an 
option, an individual must be a consultant, advisor or an 
employee of the Company or a consultant, advisor, or an employee 
of a parent or subsidiary Corporation of the Company. The grant 
of each option shall be confirmed by a Stock Option Agreement 
which shall be executed by the Company and the optionee as 
promptly as practicable after such grant.  More than one option 
may be granted to an individual or entity. Shares shall be issued 
directly to such entities.

          3.03     An option be granted to any individual or 
entity eligible hereunder, regardless of his previous 
stockholdings.

          3.04     The option price (determined as of the time 
the option is granted) of the stock for which any person may be 
granted options under this Plan (and all other plans of the 
Company) may be increased or reduced by the Board, or its 
designee, from time to time.

4.00      NUMBER OF SHARES SUBJECT TO THE PLAN
          4.01.     The Board, prior to the time shall reserve 
for the purposes of the Plan a total of Three Hundred Fifty 
Thousand (350,000) of the authorized but unissued shares of 
common shares of the Company, provided that any shares as to 
which an option granted under the Plan remains unexercised at the 
expiration thereof may be the subject of the grant of further 
options under the Plan within the limits and under the terms set 
forth in Article 3.00 hereof.

5.00      PRICE OF COMMON SHARES
          5.01.      The initial and standard price per share of 
common stock to be issued directly or by option shall be $.50 per 
share but may be changed in each case by the Board, or its 
designee, from time to time. If the share price is changed, the 
Board, or its designee, shall determine the share price no later 
than the date of the issuance of the shares and/ or the grant of 
the option and at such other times as the Board, or its designee, 
deems necessary.  The Board shall have absolute final discretion 
to determine the price of the common stock under the Plan. In the 
absence of such specific determination, the share price will be 
$0.50 per share.

6.00      SUCCESSIVE OPTIONS
          Any option granted under this Plan to an person may be 
exercisable at such person's discretion while there is 
outstanding any other stock option previously granted to such 
person, whether under this Plan or any other stock option plan of 
the Company.

7.00      PERIOD AND EXERCISE OF OPTION
          7.01.     Options granted under this Plan shall expire 
on the first to occur of the following dates whether or not 
exercisable on such dates:  (i) five (5) years from the date the 
option is initially granted; (ii) six (6) months from the date 
the person ceases employment due to permanent and total 
disability; (iii) the date of termination of employment for 
reasons other than retirement, permanent and total disability or 
death, unless the Board determines, in its sole discretion, that 
it would be in the best interest of the Company to extend the 
options for a period not to exceed three (3) years; or (iv) three 
(3) months from the date the employee retires with permission of 
the Board.

          7.02.     Notwithstanding Section 7.01, any portion of 
any option which has not become exercisable pursuant to Section 
7.03 prior to the death of the employee or termination of 
employment shall expire on the employee's date of death or 
termination date, if termination is for reasons other than 
retirement or total and permanent disability.

          7.03.     Any option granted under this Plan may be 
immediately exercised by the holder thereof.  Such an option may 
be exercised in whole or in part at the time it becomes 
exercisable or from time to time thereafter, until the expiration 
of the option.

8.00      PAYMENT FOR OPTIONED SHARES
          When a person holding an option granted under this Plan 
exercises any portion of the option he shall pay the full option 
price for the shares covered by the exercise of that portion of 
his option within one (1) month after such exercise.  As soon as 
practicable, after the person notifies the Company of the 
exercise of his option and makes payment of the required option 
price, the Company shall issue such shares to the person.

9.00       RESTRICTIONS ON TRANSFER
           9.01     No right or privilege of any person under the 
Plan shall be transferable or assignable, except to the person's 
personal representative in the event of the person's death, and 
except as provided in Section 9.02, options granted hereunder are 
exercisable only by the person during his life. 

          9.02     If an person dies holding outstanding options 
issued pursuant to this Plan, his personal representative shall 
have the right to exercise such options only within one year of 
the death of the person.

10.00     RECLASSIFICATION, CONSOLIDATION OR MERGER
          If and to the extent that the number of issued shares 
of common stock of the Company shall be increased or reduced by 
change in par value, split-up reclassification, distribution of a 
dividend payable in stock, or the like, the number of shares 
subject to direct issuance or an option held by a person and the 
option price per share shall be proportionately adjusted. If the 
Company is reorganized or consolidated or merged with another 
corporation, the person shall be entitled to receive direct 
issuance or options covering shares of such reorganized, 
consolidated, or merged company in the same proportion, at an 
equivalent price, and subject to the same conditions.

11.00     DISSOLUTION OR LIQUIDATION
          Upon the dissolution or liquidation of the Company, the 
options granted hereunder shall terminate and become null and 
void, but the person shall have the right immediately prior to 
such dissolution or liquidation to exercise any options granted 
and exercisable hereunder to the full extent not before 
exercised.

12.00     BINDING EFFECT
          This Plan shall inure to the benefit of and be binding 
upon the Company and its employees, and their respective heirs, 
executors, administrators, successors and assigns.

13.00     ADOPTION OF PLAN
          This Plan has been duly adopted by the Board of 
Directors of the Company on September 1, 1996.

14.00     NOTICES
          Any notice to be given to the Company under the terms 
of this plan shall be addressed to such address as is set forth 
on the first page hereof.

     IN WITNESS WHEREOF, the Company has caused this Plan to be 
executed on its behalf by its President, to be sealed by its 
corporate seal, and attested by its Secretary effective the day 
and year first above written.

                              First Entertainment, Inc.

                              By A.B. Goldberg
                              A.B. Goldberg, President

ATTEST:

Cynthia Jones
Cynthia Jones, Secretary

(SEAL)

                              EXHIBIT 5
        Opinion of Counsel, David Wagner & Associates, P.C.
						
                    DAVID WAGNER & ASSOCIATES, P.C.
                    Attorneys and Counsellors At Law
                      8400 East Prentice Avenue
                         Penthouse Suite
                     Englewood, Colorado  80111
                      Telephone (303) 793-0304
                      Facsimile (303) 771-4562

                            10/09/96

Board of Directors
First Entertainment, Inc.
1380 Lawrence Street
Suite #1400
Denver,  Colorado  80204

Gentlemen: 

Opinion of Counsel

     We have acted as counsel to First Entertainment, Inc. (the 
"Company") in connection with the preparation and filing of a 
Registration Statement on Form S-8 (the "Registration Statement") 
covering registration under the Securities Act of 1933, as 
amended, of the 350,000 shares of the Company's common stock, 
$0.008 par value per share (the "Shares") pursuant to the First 
Entertainment Special Compensation Plan September 1, 1996, (the 
"Plan").  As  such, we have examined the Registration Statement, 
the Company's Articles of Incorporation and Bylaws, as amended, 
and minutes of meetings of its Board of Directors.

     Based upon the foregoing, and assuming that Shares will be 
issued as set forth in the Plan,  and Registration Statement, at 
a time when effective, and that there will be full compliance 
with all applicable securities laws involved under the Securities 
Act of 1933, as amended, the Securities Exchange Act of 1934, as 
amended, and the rules and regulations promulgated pursuant to 
said Acts, and in those states in which the Shares may be sold, 
we are of the opinion that, upon issuance of the Shares according 
the Registration Statement and receipt of the consideration to be 
paid for the Shares, the Shares will be validly issued, fully 
paid and nonassessable shares of Common Stock of the Company.  
This opinion does not cover any matters related to any re-offer 
or re-sale of the Shares by the Plan Beneficiary, once issued 
pursuant to the Plan as described in the Registration Statement.

     This opinion is not to be used, circulated, quoted or 
otherwise referred to for any other purpose without our prior 
written consent.  This opinion is based on our knowledge of the 
law and facts as of the date hereof.  We assume no duty to 
communicate with the Company in respect to any matter which comes 
to our attention hereafter.

Consent:

     We consent to the use of this opinion as an exhibit to the 
Form S-8 Registration Statement and to the reference to our firm 
in the Form S-8 Registration Statement.

                                  Very truly yours, 
                                  DAVID WAGNER & ASSOCIATES, P.C.

                          EXHIBIT 24.1
                  Consents of BDO Seidman, LLP
      CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

First Entertainment, Inc.
Denver, Colorado

We hereby consent to the incorporation by reference in the 
Prospectus constituting a part of this Registration Statement of 
our report dated March 29, 1996, relating to the consolidated 
financial statements of First Entertainment, Inc. appearing in 
the Company's Annual Report on Form 10-KSB for the year ended 
December 31, 1995.

                                  BDO Seidman, LLP

Denver, Colorado
October 3, 1996

September 24, 1996

Securities and Exchange Commission
450 Fifth Street N.W. 
Washington, D.C. 20549

RE:  First Entertainment , Inc. (A Colorado Corporation)

Gentlemen:

First Entertainment , Inc. (the Registrant), pursuant to Rule 
437 under the Securities Act of 1993, hereby makes written 
application to dispense with the written consent of Mitchell, 
Finley & Company, P.C. (Mitchell) in connection with the 
registration statement on Form S-8 attached hereto.

Mitchell audited the financial statements of the Registrant as of 
and for the fiscal year ended December 31, 1994.

Effective January 1, 1996, Mitchell combined its practices with 
BDO Seidman LLP.  In addition, Mitchells license to practice 
accountancy with Colorado Board expired on May 31, 1996.  
Accordingly, the firm can no longer practice under the name 
Mitchell, Finley & Company, P.C.

Please advise the undersigned immediately (1) if this application 
under Rule 437 is granted and (2) whether the obligation to 
furnish a letter from the former accountants as an exhibit to 
Form 8-K will also be waived.

                         Sincerely,
                         A.B. Goldberg 
                         A.B. Goldberg 

                        Exhibit 24.2
Consent of David Wagner & Associates, P.C. (Included in 
Exhibit 5)