As Filed with the Securities and Exchange Commission on February 14, 1997
                              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 OMNIBUS COMPENSATION PROGRAM
                                (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 Maximum   Proposed Maximum     Amount Of 
Securities       To Be     Offering Price Aggregate  Registration
Be Registered    Registered  Per Share (1)  Offering Price  (1)   Fee
                                                                     

COMMON SHARES      250,000       $0.50      $125,000               $100.00
$0.008 par value SHARES

OPTIONS TO PURCHASE 250,000        -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 Omnibus Compensation Program dated January 15, 1997 (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.   The Company's Quarterly Report on Form 10-Q for the fiscal 
quarter ended June 30, 1996.

         d   The Company's Quarterly Report on Form 10-Q for the fiscal 
quarter ended September 30, 1996.

     e.   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 15,000 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 (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 Com-
mission, 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 Omnibus Compensation Program, dated January 15, 
1997.

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 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 formation 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;

    (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 12th day of February, 1997.

                                      FIRST ENTERTAINMENT, INC.

                                       By: //A.B. Goldberg                 
                                          ------------------
                                          A.B. Goldberg
                                          Principal 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:   2/12/97 	                    By: //Burt Katz                  
                                          ----------------
                                          Burton Katz
                                          Director


Dated:   2/12/97                     By: //A.B. Goldberg           
                                        ----------------
                                          A.B. Goldberg
                                          Director


Dated:   2/12/97                     By //Theodore Jacobs          
                                         ----------------
                                          Theodore Jacobs
                                          Director


Dated:   2/12/97                     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 Com-
mission, 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 Omnibus Compensation Program, dated January 15, 
1997.

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  3.1 *

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


                                   EXHIBIT  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).


                                    EXHIBIT  4.1

First Entertainment Omnibus Compensation Program, Dated January 15, 1997

              FIRST ENTERTAINMENT OMNIBUS COMPENSATION PROGRAM

     THIS SERVICES STOCK COMPENSATION PLAN is adopted this 15th day of 
January, 1997, 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 develop a program 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 Omnibus 
Compensation Program (the "Program").

1.00      EFFECTIVE DATE AND TERMINATION OF Program
          The effective date of the Program is January 15, 1997, which is the 
day the Program was adopted by the Board. The Program will terminate on the 
earlier of the date of the grant of the final common stock or option for last 
common stock allocated under the Program or ten years from the date thereof, 
whichever is earlier, and common stock and no options will be granted 
thereafter pursuant to this Program.

2.00      ADMINISTRATION OF PROGRAM
          The Program 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 PROGRAM
    3.01      Subject to the provisions of the Program, 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 shares or an option, 
an individual must be a consultant, advisor or an employee of the Company or a 
consultant, advisor, or an employee of the Company, or a parent or subsidiary 
Corporation of the Company. The grant of common stock shall be confirmed by a 
written agreement which shall be executed by the Company and the grantee as 
promptly as practicable after such grant. More than one common stock agreement 
may be granted to an individual or entity. Shares shall be issued directly to 
such entities. 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 under such options 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 exercise price and option price (determined as of the 
time the shares or option are granted) of the stock for which any person may 
be granted shares or options under this Program (and all other Programs and 
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 PROGRAM
         4.01.    The Board, prior to the time shall reserve for the purposes 
of the Program a total of Two Hundred Fifty Thousand (250,000) of the 
authorized but unissued shares of common shares of the Company, provided that 
any shares as to which an option granted under the Program remains unexercised 
at the expiration thereof may be the subject of the grant of further options 
under the Program 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 $0.50 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 Program. In the absence of such specific determination, 
the share price will be $1.00 per share.

6.00      SUCCESSIVE OPTIONS
         Any option granted under this Program 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 Program or any other 
stock option Program of the Company.

7.00      PERIOD AND EXERCISE OF OPTION
        7.01.    Options granted under this Program 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 Program 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 Program 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 Program 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 Program, 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 Program 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 Program
           This Program has been duly adopted by the Board of Directors of the 
Company as of January 15, 1997.

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


     IN WITNESS WHEREOF, the Company has caused this Program 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 and 24.2

              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


Febraury 11, 1997

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 250,000 shares of the Company's common stock, 
$0.008 par value per share (the "Shares") and Options to Purchase 250,000 
common shares,  pursuant to the First Entertainment Omnibus Compensation 
Program Dated January 15, 1997, (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

Consent of BDO Seidman, LLP, independent Certified Public Accountants

             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.


                                        (Signed manually)
                                        BDO Seidman, LLP

Denver, Colorado
February 7, 1997
                                 EXHIBIT  24.2

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


 
February 11, 1997

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 
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
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 35875}]
{"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": "333-21861", "film-number": "97535948"}, "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"}]}
As Filed with the Securities and Exchange Commission on February 14, 1997
                              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 OMNIBUS COMPENSATION PROGRAM
                                (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 Maximum   Proposed Maximum     Amount Of 
Securities       To Be     Offering Price Aggregate  Registration
Be Registered    Registered  Per Share (1)  Offering Price  (1)   Fee
                                                                     

COMMON SHARES      250,000       $0.50      $125,000               $100.00
$0.008 par value SHARES

OPTIONS TO PURCHASE 250,000        -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 Omnibus Compensation Program dated January 15, 1997 (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.   The Company's Quarterly Report on Form 10-Q for the fiscal 
quarter ended June 30, 1996.

         d   The Company's Quarterly Report on Form 10-Q for the fiscal 
quarter ended September 30, 1996.

     e.   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 15,000 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 (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 Com-
mission, 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 Omnibus Compensation Program, dated January 15, 
1997.

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 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 formation 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;

    (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 12th day of February, 1997.

                                      FIRST ENTERTAINMENT, INC.

                                       By: //A.B. Goldberg                 
                                          ------------------
                                          A.B. Goldberg
                                          Principal 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:   2/12/97 	                    By: //Burt Katz                  
                                          ----------------
                                          Burton Katz
                                          Director

Dated:   2/12/97                     By: //A.B. Goldberg           
                                        ----------------
                                          A.B. Goldberg
                                          Director

Dated:   2/12/97                     By //Theodore Jacobs          
                                         ----------------
                                          Theodore Jacobs
                                          Director

Dated:   2/12/97                     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 Com-
mission, 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 Omnibus Compensation Program, dated January 15, 
1997.

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  3.1 *

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

                                   EXHIBIT  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).

                                    EXHIBIT  4.1

First Entertainment Omnibus Compensation Program, Dated January 15, 1997

              FIRST ENTERTAINMENT OMNIBUS COMPENSATION PROGRAM

     THIS SERVICES STOCK COMPENSATION PLAN is adopted this 15th day of 
January, 1997, 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 develop a program 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 Omnibus 
Compensation Program (the "Program").

1.00      EFFECTIVE DATE AND TERMINATION OF Program
          The effective date of the Program is January 15, 1997, which is the 
day the Program was adopted by the Board. The Program will terminate on the 
earlier of the date of the grant of the final common stock or option for last 
common stock allocated under the Program or ten years from the date thereof, 
whichever is earlier, and common stock and no options will be granted 
thereafter pursuant to this Program.

2.00      ADMINISTRATION OF PROGRAM
          The Program 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 PROGRAM
    3.01      Subject to the provisions of the Program, 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 shares or an option, 
an individual must be a consultant, advisor or an employee of the Company or a 
consultant, advisor, or an employee of the Company, or a parent or subsidiary 
Corporation of the Company. The grant of common stock shall be confirmed by a 
written agreement which shall be executed by the Company and the grantee as 
promptly as practicable after such grant. More than one common stock agreement 
may be granted to an individual or entity. Shares shall be issued directly to 
such entities. 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 under such options 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 exercise price and option price (determined as of the 
time the shares or option are granted) of the stock for which any person may 
be granted shares or options under this Program (and all other Programs and 
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 PROGRAM
         4.01.    The Board, prior to the time shall reserve for the purposes 
of the Program a total of Two Hundred Fifty Thousand (250,000) of the 
authorized but unissued shares of common shares of the Company, provided that 
any shares as to which an option granted under the Program remains unexercised 
at the expiration thereof may be the subject of the grant of further options 
under the Program 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 $0.50 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 Program. In the absence of such specific determination, 
the share price will be $1.00 per share.

6.00      SUCCESSIVE OPTIONS
         Any option granted under this Program 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 Program or any other 
stock option Program of the Company.

7.00      PERIOD AND EXERCISE OF OPTION
        7.01.    Options granted under this Program 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 Program 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 Program 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 Program 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 Program, 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 Program 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 Program
           This Program has been duly adopted by the Board of Directors of the 
Company as of January 15, 1997.

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

     IN WITNESS WHEREOF, the Company has caused this Program 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 and 24.2

              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

Febraury 11, 1997

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 250,000 shares of the Company's common stock, 
$0.008 par value per share (the "Shares") and Options to Purchase 250,000 
common shares,  pursuant to the First Entertainment Omnibus Compensation 
Program Dated January 15, 1997, (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

Consent of BDO Seidman, LLP, independent Certified Public Accountants

             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.

                                        (Signed manually)
                                        BDO Seidman, LLP

Denver, Colorado
February 7, 1997
                                 EXHIBIT  24.2

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

 
February 11, 1997

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 
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