SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933


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

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

     7887 E. BELLEVIEW AVE. SUITE 1114         80111
          DENVER, COLORADO                   (Zip Code)
     (Address of principal executive office)


                  FIRST ENTERTAINMENT COMPENSATION PLAN-1999B
                             (Full title of plan)




(Name, address, including zip code, and telephone number, including area code,
of agent for service of process)
                                 A.B. GOLDBERG
                       7887 E. BELLEVIEW AVE. SUITE 1114
                            DENVER, COLORADO 80111
                                (303) 228-1650

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


<PAGE>
                        CALCULATION OF REGISTRATION FEE


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

COMMON SHARES         1,000,000      $0.80               $800,000     $100.00
$0.008 par value      SHARES

OPTIONS TO PURCHASE   1,000,000         -0-                    -0-         -0-
COMMON SHARES

TOTAL                                                                 $100.00


     (1)  Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933 and based upon the
average of the high and low sale prices of the shares on the OTCBB on April 21,
1999.

<PAGE>
                                  PART I

PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     This registration statement relates to two separate prospecti.

     Items  1  and  2  hereof,   and the documents  incorporated  herein by
reference  pursuant  to  Part II, item  3  hereof,  constitutes  the  first
prospectus  relating  to  offers  by  the  Company  to  its  employees  and
consultants of 1,000,000  shares  (the  "Shares") of common stock,$.008 par
value, $.80 per share (the "Common Stock"),   to  be  issued   pursuant the
Company's First Entertainment Compensation  Plan 1999B  (the "Stock Plan").
The  second   prospectus   relates to the re-offer or resale of any  Shares
which are deemed to be "control   securities"  or  "restricted  securities"
under  the  Securities Act of 1933, as amended.  The  Company's   principal
offices are located  at 7887 E. Bellview, Suite 1114,  Englewood, CO 80111;
telephone 303/228-1650.

                                   PROSPECTUS
                                   ----------

Item 1. Plan Information

                             STOCK PLAN INFORMATION

     The Stock Plan was  established  by  the Company effective on March 1,
1999 to provide the Company  flexibility and to conserve the Company's cash
resources  in  compensating  certain of its technical,  administrative  and
professional employees and  consultants.   The  issuance  of  shares  under
the    Stock   Plan  is   restricted   to   persons   and  firms   who  are
closely-related   to  the  Company  and who provide  services in connection
with the development,  production  of the  Company's  products or otherwise
in  connection  with  its  business.  The   Stock   Plan   authorizes   the
Company  to issue  up  to  1,000,000 shares of the Company's  Common Stock.
Shares must be issued only for  bona  fide  services  and may not be issued
under the Stock Plan  for services in   connection  with the offer and sale
of  securities  in  a   capital-raising or capital  promoting  transaction.
Shares are awarded under the Stock Plan pursuant to individually negotiated
compensation contracts  as  determined   and/or approved  by the Stock Plan
Committee   (the   "Committee").   The  eligible    participants    include
directors,  employees  and  non-employee   consultants   and  advisors. The
Company intends  to award options for up to 400,000 shares of common  stock
(included  as part of the 1,000,000 subscribed above) under the Stock  Plan
to its directors  to  compensate  them  for  their  past  service   on  the
Company's   Board  of Directors. Subject to the restriction that shares may
not be awarded under the Stock Plan to persons  owning  beneficially  or of
record ten  percent  (10%)  or  more  of  the  Company's  then  outstanding
Common Stock or who would own such amount of shares as a result of an award
under the Stock Plan,  there is no limit as to the  number  of shares which
may be awarded to a single  participant. The Company  anticipates   that  a
substantial   portion  of the remaining shares to be issued under the Stock
Plan will be issued as compensation  to  technical  consultants, attorneys,
and  advisors  to  the  Company who provide  development  services  to  the
Company in the  development  and  testing  of  its  various   products  and
services.

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

Item 2. Registrant Information and Employee Plan Annual Information

     The Registrant shall provide without charge,   upon  written  or  oral
request, the  documents  incorporated  by  reference  in  Item  3  of  Part
II   of   this  Registration  Statement.  Such  documents are  incorporated
by reference in the  Section  10(a)  prospectus.  The Registrant shall also
provide  without  charge,  upon  written   or  oral   request,   all  other
documents   required   to  be   delivered  to employees  pursuant  to  Rule
428(b).  Any and all such requests shall be directed to the  Registrant  at
its office at 7887 E. Bellview, Suite  1114, Englewood, CO 80111, attention
President.

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

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

     The   Company's   principal   offices are located at 7887 E. Bellview,
Suite 1114,Englewood, CO 80111; telephone 303-228-1650.

     THIS  PROSPECTUS  DOES NOT  CONSTITUTE   AN  OFFER TO SELL  SECURITIES
IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO  MAKE  SUCH  OFFER  IN
SUCH STATE.
                 The date of this Prospectus is April 21, 1999

                                   PROSPECTUS
                                   ----------

                        FIRST ENTERTAINMENT HOLDING CORP.

                       1,000,000 shares of Common Stock,
                            $.008 par value per share

     This  Prospectus  relates  to  up to 1,000,000 shares of common stock,
$.008 par value  (the  "Common  Stock"),   of  First  Entertainment Holding
Corp.,   a  Nevada  corporation (the "Company"),  to be issued  to  various
individuals and affiliates  of  the  Company   pursuant   to the  Company's
First  Entertainment  Compensation   Plan  1999B which are deemed   control
securities and may be re-offered and resold  from   time  to time  by  such
affiliates.   All  of the  shares  of  Common  Stock registered  hereunder,
are sometimes hereinafter  referred  to as the "Securities." The holders of
the shares of Common Stock are sometimes  hereinafter collectively referred
to as the  "Selling  Stockholders."  All costs  in   connection   with  the
registration of the Securities are being borne by the Company.  The Company
will  not  receive  any  of  the  proceeds  from the sale of the Securities
pursuant to this Prospectus.

     The Common Stock is quoted on the OTC Bulletin  Board  operated by the
NASD  under  the  symbol "FTET." The last reported  closing bid  and  asked
prices of the Common  Stock on April 21, 1999 were $.91 and $.93 per share,
respectively.

     THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE PURCHASED
ONLY BY THOSE PERSONS WHO  CAN  AFFORD TO LOSE THEIR ENTIRE INVESTMENT. THE
COMPANY  HAS INCURRED SUBSTANTIAL  OPERATING  LOSSES.  SEE  "RISK  FACTORS"
HEREIN.

     THESE   SECURITIES   HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION.

     Information    contained    herein  is  subject  to   completion    or
amendment. A registration  statement   relating   to these  securities  has
been   filed   with  the  Securities   and  Exchange   Commission.    These
securities may not  be  sold nor may offers to buy be accepted prior to the
time  the registration  statement   becomes  effective.   This   Prospectus
shall  not  constitue  an  offer  to  sell  or the solicitation of an offer
to buy  nor  shall  there  be  any sale of these  securities in any Sate in
which  such  offer,  solicitation  or  sale  would  be  unlawful  prior  to
registration or qualification under the securities laws of any such State.

     NEITHER  THE   SECURITIES  AND EXCHANGE   COMMISSION   NOR  ANY  STATE
SECURITIES COMMISSION  HAS PASSED  UPON  THE  ACCURACY OR  ADEQUACY OF THIS
PROSPECTUS.   ANY REPRESENTATION TO THE CONTRARY  IS  A  CRIMINAL  OFFENSE.
THIS  PROSPECTUS  DOES NOT  CONSTITUTE  AN OFFER TO SELL  SECURITIES IN ANY
STATE TO ANY PERSON  TO  WHOM  IT  IS  UNLAWFUL  TO MAKE SUCH OFFER IN SUCH
STATE.

     The  Selling   Stockholders   directly  or  through  agents,   dealers
or  underwriters to be designated from time to time may sell the Securities
on terms  to  be  determined at the time of sale.  To the extent  required,
the number of Securities  to  be  sold,  the respective  purchase price and
public offering price, the name of any agent,   dealer  or  underwriter and
any  applicable  commissions or discounts  with  respect  to a   particular
offer  will be  set  forth  in  and accompanied by a Prospectus Supplement.
See "Plan of Distribution."

     The Selling   Stockholders  and any  agents,  dealers or  underwriters
that participate  with  the  Selling   Stockholders  in the distribution of
their shares may be deemed to be  "underwriters"  within the meaning of the
Securities  Act  of  1933,  as  amended (the "Securities  Act"),   and  any
commissions  received by them and  any profits on the resale of the Selling
Stockholders' shares, may be deemed  to  be   underwriting   commissions or
discounts    under  the   Securities   Act.  Under  applicable  rules   and
regulations  promulgated  under  the  Securities   Exchange Act of 1934, as
amended  (the "Exchange  Act"),  any person engaged in  a  distribution  of
securities  may  not  simultaneously bid for or purchase  securities of the
same  class  for  a  period   of  two  (2)  business   days  prior  to  the
commencement  of such distribution.   In   addition,  and without  limiting
the   foregoing,   the  Selling  Stockholders   will   be  subject  to  the
applicable   provisions of the Exchange Act and the rules  and  regulations
thereunder, including,  without  limitation,  Rules 10b-2, 10b-5, 10b-6 and
10b-7,  in  connection  with  transactions  in  the Securities  during  the
effectiveness of the Registration  Statement of which this Prospectus forms
a  part.  All  of the  foregoing  may  affect  the   marketability   of the
Securities.

              The date of this Prospectus is April 21, 1999.

                           AVAILABLE INFORMATION

     The  Company  is  subject  to  the   information  requirements  of the
Securities  Exchange  Act of 1934,  as  amended   (the   "Exchange   Act"),
and in  accordance  therewith   files   reports,   proxy   statements   and
other   information   with  the  Securities  and  Exchange  Commission (the
"Commission"). Reports, proxy statements
and  other   information   filed  by  the  Company  in accordance with  the
Exchange  Act  can  be  inspected and copies made at the  public  reference
facilities   maintained by  the   Commission   at  Room   1204,   Judiciary
Plaza,  450 Fifth   Street,   N.W.,  Washington,   DC  20549;  Suite  1400,
Northwestern  Atrium  Center,  500 West Madison Street,  Chicago,  IL 60661
and 7 World Trade Center, New York,  NY  10048. Copies of such material can
be obtained at prescribed  rates from the  public  reference section of the
Commission  at  450  Fifth  Street,  N.W.,   Washington,    DC  20549.  The
Commission   maintains  a  web-site  that  contains   reports,   proxy  and
information statements and other information regarding the Company that are
on  file  with the Commission. The address of the Commission's web-site  is
http://www.sec.gov.

     The Company has filed with the Commission a Registration  Statement on
Form  S-8  (including   all    amendments    thereto,   the   "Registration
Statement"),   with  respect  to the Common  Stock   offered   hereby.   As
permitted   by  the  rules  and  regulations   of  the   Commission,   this
Prospectus  does not  contain all of the
information  set  forth  in the  Registration  Statement  and the  exhibits
and schedules thereto.   For  further information about the Company and the
Securities offered hereby, reference  is made to the Registration Statement
and  the exhibits thereto, which may be  examined  without  charge  at  the
public  reference  facilities  maintained  by  the Commission at Room 1204,
Judiciary  Plaza,  450 Fifth Street, N.W.,  Washington,   DC   20549,   and
copies  of which  may be  obtained  from the Commission upon payment of the
prescribed fees.

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


              INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The  Company   incorporates   herein  by   reference   the   following
document heretofore  filed with the Commission:  the Annual Report  of  the
Company  on  Form  10-KSB  for the fiscal  year ended  December  31,  1998;
and, Forms 8-K filed subsequent  the  fiscal year end and prior to the date
of this Prospectus.

     All documents filed by the Company  pursuant to Sections 13(a), 13(c),
14 or 15(d) of the  Exchange  Act after the  date  of this  Prospectus  and
prior to the termination  of the  offering  hereby  shall be  deemed  to be
incorporated by reference in this  Prospectus and to  be a part hereof from
the  date  of  filing  of  such documents.  Any statement  contained  in  a
document  incorporated  herein by reference  shall be deemed to be modified
or  superseded  for  purposes  of  this  Prospectus   to the extent  that a
statement  contained  herein (or in any other subsequently  filed  document
which also is  incorporated herein by reference)modifies or supersedes such
statement. Any statement so modified or superseded shall   not be deemed to
constitute  a part  hereof  except  as so  modified  or superseded.

     The   Company  will  provide,  without  charge  to  each   person   to
whom a Prospectus   is  delivered,   on  the written or oral request of any
such person,  a copy of any or all of the  documents incorporated herein by
reference, other than exhibits to such documents  unless  such exhibits are
specifically  incorporated  by  reference  into  the information   that  is
incorporated   into  the  Prospectus.  Such written   requests   should  be
directed to the  Secretary  of the Company at 7887 E. Bellview, Suite 1114,
Englewood, CO 80111,  telephone  (303)228-1650.

                            PROSPECTUS SUMMARY

     The  following  summary  is  qualified   in  its  entirety by the more
detailed descriptions  and financial  information and statements  appearing
elsewhere  in  this  Prospectus  and the documents incorporated  herein  by
reference.

The Company
------------

     The  Company  is  in  a  multi-media  entertainment  company,  holding
controlling interests in five distinct  segments,  two active and three non
operating.   The two active segments, which are overviewed  by  the  parent
company, FEHC,  are  known  as  "Radio,"  and "Live Entertainment.  The non
operating segments are known as "Film", "Retail"  and "Internet".  See "The
Company" and "Risk Factors" below.

     The Company's principal offices are located at 7887 E. Bellview, Suite
1114, Englewood, CO 80111, telephone (303) 228-1650.

The Offering
-------------

     Up to 1,000,000 shares of Common Stock are being  offered  pursuant to
this  Prospectus  which  may  be offered from time to time by  the  Selling
Stockholders for their own account.

Plan of Distribution
---------------------

     The Selling Stockholders,  directly or through agents or underwriters,
may offer and sell from time to time  all  or  any  part  of the Securities
held by them in amounts and on terms to be determined or at  quoted  prices
then  prevailing on the NASD Bulletin Board. See "Plan of Distribution."




                               RISK FACTORS

     Investment in the Company's securities involves a high degree of risk.
Investors  should  carefully consider the following  factors, among others,
relating to the Company.

HISTORY OF LOSSES AND GOING CONCERN ISSUE.

     During the period  from  inception  (January 17, 1985) to December 31,
1998,  the  Company  incurred  operating  losses   in   each  fiscal  year.
Cumulative net losses for that period amount to approximately  $16,200,000.
As  of  December  31,  1998,  the  Company  had a stockholders' deficit  of
approximately $483,000 had an excess of current  liabilities  over  current
assets of approximately $1,500,000, and, in some cases, has been unable  to
meet  its obligations as they become due.  The independent certified public
accountants'  report  on the financial statements of the Company contain an
explanatory paragraph,  which,  in  general, indicates that the Company has
suffered recurring losses from operations, has a working capital deficiency
and has defaulted on a substantial portion  of  its  debt. These conditions
raise substantial doubt about its ability to continue  as  a going concern.
Management's plans include obtaining additional financing, and/or extending
its  existing debt obligations, and/or obtaining additional equity  capital
and ultimately  achieving  profitable  operations.  In  April  of  1999 the
Company was successful in obtaining financing from the First National  Bank
of Gillette to pay debt to a creditor totalling $125,000 which came due  on
March  31,  1999.   The financial statements do not include any adjustments
that might result from these uncertainties.

LIMITED PUBLIC MARKET

     Historically, there  has  been  a limited public market for the Common
Shares of the Company. There can be no  assurance  that  a  larger,  liquid
market  will  ever  develop  or  that  if  developed, it will be sustained.
Individuals  may  not be able to liquidate their  investment  on  favorable
terms at the time they desire to do so.

POTENTIAL FUTURE SALES PURSUANT TO RULE 144 BY EXISTING SHAREHOLDERS

     At  February  28,  1999,  there  were  10,046,795  shares  issued  and
outstanding. Most of  these  shares  of  Common Stock held by the Company's
present shareholders have not been registered  under  the Securities Act of
1933,  as  amended  (the  "Act")  but  are,  under  certain  circumstances,
available for public sale pursuant to Rule 144, promulgated under  the Act.
Approximately  95%  of  these  restricted  shares have passed the date upon
which  such  restricted  shares  may be sold in  reliance  upon  Rule  144.
Generally,  under  Rule  144,  a  person   (or  persons  whose  shares  are
aggregated) who has satisfied a one year holding  period may, under certain
circumstances, sell within any three month period a  number of shares which
does  not  exceed the greater of one percent (1%) of the  then  outstanding
Common Stock  or the average weekly trading volume during the four calendar
weeks  prior to  such  sale.   Rule  144(k)  also  permits,  under  certain
circumstances,  the  sale  of  shares  without any quantity limitation by a
person who has not been an affiliate of  the  Company  for at least 90 days
and who has satisfied a two year holding period. The possibility  of  sales
under  Rule  144  may  adversely  affect  the market price of the Company's
securities. However, there can be no guarantee  what the precise effect, if
any, will be as a result of the registration of these Common Shares.

INTENSE COMPETITION.

     Competition is intense in each segment of the  entertainment  industry
in  which  the  Company engages.  Many of the organizations with which  the
Company will be in  competition  have  far  greater  financial and creative
resources and larger staffs than the Company.  In addition,  many  of  such
organizations  have  proven,  successful  operating  histories,  which  the
Company lacks.

NEGOTIATION OF RIGHTS TO LITERARY PROPERTIES AND OTHER RISKS.

     The  negotiation  of  acquisition,  production  financing, production,
distribution and sub-distribution agreements can be a  critical  factor  in
the  Company's  business.   There can be no assurance of the success of any
such negotiations.  It is possible that any or all of the projects packaged
by  the  Company  could  fail to  receive  any  commitment  for  production
financing, production or distribution.

     Even  when funds are obtained  for  the  production  of  a  particular
project, its  actual  production  may  be delayed because of various events
beyond  the  control  of  the company such as  labor  problems,  delays  in
supplies, props or costumes,  equipment breakdowns, weather delay and other
circumstances.  The Company intends  to  seek  insurance in order to reduce
its  exposure  to  such  risks,  but  the  company's success  in  obtaining
insurance  against  all  such  contingencies  is  unlikely  and  additional
financing may be required under such circumstances.   In  the  absence of a
completion bond, and in the event that such financing is not available,  or
substitute  artists,  screenwriters  or  producers  cannot  be engaged, the
project may have to be abandoned.  If, on the other hand, a delayed project
can be produced, it might be completed only at a substantially  higher cost
to the Company.

SPECULATIVE NATURE OF THE COMPANY'S BUSINESS.

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

SUCCESS DEPENDENT ON MANAGEMENT.

     Success of the  Company  depends on the continued active participation
of A.B. Goldberg, the Company's  President,  even though he does not devote
100% of his time to the Company. There is no employment agreement with him,
and  the Company has not obtained any "key-man"  insurance  from  which  it
would  benefit  in  the event of his death. However, the Company intends in
the future to negotiate  an  employment agreement with him. The loss of the
services of Mr. Goldberg would  adversely  affect the continued development
of the Company's business.

NO  ASSURANCE  OF  IDENTIFICATION,  ACQUISITION  OR   COMMERCIALIZATION  OF
ADDITIONAL TECHNOLOGIES.

     From time to time,  if  the  Company's  resources  allow,  the Company
intends  to  explore  the  acquisition   and  subsequent  development   and
commercialization  of additional  technologies  in  the  entertainment  and
internet  field.   There  can  be no assurance,  however,  that the Company
will  be  able  to  identify  any  additional  technologies  and,  even  if
suitable technologies  are  identified,  there can be no assurance that the
Company will have sufficient  funds to commercialize  any such technologies
or that any such technologies will ultimately be viable.

GOVERNMENT REGULATION

     The Company's internet products may be subject to extensive regulation
in countries other than the United States. There  can be no assurance  that
the Company  will be able to obtain the  approvals  necessary to market its
internet products outside of the United States.

PROPERTY RIGHTS.

     The  Company  has entered into  exclusive   license   agreements  with
respect to its internet products. There can be no assurance,  however, that
such license rights  will  provide  the Company with significant protection
from competitors. Property rights protection is  generally  uncertain,  and
involves  complex  legal and factual  questions. To date, there has emerged
no consistent policy regarding the breadth  of claims allowed in connection
with  such  property  rights  protection.  Accordingly,  there  can  be  no
assurance that any rights licensed by the Company  will  afford  protection
against  competitors with similar  technologies. Finally, there can  be  no
assurance  that the Company  will have the financial resources necessary to
enforce its property rights.

     Even  though   the   Company   has   licenses,  under the terms of the
Company's  license  agreements  the Company  is  generally responsible  for
protecting  such rights. Challenges  may be  instituted   by third  parties
as  to  the   validity, enforceability  and  infringement  of  the  rights.
Further,  the  cost  of the
litigation   to   defend   any   challenge   to  uphold  the  validity  and
enforceability and prevent infringement  of  the  Company's licensed rights
can be substantial. Any or all of the above could result  in the  Company's
business  being  materially  and  adversely  affected. The Company  may  be
required  to  obtain   additional  licenses  from  others  to  continue  to
refine, develop, and market  new products. There can be no  assurance  that
the  Company  will be able to  obtain   any such  licenses  on commercially
reasonable   terms or at all or that the rights  granted  pursuant  to  any
licenses will  be  valid  and  enforceable.  There can be no assurance that
others will not independently  develop similar  technologies.

     No assurance can be given that others will  not independently  develop
or  obtain  access to such materials or processes, or  that  the  Company's
competitive position will not be adversely affected thereby.

NO DIVIDENDS WITH RESPECT TO COMMON STOCK

     The  Company   has  not paid any cash  dividends  with  respect to its
Common Stock,  and it is unlikely  that  the Company will pay any dividends
on its Common Stock in the foreseeable future.   Earnings, if any, that the
Company  may  realize  will  be  retained  in  the  business   for  further
development and expansion.

FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISK.

     This Prospectus contains forward-looking statements within the meaning
of  section 27A of the Securities Act of 1933, as amended, and section  21E
of the  Securities  Exchange  Act of 1934, as amended, including statements
regarding, among  other  items (i) the  Company's  growth  strategies, (ii)
the  Company's products, (iii)  the need for additional  financing,  and in
general,  (iv)  the need for and  uncertainty  with  respect  to  necessary
regulatory  clearances,   (v)  commercial  acceptance  of  certain  of  the
Company's  products,   and  (vi)  the  Company's  ability  to  successfully
commercialize its products  and  to achieve profitability in general. These
forward-looking    statements  are  based   largely   on   the    Company's
expectations    and    are    subject    to   a   number   of   risks   and
uncertainties, certain of which are beyond  the  Company's  control. Actual
results could differ materially from these forward-looking statements  as a
result  of  the  factors   described  in  "Risk  Factors," including, among
others,  regulatory, financial, market or general  economic  influences. In
light of these risks and uncertainties, there can be no assurance  that the
forward-looking  statements  contained  in  this  Prospectus  will in  fact
transpire or prove to be accurate.

                                THE COMPANY

     On December 15, 1997, First Entertainment, Inc. changed its  state  of
incorporation  from  Colorado  to  Nevada  and  changed  its  name to First
Entertainment  Holding  Corp.  (the  Company  or  FEHC).   The Company  was
originally incorporated under the laws of Colorado on January 17, 1985.

     Currently, the Company is a multi-media entertainment company, holding
controlling interests in five distinct segments, two active  and  three non
operating.   The two active segments, which are overviewed by   the  parent
company, FEHC,  are  known  as  "Radio,"  and "Live Entertainment.  The non
operating   segments  are  known  as  "Film",  "Retail"   and   "Internet".
Initially,  the   Company's   business   consisted  of  the  production  of
pre-recorded  travel  guides and special interest  videos.   In  1987,  the
Company  entered  the radio  broadcasting  business  by  acquiring  Quality
Communications, Inc.,  a  Wyoming corporation pursuant to which the Company
operates the radio segment  of its business.  In 1992, the Company acquired
a  controlling interest in First  Films,  Inc.  ("FFI"),  a  publicly  held
Colorado   corporation,   under  which  its  film  and  live  entertainment
operations  are  undertaken.   In  December  1996,  the  Company  commenced
operations of selling  infomercial products in freestanding unmanned kiosks
in major retail malls including  U.S.  Military  bases.   This  segment was
known as the "retail" segment.  In January, 1998 the Company determined  to
discontinue  the  operations  of  the "retail" segment as a result of lower
than expected sales.  In December 1997, the Company acquired an interest in
Global Internet Corp. (Global Internet).   Global Internet is a development
stage company whose planned business activity was to commence operations of
an internet gaming site.  The investment in Global Internet was written off
as of December 31, 1997 and as of December 31, 1998 Global Internet had not
yet commenced its planned principal operations.

Radio

     In October 1987, the Company entered the  radio  broadcasting business
through   the   acquisition  of  Quality  Communications,  Inc.   ("Quality
Communications"),  a  Wyoming  corporation.   The  Company, through Quality
Communications,  operates  a  radio station, 100.7, "The  Fox",located   in
Gillette, Wyoming.

     In November 1993, the Company  changed  the  music format of the radio
station formerly known as KGWY, or Y-100, from a top-40 station to a format
known  as the "Heart of Rock."  In February, 1995 the  format  was  changed
again to  contemporary  country.  The changes have had a positive effect on
its market share and gross revenues.  Independent  market  surveys show the
radio station has approximately 44% of the market in Gillette, Wyoming.  In
1996,  the  radio  station started promoting concerts using up  and  coming
country and western  singers.  The radio station was a venue to promote the
concerts and add an additional source of revenue for the radio station.
Live Entertainment

     FFI acquired 100  percent  of  the  outstanding stock of Comedy Works,
Inc., a Colorado corporation, on September  13,  1990  in  an  exchange for
200,000,000 shares of common stock.  Comedy Works was incorporated  in 1982
and  has operated one comedy club from its Larimer Square, Denver, Colorado
location  since  that  time.  Comedy Works Larimer Square typically has ten
shows per week and has averaged  over 2,000 customers per week for the past
fifteen years.

     The goal of Comedy Works is to produce first-rate shows in the theater
environment.  Revenues are generated  through both ticket sales at the door
and beverage and food sales at tables.  The club is open to the public only
for shows, which last from 1 to 2 hours  each,  and number as many as three
per night.  Non-show times are devoted to preparing  and  producing  a show
that  changes  completely  each  week,  and  to promoting and marketing the
nightclub.

Video

     Initially, the Company entered the pre-recorded  videocassette product
market  through  the  design, production and distribution  of  pre-recorded
videocassette  travel  guides   and  later  expanded  into  production  and
distribution of special interest videocassette productions.  The Company is
no longer active in the video market.

Retail

     In  December 1996, the Company  commenced  operations  of  its  retail
segment through  its subsidiary, "The Best of As Seen On TV, Inc." (ASOTV).
The  segment  consisted  of  selling  the  most  common  and  most  popular
infomercial products  in  free  standing un-manned kiosks in retail outlets
throughout the United States.  The  Company  opened its first four unmanned
locations in December, 1996, in Pearl Harbor,  Andrews  Air  Force Base and
Bolling  Air  Force  Base  in Washington, D.C. and Lechmere's in Cambridge,
Massachusetts.  In March 1997,  the  Company  terminated its unmanned kiosk
operations when the leases to its first four locations  were  not  renewed.
Sales  volumes  at  the  unmanned  kiosk  locations  were not sufficient to
maintain  profitable  operations.   The  Company  turned  its   efforts  to
operating  manned  kiosks  in  major  retail malls.  Each manned kiosk  was
approximately  250 square feet and sold  the  top  50  selling  infomercial
products.  Commencing  August,  1997,  the  Company opened six manned kiosk
locations in six retail malls located in the Denver metropolitan area.  The
sales volumes for the manned kiosks were less than projected and in January
1998, the Company determined to discontinue the  operations of ASOTV due to
operating
losses and lack of working capital to further develop the concept.

     The  result of operations of ASOTV for the years  ended  December  31,
1998 and 1997  are disclosed as discontinued operations.The assets of ASOTV
were written down to their estimated net realizable
value resulting  in  a  write  down  of  $490,000  which is included in the
accompanying statement of operations for the year ended  December  31, 1997
as part of the loss from discontinued operations.

Internet Activities

     On  May  1,  1997,  the  Company entered into an agreement with Global
Casino, Inc. (Global Casino) to acquire 1,500,000 shares of common stock of
Global Internet Corp. owned by Global Casino and a $375,000 note receivable
from Global Internet owed to Global Casino in exchange for 30,000 shares of
FEHC Class B Convertible Stock  (Class  B  Stock).   Each  share of Class B
stock  is  convertible  into 12.5 shares of FEHC restricted  common  stock.
The  acquisition  of  Global   Internet   required   the  approval  of  the
shareholders  of  FEHC.   On  December  5,  1997 the shareholders  of  FEHC
approved (i) the increase in the authorized shares of FEHC common stock and
(ii)  the  acquisition  of Global Internet Corp.  For  accounting  purposes
control of Global Internet  did  not  change until December 5, 1997 and, as
such, December 5, 1997 is considered the acquisition date.

     In  June  1997,  FEHC  issued 14,080 shares  of  Class  B  convertible
preferred  stock  to two officers  of  Global  Internet,  in  exchange  for
$176,000 of accrued  but unpaid compensation.  Global Internet owed the two
officers compensation  under  the terms of long term employment agreements.
For accounting purposes the Class  B  convertible  preferred  shares issued
were  recorded  on  December  5,  1997,  the date the shareholders of  FEHC
approved an increase in the authorized shares of common stock.

     Global Internet was in the process of  developing  a  virtual internet
casino   and   had   a  Web  Site  Development  and  Maintenance  Agreement
(Development Agreement)  with Electronic Data Systems (EDS) and DDB Needham
to develop the web site for approximately $1,200,000, of which $300,000 had
been  expended  on  the  web  site   development  prior  to  the  Company's
acquisition of Global Internet.  FEHC  was  unable  to obtain the financing
needed  to complete the web site development and the Development  Agreement
was terminated.

     In December,  1997  Global  Transaction  Services, Ltd, a wholly owned
subsidiary  of  FEHC,  was  issued  an  internet gaming  license  from  the
Commonwealth of Dominica to establish and  operate  a computer based gaming
business operating exclusively as an off-shore business.   The  license  is
for  a  period of five years.  In order to maintain the license, operations
must commence within one year and continue without significant interruption
throughout its term.

     In accordance  with the terms of an agreement dated December 15, 1997,
if funding of at least  $1  million  was not received by Global Internet by
February 28, 1998, FEHC agreed to sell  to Anthony Kay, president of Global
Internet,  all  of  the  shares of Global Transaction  Services,  Ltd.  for
$17,000. Anthony Kay resigned as an officer and director of Global Internet
in March, 1998.

     On March 2, 1998, Global  Internet  was  notified of its default under
the  December  15,  1997  agreement and the shares  of  Global  Transaction
Services, Ltd which holds the gaming license, were sold to Anthony Kay.

     On July 30, 1998, the  Company  repurchased  all  of  the  issued  and
outstanding  shares of Global Transaction Services Ltd. from Anthony Kay by
issuing 50,000 shares of common stock of FEHC.

     The ability  of  the  Company  to  obtain  the  necessary financing to
commence operations of a virtual internet casino is uncertain  and  as such
the Company's investment in Global Internet was determined by management to
be  impaired.   Included  in  the  accompanying  consolidated statements of
operations for the year ended December 31, 1997 is  an impairment write-off
of approximately $558,000 representing the Company's  investment  in Global
Internet.

Other Business Developments

Balzac

     In April 1996, the Company acquired certain assets from Balzac,  Inc.,
a  private  company  which  manufactures  and distributes toys, including a
product line of toy balls.  The assets and rights acquired consisted of the
following: inventory of toy balls, the exclusive  license  to  sell  Balzac
products in Australia and various other rights.

     During  1996,  a  dispute  arose  between the Company and Balzac where
Balzac asserted a violation of the Purchase Agreement.

     In  April  1997,  Balzac and the Company  entered  into  a  Settlement
Agreement whereby Balzac  repurchased  the exclusive Australian License for
$800,000 and agreed to repay the Company  $200,000 which was the difference
between  the value of the seized inventory and  the  obligation  under  the
licensing  agreement.   The $1,000,000 is to be repaid over forty months at
8% per annum by liquidating  a  minimum of 25,000 shares of common stock of
FEHC per quarter held by Balzac,  Inc.   The  Company  would  be  paid  any
portion  of  the  sales price per share up to $1.00 and Balzac would retain
any portion of the  sales  price  over  $1.00  per share.  Any unsold stock
after 40 months will become the property of FEHC.  The ability of Balzac to
sell all 1,000,000 shares held by Balzac at a price  of  $1.00 to repay its
obligation was determined by management to be unlikely.  The  common  stock
of  FEHC  has  traded  at below $1.00 since August, 1997 and on February 5,
1998, the Company was delisted  from  NASDAQ.   As of December 31, 1997 the
note receivable from Balzac was determined to be  impaired  and was written
down to its net realizable value of $81,340 resulting in an impairment loss
of approximately $902,000.  During 1998, the note receivable was determined
to be further impaired and was written down to its net realizable  value of
$42,000  resulting  in an additional impairment of $39,340.  Subsequent  to
year end the Company  was  informed  by Balzac that it had filed Chapter 11
Bankruptcy  proceedings.  Management determined  the  note  receivable  was
unlikely to be  collected  and  the remaining $42,000 was written off as of
December 31, 1998.

Letters of Intent

     In June, 1998 FEHC signed a non-binding letter of intent with Intelek,
LLC ("Intelek") to form a joint venture  with  Intelek  for  the purpose of
developing and promoting entertainment sites on the internet.  In December,
1998  the Board of Directors determined not to pursue this opportunity  and
the letter of intent was terminated.

     In  July  1998  FEHC  signed  a  non-binding  letter  of  intent  with
SportsNet, Inc. (SNI) to operate an internet gaming site from the sovereign
nation  of the Commonwealth of Dominica pursuant to an International Gaming
License issued December 20, 1997, to a subsidiary of the Company.

     On September 15, 1998, the Company entered into a definitive agreement
with SportsNet, Inc. (SNI)  The effective date of the Agreement will be ten
days after  the following two events have occurred; (i) SNI has completed a
financing of not less than $1,000,000 and (ii) the Company has entered into
a contract with  a  credit  card  processor  for  participants in the Games
satisfactory to both the Company and SNI.

     The  Agreement, if and when it becomes effective,  would  continue  in
effect as long as the Company has a valid internet gaming license issued by
the Commonwealth   of  Dominica  or would terminate upon revocation of such
license by the Commonwealth of Dominica.

     The definitive agreement with  SportsNet,  Inc.  was  terminated as of
March 19, 1999 as SNI had not yet completed its financing of  $1,000,000 as
required by the agreement.

Global Games

     On  March  17, 1999 the Company signed a letter of intent with  Global
Games Corp. (Global  Games)  for the licensing of Global Games' sports book
software and related technology.   Under  the terms of the agreement Global
Games will receive a percentage of the net gaming revenue for the licensing
of  its  software  to the Company.  Consummation  of  this  transaction  is
subject to the completion  of  a  definitive  agreement and approval by the
Board of Directors of both companies.  Under the  letter  of intent, Global
Games will provide all technical service and support.  The gaming site will
be operated from the Commonwealth of Dominica and will be accessible  on  a
play  for fun basis from North America. The Company is unable to predict if
or  when  the  agreement  will  be  signed  and  the  transaction  will  be
consummated.

     On  March  20,  1999, the Company signed a letter of intent with EMNet
Corp ("EMNet") to form  a  joint  venture and create a significant Internet
based website business for "Comedy"  products  based around the affiliation
and content derived from a circuit of the leading  comedy clubs in America.
Revenue  streams  would be generated through providing  Internet  marketing
services  to member  clubs,  producing  regular  sponsored  live  exclusive
programming  on  the Internet and develop a pay-per-view model, and through
the sale of comedy  CD's  and  direct downloads, associated merchandise and
admissions to live performances  at  member  clubs.   The  closing  of this
transaction will be subject to negotiating a definitive agreement, approval
by  the  Board  of  Directors  of  both companies, completion of a detailed
business plan, completion of the required  agreements  with America On Line
("AOL") and the signing of a minimum of 5 member clubs.

Starnet Communications International Inc.

On  March  23,  1999, a wholly owned and newly acquired subsidiary  of  the
Company, Kensington  Investments  Inc., entered into a definitive agreement
with Softec Systems Caribbean Inc.,  a  wholly  owned subsidiary of Starnet
Communications  International,  Inc., to license internet  casino  software
which includes virtual casino games,  sports book and simulcast horse horse
and dog racing.

Softec will provide all hardware,software and appropriate connection to the
Internet  with sufficient bandwith to the  Company  that  would  allow  the
Company to  operate  an  internet  gaming  site.  The  Agreement  shall  be
effective  for  a  period  of  one  year and shall be automatically renewed
indefinitely with additional one year  terms  unless  the  Company notifies
Softec of its termination of the agreement in writing. Softec shall be paid
a one time start-up fee of $100,000 payable over the next ten  months and a
monthly  license  fee ranging from 12.5% to 25% of net monthly revenue  but
not less than $25,000  a  month.   The  $25,000 minimum monthly license fee
does not commence until 90 days after the first wager is accepted.

Kensington  will  operate the site in accordance  with  a  internet  gaming
license issued by the government of St. John's Antigua, West Indies.

The Company is committed to maintaining strict compliance with all existing
and pending U.S. legislation  regarding  internet gaming and in conjunction
with Softec, will build and operate this site  in  strict  compliance.  The
Company, in conjunction with Starnet, will build and operate  a gaming-for-
fun  site  that  will  be available to U.S. players and is intended  to  be
supported by advertising revenue.

In April, 1999 the Company  signed  a  letter  of intent with South Florida
publisher  Skarco  Press  for  the acquisition of the  exclusive   internet
rights  to  their  award  winning  Young   Jewish   Lifestyle  publication,
DIMENSIONS Magazine.

The Company intends to make available through www.dimensionsonline.com  the
magazine  to  every  major  advertising  market  in  the  U.S.  Each  major
advertising  market will have their own regional Internet edition providing
greater  opportunity   for  not  only  market  penetration  for  Dimensions
advertisers, but for significantly  increased  publishing  and distribution
revenues.

The  closing  of  this  transaction  will be subject to completion  of  due
diligence procedures, negotiating a definitive  agreement,  approval of the
Board of Directors of both companies. The Company is unable to  predict  if
or  when  an  agreement  will  be  sighned  and  the  transaction  will  be
consummated.

Competition

Radio

     100.7,  "The  Fox"  competes with seven other signals available in the
area.  Two of these radio  signals  originate  from Gillette, Wyoming.  The
Company presently enjoys the largest share of the  market,  estimated to be
44 percent.

Live Entertainment

     Competition   is   intense   in   the  comedy  and  music  night  club
entertainment industries.  On a national  level,  the  Company competes for
entertainers with companies that are better capitalized, highly visible and
have  longer  operating  histories  and  larger staffs in their  respective
locations.  None of the national comedy clubs  have  locations  in  Denver,
Colorado.   Comedy  Works  Larimer  Square  has been in business in Denver,
Colorado  for  17  years and the Company believes  it  to  be  the  highest
revenue-producing comedy  club  in  the  area.   The  Company believes that
Comedy  Works Larimer Square provides higher-quality acts  than  its  local
competitors,  reflected in the fact that it charges approximately twice the
admission price  of  its local competitors.  The main competitors of Comedy
Works Larimer Square are  both  individually-owned  and located in shopping
centers  in  the  suburbs, while Comedy Works is located  in  the  downtown
Denver area.

Licenses

     The Federal Communications  Commission (FCC) issues radio broadcasters
a license to operate within their assigned frequency for seven years. These
licenses,  upon  application,  are  renewable  for  additional  seven  year
periods.  The FCC issued KGWY its original  license  on October 1, 1983, to
operate at a frequency of 100.7 MHz, 24 hours a day, at  100,000  watts  of
effective  radiated power.  It was subsequently reissued in October of 1990
and 1997.  During  the  renewal  process  the  public has an opportunity to
express  its opinion of how well the particular station  is  servicing  its
broadcast  area.   Extreme public negativity during this period can hold up
the reissuance process.   In addition, frequent violations of FCC rules and
regulations can be cause for the denial of the station's license renewal.

     The FCC allots a certain  number  of  frequencies  for  each broadcast
area,based upon community need, population factors and the determination of
the  economic  viability  of  another  station  in  the  designated region.
Currently there are no other licenses available in the Gillette area. It is
possible  to request that the FCC reconsider opening up further frequencies
through  its  rule  making body, but this can be a time consuming  process.
All sales of stations and subsequent transfers of licenses must be approved
by the FCC.

     In December, 1997  the  Commonwealth  of  Dominica  issued an internet
gaming  license  to  Global  Transaction  Services, Ltd, which  allows  the
Company to establish and operate a computer based gaming business operating
exclusively as an offshore business. The license  is  for  a period of five
years  and  operations  must commence within one year and continue  without
significant interruption throughout its term.  Operations had not commenced
by December, 1998.  The Commonwealth  of  Dominica has extended the date to
commence operation to March 31, 1999 before  the  license  will expire. The
Company has received a verbal extension from the Commonwealth  of  Dominica
to June 30, 1999 for its internet gaming license although as of the date of
this prospectus an executed extension has not been received by the Company.

Seasonality

Radio

     Although revenues are spread over the entire calendar year, the  first
quarter  generally  reflects  the  lowest  and the fourth quarter generally
reflects  the  highest  revenues for each year.   The  increase  in  retail
advertising each fall in  preparation for the holiday season, combined with
political advertising, tends to increase fourth quarter revenues.

Live Entertainment

     The Company has found that its highest-revenue months are from July 15
to October 15 of each year.   From  approximately May 15 to July 15 of each
year,  business  is  typically  down 30 percent  below  average,  primarily
because customers prefer outdoor  activities  at that time of year.  During
the  holiday  season,  management  has  found  a  slight  increase  due  to
once-a-year  customers,  on  vacation  or  hosting  visiting   friends   or
relatives.

Employees

First Entertainment Holding Corp

     Currently, FEHC, the Holding Company, employs one part time executive.
The  Holding  Company  contracts  the  accounting,  management  information
systems  and  administrative  function  to  a  company  owned by the former
president of the Company and to other independent consultants.

Radio

     The Company employs approximately eight full-time employees  and  five
part-time  employees.   The  full-time employees, are engaged mainly in the
administrative radio operations  and  sales.   The  part-time employees are
engaged in the on-air activities as on-air personalities.

Live Entertainment

     This  division  has  five  full-time  employees  and approximately  26
part-time  employees.   Full-time  employees  are  management   staff   and
part-time employees are waitresses, bartenders, and door personnel.

Retail

     This  division  has  no  employees  as  of December 31, 1998 since the
business has been discontinued.












                          CERTAIN SELLING STOCKHOLDERS

     The following table sets forth, as of the  date  hereof, the aggregate
number  of  the   Company's   shares of  Common  Stock to be   offered   by
certain  Selling Stockholders  who are to be issued  shares of Common Stock
pursuant to the Plan which will  be  "control  securities" (as such term is
defined  in  the Act) assuming all shares being offered  pursuant  to  this
Prospectus are sold.

                                          Number of
                                          Shares to
Name and Address                          be Offered

A.B. Goldberg                                100,000
7887 E.Belleview Ave.
Suite 1114
Denver, CO 80111

Howard Stern                                 100,000
500 Corporate Drive
Suite 200
Ft. Lauderdale, FL 33334

William Rubin                                100,000
313 East Fort Ave.
Baltimore, MD 21230

Doug Olson                                  100,000
5495 Marion Street
Denver, CO 80216


                           PLAN OF DISTRIBUTION

     The Company   will  not  receive  any   proceeds  from the sale of the
shares of Common  Stock by the  Selling  Stockholders   pursuant   to  this
Prospectus.   The securities  offered by this  Prospectus  may be sold from
time to time by  all  of the  Selling  Stockholders.  Usual  and  customary
or  specifically  negotiated  brokerage  fees or commissions may be paid by
the Selling Stockholders.

     The Selling Stockholder through whom  such  securities are sold may be
deemed "underwriters" within the meaning of the Securities  Act of 1933, as
amended   (the  "Securities   Act"),   with   respect  to  the   securities
offered,  and  any  profits realized or commissions  received may be deemed
underwriting  compensation.  The Company has agreed to indemnify certain of
the   Selling   Stockholders   against   certain   liabilities,   including
liabilities under the Securities Act.

     At  the  time  a  particular  offer of the shares is made by or on the
behalf of a Selling Stockholder,  to  the  extent  required,  a  Prospectus
Supplement will be distributed  which will set forth the  number of  shares
being   offered  and the terms of the offering, including the name or names
of any underwriters,   dealers  or  agents,  the purchase price paid by any
underwriter for shares purchased from  the   Selling    Stockholders,   any
discounts,    commissions    and   other  items constituting   compensation
from  the   selling   Stockholders  and  any   discounts,  commissions   or
concessions  allowed or reallowed  or paid to dealers,  and the
proposed selling price to the public.

     The  shares  of  Common  Stock may be sold from time to time in one or
more transactions at a  fixed  offering  price,  which  may be changed,  at
varying prices determined  at the time of sale, or at  negotiated   prices.
Such  prices  will  be  determined   by  the   Selling  Stockholders  or by
agreement  between the Selling Stockholders and any underwriters.

     In order to comply with the applicable  securities   laws  of  certain
states,  if any, the shares of Common Stock will be offered or sold through
registered or licensed brokers or dealers in those states. In addition,  in
certain states  the shares  of  Common  Stock  may not be  offered  or sold
unless  they  have been registered  or  qualified  for sale in such  states
or an  exemption   from  such  registration or qualification requirement is
available and is complied with.

     Under applicable rules and regulations  promulgated under the Exchange
Act,  any  person  engaged  in  a  distribution    of  securities  may  not
simultaneously  bid for or purchase  securities  of  the  same  class for a
period   of  two  business  days  prior   to  the   commencement   of  such
distribution.   In   addition,   and   without  limiting the foregoing, the
Selling  Stockholders  will  be subject to applicable  provisions   of  the
Exchange   Act  and the  rules   and   regulations   thereunder,  including
without limitation Rules 10b-2, 10b-5, 10b- 6 and 10b-7, in connection with
transactions  in the shares during the  effectiveness  of the  Registration
Statement of which  this   Prospectus  is a part.  All of the foregoing may
affect
the marketability of the shares of Common Stock.

     The  Company  will  pay  all   of   the   expenses   incident  to  the
registration   of the  shares of Common  Stock  other   than  any  fees  or
expenses  of any  counsel retained by the Selling  Stockholders and any out
of pocket expenses  incurred  by  the  Selling   Stockholders or any person
retained by the Selling  Stockholders in connection  with  the registration
of the shares,  fees and expenses of compliance with  state  securities  or
blue sky  laws  and  commissions  and  discounts  of underwriters,  dealers
or agents, if any.




                       DESCRIPTION OF CAPITAL STOCK

     The    authorized   stock  of  the  Company   consists  of  50,000,000
authorized shares  of Common  Stock,  par value $.008 per share,  9,610,170
shares of which were  outstanding  as  of  December 31, 1998; and 5,000,000
authorized  shares of Preferred  Stock, $0.001  par  value,  consisting  of
1,500,000  shares  of  Class A Preferred Stock; 1,000,000 shares of Class B
Preferred Stock; and 1,000,000  shares  of Class C Preferred Stock. A total
of 10,869 Class A Preferred Stock, 13,040  Class  B Preferred Stock, and no
Class  C Preferred Stock were issued and outstanding  as  of  December  31,
1998.

     There  are  no  preemptive  rights  with respect to any of the capital
stock of the Company.

Common Stock
-------------

     Each share of Common Stock is entitled  to one vote,  either in person
or by proxy,  on all matters that may be voted  upon  by the owners thereof
at a meeting of the shareholders,  including the election of directors. The
holders of Common Stock (i) have equal,  ratable rights  to  dividends from
funds legally  available therefor,  when,  as and if declared  by the Board
of  Directors  of the Company; (ii) are entitled to share ratably in all of
the assets of the Company available for  distribution  to holders of Common
Stock  upon   liquidation,  dissolution or winding  up of the  affairs   of
the  Company;   (iii)  do  not have  preemptive  or redemption   provisions
applicable  thereto;  and  (iv)  are  entitled  to  one noncumulative  vote
per share on all matters on  which   shareholders  may vote at all meetings
of shareholders.

     All shares of Common Stock issued  and   outstanding   are,  and those
offered  hereby,   when   issued,   will  be fully paid and  nonassessable,
with no personal liability attaching to the ownership thereof.

Preferred Stock
----------------
     A total of One Million Five Hundred Thousand (1,500,000) shares of the
Company's $0.001 per share Preferred Stock  have  been designated Class "A"
7% Cumulative, Non-Participating, Convertible Preferred  Stock, which has a
7% dividend and is redeemable by the Company at face value  and convertible
into  common  shares of the Company. The rights of Class A preferred  stock
are superior to all other Preferred Stock.

     A total of  One  Million (1,000,000) shares of the Company's Preferred
Stock  have been designated  Class  "B"  6%  Cumulative  dividend,  payable
quarterly  if  and when declared, and are redeemable by the Company at face
value and convertible  into  common  shares of the Company at the option of
the Company. The rights of Class B preferred stock are subordinate to Class
A Preferred Stock.

     A total of One Million (1,000,000)  shares  of the Company's Preferred
Stock  have been designated Class "C"  Convertible  non-dividend  Preferred
Stock. The  Class C Preferred Stock is convertible into common stock of the
Company at a conversion price per share of Class C preferred stock equal to
the average previous  thirty  day bid price of the Common Stock on the date
of conversion. The rights of Class  C  preferred  stock  are subordinate to
Class A and Class B Preferred Stock.

Transfer Agent and Registrar
-----------------------------

     The  transfer  agent  for  the  Company's  Common  Stock  is  American
Securities  Transfer, Incorporated, 988 Quail Street, Suite 101,  Lakewood,
Colorado 80215.  The telephone number is (303) 234-5300. The Company itself
transfers its Preferred Shares.

     No  dealer,   salesman  or  other person  has been  authorized to give
any  information  or  to make any representations  not  contained  in  this
Prospectus and if given  or  made, such information or representations must
not  be  relied  upon as having been  authorized  by  the  Company  or  any
Underwriter. Neither  the  delivery  of this  Prospectus  nor any sale made
hereunder  shall under any  circumstances  create   any   implication  that
there  has  been no change in the  affairs  of the Company since  the  date
hereof.  This   Prospectus  does  not  constitute  an  offer  tosell  or  a
solicitation   of  an  offer to buy any of the securities offered hereby in
any  jurisdiction to any  person  or  to make such offer or solicitation in
such jurisdiction.







                     FIRST ENTERTAINMENT HOLDING CORP.

                     1,000,000 Shares of Common Stock

                             TABLE OF CONTENTS


AVAILABLE INFORMATION............................................

INCORPORATION OF CERTAIN DOCUMENTS
         BY REFERENCE............................................

PROSPECTUS SUMMARY...............................................

RISK FACTORS.....................................................

THE COMPANY.....................................................

SELLING STOCKHOLDERS............................................

PLAN OF DISTRIBUTION............................................

DESCRIPTION OF CAPITAL STOCK....................................


                        ---------------------------
                                PROSPECTUS
                        ---------------------------

                              April 21, 1999







<PAGE>
                                  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-KSB for the fiscal  year
ended December 31, 1998; and

     b.   The Company's Reports on Form 8-K which have been filed since the
Company's Annual Report, if any.

     c.   The description of  the Company's common stock from the Company's
Registration Statement on Form  8-A  filed with the Securiites and Exchange
Commission on February 26, 1987.

     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.

     The Registrant  is  registering  common shares and options to purchase
common shares. The common shares are registered  pursuant  to Section 12 of
the  Securities  Exchange Act of 1934, as amended. The Registrant  is  also
registering options.  For  a  description  of  the options, see Exhibit 4.1
attached hereto.

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 20,000 shares, which have
been registered in the Registration Statement of which this prospectus is a
part. An affiliate of this firm owns  an additional 20,000 common shares of
the Registrant.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article Twelfth of the Company's Articles  of Incorporation authorizes
the Corporation to indemnify to the maximum extent  permitted  under Nevada
law.

     The   Nevada  Private  Corporations  Act  allows  indemnification   of
directors, officers,  employees  and  agents  of the Company, including the
advancement of expenses:

Section 78.751 of the Nevada Private Corporations Act provides:

          1. A corporation may indemnify any person  who  was or is a party
     or  is  threatened  to be made a party to any threatened,  pending  or
     completed    action,    suit    or    proceeding,    whether    civil,
     criminal,administrative or  investigative,  except  an action by or in
     the right of the corporation, by reason of the fact that  he is or was
     a director,officer, employee or agent of the corporation, or is or was
     serving  at  the  request  of  the corporation as a director, officer,
     employee or agent of another corporation,  partnership, joint venture,
     trust  or  other  enterprise, against expenses,  including  attorneys'
     fees, judgments, fines  and  amounts  paid  in settlement actually and
     reasonable incurred by him in connection with  such  action,  suit  or
     proceeding  if  he  acted  in good faith and in a manner he reasonably
     believed  to  be  in or not opposed  to  the  best  interests  of  the
     corporation,  and,  with   respect   to   any   criminal   action   or
     proceeding,had   no  reasonable  cause  to  believe  his  conduct  was
     unlawful.  The termination  of  any  action,  suit  or  proceeding  by
     judgment,  order,  settlement,  conviction,  or  upon  a  plea of nolo
     contendere   or   its  equivalent,  does  not,  of  itself,  create  a
     presumption that the  person did not act in good faith and in a manner
     which he reasonably believed  to  be  in  or  not  opposed to the best
     interests of the corporation, and, with respect to any criminal action
     or proceeding, he had reasonable cause to believe that his conduct was
     unlawful.

          2. A corporation may indemnify any person who was  or  is a party
     or  is  threatened  to  be made a party to any threatened, pending  or
     completed action or suit  by  or  in  the  right of the corporation to
     procure a judgment in its favor by reason of  the  fact  that he is or
     was a director, officer, employee or agent of the corporation,  or  is
     or  was   serving  at  the  request  of the corporation as a director,
     officer, employee or agent of another  corporation, partnership, joint
     venture, trust or other enterprise against expenses, including amounts
     paid  in  settlement  and  attorneys'  fees  actually  and  reasonably
     incurred by him in connection with the defense  or  settlement  of the
     action or suit if he acted in good faith and in a manner he reasonably
     believed  to  be  in  or  not  opposed  to  the  best interests of the
     corporation. Indemnification may not be made for any  claim,  issue or
     matter as to which such person shall have been adjudged by a court  of
     competent  jurisdiction, after exhaustion of all appeals therefrom, to
     be liable to  the corporation or for amounts paid in settlement to the
     corporation,unless  and only to the extent that the court in which the
     action or suit was brought  or other  court of competent jurisdiction,
     determines upon application that  in  view of all the circumstances of
     the case, the person is fairly and reasonably  entitled  to  indemnity
     for such expenses as the the court deems proper.

          3. To the extent that a director, officer, employee or agent of a
     corporation has been successful on the merits or otherwise in  defense
     of  any  action, suit or proceeding referred to in subsections 1.  and
     2., or in  defense  of  any claim, issue or matter therein, he must be
     indemnified by the corporation  against expenses, including attorneys'
     fees, actually and reasonably incurred  by  him in connection with the
     defense.

          4.  Any  indemnification  under subsections  1.  and  2.,  unless
     ordered by a court or advanced pursuant  to subsection 5, must be made
     by  the corporation only as authorized in the  specific  case  upon  a
     determination  that indemnification of the director, officer, employee
     or agent is proper  in  the  circumstances.  The determination must be
     made:(a)  By  the stockholders, (b) By the board  of  directors  by  a
     majority vote of a quorum consisting of directors who were not parties
     to such action,  suit  or proceeding (c)If a majority vote of a quorum
     consisting of directors  who  were  not  parties  to  the act, suit or
     proceeding  so  orders,  by  independent  legal  counsel in a  written
     opinion;(d) If a quorum consisting of directors who  were  not parties
     to  the  act,  suit  or  proceeding cannot be obtained, by independent
     legal counsel in a written opinion.

          5. The articles of incorporation, the bylaws or an agreement made
     by the corporation may provide  that  the  expenses  of  officers  and
     directors  incurred  in  defending a civil or criminal action, suit or
     proceeding must be paid by the corporation as they are incurred and in
     advance of the final disposition  of  such  action, suit or proceeding
     upon receipt of an undertaking by or on behalf  of  such  director  or
     officer to repay such amount if it shall ultimately be determined by a
     court  of  competent  jurisdiction  that  he  is  not  entitled  to be
     indemnified  by the corporation. The provisions of this subsection  do
     not affect any  rights  to  advancement of expenses to which corporate
     personnel other than directors  or  officers may be entitled under any
     contract or otherwise by law.

          6. The indemnification and advancement  of expenses authorized in
     or ordered by a court pursuant to this section:

          (a) Does not exclude any other rights to  which  a person seeking
     indemnification aor advancement of expenses may be entitled  under the
     articles or incorporation, by-law, agreement, vote of stockholders  or
     disinterested  directors  or  otherwise,  for  either an action in his
     official capacity or an action in another capacity  while holding such
     office,  except  that  indemnification,  unless  ordered  by  a  court
     pursuant  to  subsection  2  or  for the advancement of expenses  made
     pursuant to subsection 5, may not  be  made  to  or  on  behalf of any
     director or officer if a final adjudication establishes that  his acts
     or   omissions  involved  intentional  misconduct,  fraud  or  knowing
     violation of the law and was material to the cause of action.

          (b)  Continues  for  a  person  who  has ceased to be a director,
     officer, employee or agent and inures to the  benefit  of  the  heirs,
     executors, and administrators of such a person.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS

Exhibit
Number    Description

3.1       Articles of Incorporation of the Company *

3.2       Bylaws of the Company*

3.3       Articles of Merger Between the Company and First
Entertainment, Inc.*

4.1       First Entertainment Compensation Plan-1999B, dated March 1, 1999.

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

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

24.2           Consent  of   Gordon,  Hughes  &  Banks,  LLP,   independent
          Certified Public Accountants.

          * Previously Filed

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.
<PAGE>
                                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 21st day of April, 1999.

                              FIRST ENTERTAINMENT, INC.


                              By:  /S/ 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: 4/21/99                By:/S/A.B.GOLDBERG
          A.B. Goldberg
                                   Director


Dated: 4/21/99           By:/S/ WILLIAM RUBIN
                                   William Rubin
                                   Director


Dated: 4/21/99           By:/S/ DOUG OLSON
                                   Doug Olson
                                   Director


Dated: 4/21/99           By:/S/ HOWARD STERN
                                   Howard Stern
                                   Director














                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549



                                 FORM S-8

                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933


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




                              E X H I B I T S





<PAGE>

                               EXHIBIT INDEX



Exhibit
Number    Description

3.1       Articles of Incorporation of the Company *

3.2       Bylaws of the Company *

3.3       Articles  of  Merger Between the Company and First Entertainment,
     Inc. *

4.1       First Entertainment Compensation Plan-1999B, dated March 1, 1999.

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

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

24.2      Consent of Gordon, Hughes &  Banks,  LLP,   independent Certified
          Public Accountants.

          *Previously filed

<PAGE>
                                Exhibit 5.0
            Opinion of Counsel, David Wagner & Associates, P.C.

<PAGE>
                      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

                              April 21, 1999



Board of Directors
First Entertainment Holding Corp.
7887 E. Belleview Ave.
Suite #1114
Denver,  CO  80111


Gentlemen:

     We  have  acted  as counsel to First Entertainment Holding  Corp  (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 1933,  as  amended,  of  the subject shares of the
Company's common stock, $.008 par value per share (the "Shares").

     Based upon the foregoing, and assuming that Shares  will  be issued as
set forth in the 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  duly  authorized,  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
beneficiary  thereof,  once  issued   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.


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

<PAGE>
                               Exhibit 24.1

                        Consent of Issuer's Counsel


<PAGE>
                      DAVID WAGNER & ASSOCIATES, P.C.
                         8400 East Prentice Avenue
                              Penthouse Suite
                        Englewood, Colorado  80111
                         Telephone (303) 793-0304
                         Facsimile (303) 771-4562



                              April 21, 1999





     We  consent  to  the  use  of  this  opinion  as  an  exhibit  to  the
Registration  Statement  and to the reference to our firm in the prospectus
which is made a part of the Registration Statement.


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


<PAGE>
                             Exhibit No. 24.2

                 Consent of Independent Public Accountant


<PAGE>
            CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT








First Entertainment Holding Corp.
Denver, Colorado


We hereby consent to the incorporation  by  reference  in  the Registration
Statement  of our report dated March 17, 1999 relating to the  consolidated
financial statements  of  First  Entertainment Holding Corp. appearing in 
the Company's Annual Report on Form 10-KSB  for the year ended December 31, 
1998.




Gordon, Hughes & Banks, LLP

///signed///

Denver, Colorado
April 21, 1999


<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 83956}]
{"company-data": {"conformed-name": "FIRST ENTERTAINMENT HOLDING CORP", "cik": "0000803170", "assigned-sic": "7900", "irs-number": "840974303", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-77083", "film-number": "99601608"}, "business-address": {"street1": "7887 E BELLVIEW 11TH FLOOR SUITE 14", "city": "DENVER", "state": "CO", "zip": "80111", "phone": "3032281650"}, "mail-address": {"street1": "7887 E BELLVIEW 11TH FLOOR SUITE 14", "city": "DENVER", "state": "CO", "zip": "80111"}, "former-company": [{"former-conformed-name": "FIRST ENTERTAINMENT INC", "date-changed": "19930622"}, {"former-conformed-name": "VIDEO COMMUNICATIONS & RADIO INC", "date-changed": "19920703"}, {"former-conformed-name": "VIDEOTRIP CORP /CO/", "date-changed": "19881024"}]}
SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

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

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

     7887 E. BELLEVIEW AVE. SUITE 1114         80111
          DENVER, COLORADO                   (Zip Code)
     (Address of principal executive office)

                  FIRST ENTERTAINMENT COMPENSATION PLAN-1999B
                             (Full title of plan)

(Name, address, including zip code, and telephone number, including area code,
of agent for service of process)
                                 A.B. GOLDBERG
                       7887 E. BELLEVIEW AVE. SUITE 1114
                            DENVER, COLORADO 80111
                                (303) 228-1650

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       To Be      Offering Price     Aggregate         Registration
Be Registered     Registered    Per Share (1)    Offering Price(1)        Fee

COMMON SHARES         1,000,000      $0.80               $800,000     $100.00
$0.008 par value      SHARES

OPTIONS TO PURCHASE   1,000,000         -0-                    -0-         -0-
COMMON SHARES

TOTAL                                                                 $100.00

     (1)  Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933 and based upon the
average of the high and low sale prices of the shares on the OTCBB on April 21,
1999.
PART I

PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     This registration statement relates to two separate prospecti.

     Items  1  and  2  hereof,   and the documents  incorporated  herein by
reference  pursuant  to  Part II, item  3  hereof,  constitutes  the  first
prospectus  relating  to  offers  by  the  Company  to  its  employees  and
consultants of 1,000,000  shares  (the  "Shares") of common stock,$.008 par
value, $.80 per share (the "Common Stock"),   to  be  issued   pursuant the
Company's First Entertainment Compensation  Plan 1999B  (the "Stock Plan").
The  second   prospectus   relates to the re-offer or resale of any  Shares
which are deemed to be "control   securities"  or  "restricted  securities"
under  the  Securities Act of 1933, as amended.  The  Company's   principal
offices are located  at 7887 E. Bellview, Suite 1114,  Englewood, CO 80111;
telephone 303/228-1650.

                                   PROSPECTUS
                                   ----------

Item 1. Plan Information

                             STOCK PLAN INFORMATION

     The Stock Plan was  established  by  the Company effective on March 1,
1999 to provide the Company  flexibility and to conserve the Company's cash
resources  in  compensating  certain of its technical,  administrative  and
professional employees and  consultants.   The  issuance  of  shares  under
the    Stock   Plan  is   restricted   to   persons   and  firms   who  are
closely-related   to  the  Company  and who provide  services in connection
with the development,  production  of the  Company's  products or otherwise
in  connection  with  its  business.  The   Stock   Plan   authorizes   the
Company  to issue  up  to  1,000,000 shares of the Company's  Common Stock.
Shares must be issued only for  bona  fide  services  and may not be issued
under the Stock Plan  for services in   connection  with the offer and sale
of  securities  in  a   capital-raising or capital  promoting  transaction.
Shares are awarded under the Stock Plan pursuant to individually negotiated
compensation contracts  as  determined   and/or approved  by the Stock Plan
Committee   (the   "Committee").   The  eligible    participants    include
directors,  employees  and  non-employee   consultants   and  advisors. The
Company intends  to award options for up to 400,000 shares of common  stock
(included  as part of the 1,000,000 subscribed above) under the Stock  Plan
to its directors  to  compensate  them  for  their  past  service   on  the
Company's   Board  of Directors. Subject to the restriction that shares may
not be awarded under the Stock Plan to persons  owning  beneficially  or of
record ten  percent  (10%)  or  more  of  the  Company's  then  outstanding
Common Stock or who would own such amount of shares as a result of an award
under the Stock Plan,  there is no limit as to the  number  of shares which
may be awarded to a single  participant. The Company  anticipates   that  a
substantial   portion  of the remaining shares to be issued under the Stock
Plan will be issued as compensation  to  technical  consultants, attorneys,
and  advisors  to  the  Company who provide  development  services  to  the
Company in the  development  and  testing  of  its  various   products  and
services.

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

Item 2. Registrant Information and Employee Plan Annual Information

     The Registrant shall provide without charge,   upon  written  or  oral
request, the  documents  incorporated  by  reference  in  Item  3  of  Part
II   of   this  Registration  Statement.  Such  documents are  incorporated
by reference in the  Section  10(a)  prospectus.  The Registrant shall also
provide  without  charge,  upon  written   or  oral   request,   all  other
documents   required   to  be   delivered  to employees  pursuant  to  Rule
428(b).  Any and all such requests shall be directed to the  Registrant  at
its office at 7887 E. Bellview, Suite  1114, Englewood, CO 80111, attention
President.

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

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

     The   Company's   principal   offices are located at 7887 E. Bellview,
Suite 1114,Englewood, CO 80111; telephone 303-228-1650.

     THIS  PROSPECTUS  DOES NOT  CONSTITUTE   AN  OFFER TO SELL  SECURITIES
IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO  MAKE  SUCH  OFFER  IN
SUCH STATE.
                 The date of this Prospectus is April 21, 1999

                                   PROSPECTUS
                                   ----------

                        FIRST ENTERTAINMENT HOLDING CORP.

                       1,000,000 shares of Common Stock,
                            $.008 par value per share

     This  Prospectus  relates  to  up to 1,000,000 shares of common stock,
$.008 par value  (the  "Common  Stock"),   of  First  Entertainment Holding
Corp.,   a  Nevada  corporation (the "Company"),  to be issued  to  various
individuals and affiliates  of  the  Company   pursuant   to the  Company's
First  Entertainment  Compensation   Plan  1999B which are deemed   control
securities and may be re-offered and resold  from   time  to time  by  such
affiliates.   All  of the  shares  of  Common  Stock registered  hereunder,
are sometimes hereinafter  referred  to as the "Securities." The holders of
the shares of Common Stock are sometimes  hereinafter collectively referred
to as the  "Selling  Stockholders."  All costs  in   connection   with  the
registration of the Securities are being borne by the Company.  The Company
will  not  receive  any  of  the  proceeds  from the sale of the Securities
pursuant to this Prospectus.

     The Common Stock is quoted on the OTC Bulletin  Board  operated by the
NASD  under  the  symbol "FTET." The last reported  closing bid  and  asked
prices of the Common  Stock on April 21, 1999 were $.91 and $.93 per share,
respectively.

     THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE PURCHASED
ONLY BY THOSE PERSONS WHO  CAN  AFFORD TO LOSE THEIR ENTIRE INVESTMENT. THE
COMPANY  HAS INCURRED SUBSTANTIAL  OPERATING  LOSSES.  SEE  "RISK  FACTORS"
HEREIN.

     THESE   SECURITIES   HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION.

     Information    contained    herein  is  subject  to   completion    or
amendment. A registration  statement   relating   to these  securities  has
been   filed   with  the  Securities   and  Exchange   Commission.    These
securities may not  be  sold nor may offers to buy be accepted prior to the
time  the registration  statement   becomes  effective.   This   Prospectus
shall  not  constitue  an  offer  to  sell  or the solicitation of an offer
to buy  nor  shall  there  be  any sale of these  securities in any Sate in
which  such  offer,  solicitation  or  sale  would  be  unlawful  prior  to
registration or qualification under the securities laws of any such State.

     NEITHER  THE   SECURITIES  AND EXCHANGE   COMMISSION   NOR  ANY  STATE
SECURITIES COMMISSION  HAS PASSED  UPON  THE  ACCURACY OR  ADEQUACY OF THIS
PROSPECTUS.   ANY REPRESENTATION TO THE CONTRARY  IS  A  CRIMINAL  OFFENSE.
THIS  PROSPECTUS  DOES NOT  CONSTITUTE  AN OFFER TO SELL  SECURITIES IN ANY
STATE TO ANY PERSON  TO  WHOM  IT  IS  UNLAWFUL  TO MAKE SUCH OFFER IN SUCH
STATE.

     The  Selling   Stockholders   directly  or  through  agents,   dealers
or  underwriters to be designated from time to time may sell the Securities
on terms  to  be  determined at the time of sale.  To the extent  required,
the number of Securities  to  be  sold,  the respective  purchase price and
public offering price, the name of any agent,   dealer  or  underwriter and
any  applicable  commissions or discounts  with  respect  to a   particular
offer  will be  set  forth  in  and accompanied by a Prospectus Supplement.
See "Plan of Distribution."

     The Selling   Stockholders  and any  agents,  dealers or  underwriters
that participate  with  the  Selling   Stockholders  in the distribution of
their shares may be deemed to be  "underwriters"  within the meaning of the
Securities  Act  of  1933,  as  amended (the "Securities  Act"),   and  any
commissions  received by them and  any profits on the resale of the Selling
Stockholders' shares, may be deemed  to  be   underwriting   commissions or
discounts    under  the   Securities   Act.  Under  applicable  rules   and
regulations  promulgated  under  the  Securities   Exchange Act of 1934, as
amended  (the "Exchange  Act"),  any person engaged in  a  distribution  of
securities  may  not  simultaneously bid for or purchase  securities of the
same  class  for  a  period   of  two  (2)  business   days  prior  to  the
commencement  of such distribution.   In   addition,  and without  limiting
the   foregoing,   the  Selling  Stockholders   will   be  subject  to  the
applicable   provisions of the Exchange Act and the rules  and  regulations
thereunder, including,  without  limitation,  Rules 10b-2, 10b-5, 10b-6 and
10b-7,  in  connection  with  transactions  in  the Securities  during  the
effectiveness of the Registration  Statement of which this Prospectus forms
a  part.  All  of the  foregoing  may  affect  the   marketability   of the
Securities.

              The date of this Prospectus is April 21, 1999.

                           AVAILABLE INFORMATION

     The  Company  is  subject  to  the   information  requirements  of the
Securities  Exchange  Act of 1934,  as  amended   (the   "Exchange   Act"),
and in  accordance  therewith   files   reports,   proxy   statements   and
other   information   with  the  Securities  and  Exchange  Commission (the
"Commission"). Reports, proxy statements
and  other   information   filed  by  the  Company  in accordance with  the
Exchange  Act  can  be  inspected and copies made at the  public  reference
facilities   maintained by  the   Commission   at  Room   1204,   Judiciary
Plaza,  450 Fifth   Street,   N.W.,  Washington,   DC  20549;  Suite  1400,
Northwestern  Atrium  Center,  500 West Madison Street,  Chicago,  IL 60661
and 7 World Trade Center, New York,  NY  10048. Copies of such material can
be obtained at prescribed  rates from the  public  reference section of the
Commission  at  450  Fifth  Street,  N.W.,   Washington,    DC  20549.  The
Commission   maintains  a  web-site  that  contains   reports,   proxy  and
information statements and other information regarding the Company that are
on  file  with the Commission. The address of the Commission's web-site  is
http://www.sec.gov.

     The Company has filed with the Commission a Registration  Statement on
Form  S-8  (including   all    amendments    thereto,   the   "Registration
Statement"),   with  respect  to the Common  Stock   offered   hereby.   As
permitted   by  the  rules  and  regulations   of  the   Commission,   this
Prospectus  does not  contain all of the
information  set  forth  in the  Registration  Statement  and the  exhibits
and schedules thereto.   For  further information about the Company and the
Securities offered hereby, reference  is made to the Registration Statement
and  the exhibits thereto, which may be  examined  without  charge  at  the
public  reference  facilities  maintained  by  the Commission at Room 1204,
Judiciary  Plaza,  450 Fifth Street, N.W.,  Washington,   DC   20549,   and
copies  of which  may be  obtained  from the Commission upon payment of the
prescribed fees.

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

              INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The  Company   incorporates   herein  by   reference   the   following
document heretofore  filed with the Commission:  the Annual Report  of  the
Company  on  Form  10-KSB  for the fiscal  year ended  December  31,  1998;
and, Forms 8-K filed subsequent  the  fiscal year end and prior to the date
of this Prospectus.

     All documents filed by the Company  pursuant to Sections 13(a), 13(c),
14 or 15(d) of the  Exchange  Act after the  date  of this  Prospectus  and
prior to the termination  of the  offering  hereby  shall be  deemed  to be
incorporated by reference in this  Prospectus and to  be a part hereof from
the  date  of  filing  of  such documents.  Any statement  contained  in  a
document  incorporated  herein by reference  shall be deemed to be modified
or  superseded  for  purposes  of  this  Prospectus   to the extent  that a
statement  contained  herein (or in any other subsequently  filed  document
which also is  incorporated herein by reference)modifies or supersedes such
statement. Any statement so modified or superseded shall   not be deemed to
constitute  a part  hereof  except  as so  modified  or superseded.

     The   Company  will  provide,  without  charge  to  each   person   to
whom a Prospectus   is  delivered,   on  the written or oral request of any
such person,  a copy of any or all of the  documents incorporated herein by
reference, other than exhibits to such documents  unless  such exhibits are
specifically  incorporated  by  reference  into  the information   that  is
incorporated   into  the  Prospectus.  Such written   requests   should  be
directed to the  Secretary  of the Company at 7887 E. Bellview, Suite 1114,
Englewood, CO 80111,  telephone  (303)228-1650.

                            PROSPECTUS SUMMARY

     The  following  summary  is  qualified   in  its  entirety by the more
detailed descriptions  and financial  information and statements  appearing
elsewhere  in  this  Prospectus  and the documents incorporated  herein  by
reference.

The Company
------------

     The  Company  is  in  a  multi-media  entertainment  company,  holding
controlling interests in five distinct  segments,  two active and three non
operating.   The two active segments, which are overviewed  by  the  parent
company, FEHC,  are  known  as  "Radio,"  and "Live Entertainment.  The non
operating segments are known as "Film", "Retail"  and "Internet".  See "The
Company" and "Risk Factors" below.

     The Company's principal offices are located at 7887 E. Bellview, Suite
1114, Englewood, CO 80111, telephone (303) 228-1650.

The Offering
-------------

     Up to 1,000,000 shares of Common Stock are being  offered  pursuant to
this  Prospectus  which  may  be offered from time to time by  the  Selling
Stockholders for their own account.

Plan of Distribution
---------------------

     The Selling Stockholders,  directly or through agents or underwriters,
may offer and sell from time to time  all  or  any  part  of the Securities
held by them in amounts and on terms to be determined or at  quoted  prices
then  prevailing on the NASD Bulletin Board. See "Plan of Distribution."

                               RISK FACTORS

     Investment in the Company's securities involves a high degree of risk.
Investors  should  carefully consider the following  factors, among others,
relating to the Company.

HISTORY OF LOSSES AND GOING CONCERN ISSUE.

     During the period  from  inception  (January 17, 1985) to December 31,
1998,  the  Company  incurred  operating  losses   in   each  fiscal  year.
Cumulative net losses for that period amount to approximately  $16,200,000.
As  of  December  31,  1998,  the  Company  had a stockholders' deficit  of
approximately $483,000 had an excess of current  liabilities  over  current
assets of approximately $1,500,000, and, in some cases, has been unable  to
meet  its obligations as they become due.  The independent certified public
accountants'  report  on the financial statements of the Company contain an
explanatory paragraph,  which,  in  general, indicates that the Company has
suffered recurring losses from operations, has a working capital deficiency
and has defaulted on a substantial portion  of  its  debt. These conditions
raise substantial doubt about its ability to continue  as  a going concern.
Management's plans include obtaining additional financing, and/or extending
its  existing debt obligations, and/or obtaining additional equity  capital
and ultimately  achieving  profitable  operations.  In  April  of  1999 the
Company was successful in obtaining financing from the First National  Bank
of Gillette to pay debt to a creditor totalling $125,000 which came due  on
March  31,  1999.   The financial statements do not include any adjustments
that might result from these uncertainties.

LIMITED PUBLIC MARKET

     Historically, there  has  been  a limited public market for the Common
Shares of the Company. There can be no  assurance  that  a  larger,  liquid
market  will  ever  develop  or  that  if  developed, it will be sustained.
Individuals  may  not be able to liquidate their  investment  on  favorable
terms at the time they desire to do so.

POTENTIAL FUTURE SALES PURSUANT TO RULE 144 BY EXISTING SHAREHOLDERS

     At  February  28,  1999,  there  were  10,046,795  shares  issued  and
outstanding. Most of  these  shares  of  Common Stock held by the Company's
present shareholders have not been registered  under  the Securities Act of
1933,  as  amended  (the  "Act")  but  are,  under  certain  circumstances,
available for public sale pursuant to Rule 144, promulgated under  the Act.
Approximately  95%  of  these  restricted  shares have passed the date upon
which  such  restricted  shares  may be sold in  reliance  upon  Rule  144.
Generally,  under  Rule  144,  a  person   (or  persons  whose  shares  are
aggregated) who has satisfied a one year holding  period may, under certain
circumstances, sell within any three month period a  number of shares which
does  not  exceed the greater of one percent (1%) of the  then  outstanding
Common Stock  or the average weekly trading volume during the four calendar
weeks  prior to  such  sale.   Rule  144(k)  also  permits,  under  certain
circumstances,  the  sale  of  shares  without any quantity limitation by a
person who has not been an affiliate of  the  Company  for at least 90 days
and who has satisfied a two year holding period. The possibility  of  sales
under  Rule  144  may  adversely  affect  the market price of the Company's
securities. However, there can be no guarantee  what the precise effect, if
any, will be as a result of the registration of these Common Shares.

INTENSE COMPETITION.

     Competition is intense in each segment of the  entertainment  industry
in  which  the  Company engages.  Many of the organizations with which  the
Company will be in  competition  have  far  greater  financial and creative
resources and larger staffs than the Company.  In addition,  many  of  such
organizations  have  proven,  successful  operating  histories,  which  the
Company lacks.

NEGOTIATION OF RIGHTS TO LITERARY PROPERTIES AND OTHER RISKS.

     The  negotiation  of  acquisition,  production  financing, production,
distribution and sub-distribution agreements can be a  critical  factor  in
the  Company's  business.   There can be no assurance of the success of any
such negotiations.  It is possible that any or all of the projects packaged
by  the  Company  could  fail to  receive  any  commitment  for  production
financing, production or distribution.

     Even  when funds are obtained  for  the  production  of  a  particular
project, its  actual  production  may  be delayed because of various events
beyond  the  control  of  the company such as  labor  problems,  delays  in
supplies, props or costumes,  equipment breakdowns, weather delay and other
circumstances.  The Company intends  to  seek  insurance in order to reduce
its  exposure  to  such  risks,  but  the  company's success  in  obtaining
insurance  against  all  such  contingencies  is  unlikely  and  additional
financing may be required under such circumstances.   In  the  absence of a
completion bond, and in the event that such financing is not available,  or
substitute  artists,  screenwriters  or  producers  cannot  be engaged, the
project may have to be abandoned.  If, on the other hand, a delayed project
can be produced, it might be completed only at a substantially  higher cost
to the Company.

SPECULATIVE NATURE OF THE COMPANY'S BUSINESS.

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

SUCCESS DEPENDENT ON MANAGEMENT.

     Success of the  Company  depends on the continued active participation
of A.B. Goldberg, the Company's  President,  even though he does not devote
100% of his time to the Company. There is no employment agreement with him,
and  the Company has not obtained any "key-man"  insurance  from  which  it
would  benefit  in  the event of his death. However, the Company intends in
the future to negotiate  an  employment agreement with him. The loss of the
services of Mr. Goldberg would  adversely  affect the continued development
of the Company's business.

NO  ASSURANCE  OF  IDENTIFICATION,  ACQUISITION  OR   COMMERCIALIZATION  OF
ADDITIONAL TECHNOLOGIES.

     From time to time,  if  the  Company's  resources  allow,  the Company
intends  to  explore  the  acquisition   and  subsequent  development   and
commercialization  of additional  technologies  in  the  entertainment  and
internet  field.   There  can  be no assurance,  however,  that the Company
will  be  able  to  identify  any  additional  technologies  and,  even  if
suitable technologies  are  identified,  there can be no assurance that the
Company will have sufficient  funds to commercialize  any such technologies
or that any such technologies will ultimately be viable.

GOVERNMENT REGULATION

     The Company's internet products may be subject to extensive regulation
in countries other than the United States. There  can be no assurance  that
the Company  will be able to obtain the  approvals  necessary to market its
internet products outside of the United States.

PROPERTY RIGHTS.

     The  Company  has entered into  exclusive   license   agreements  with
respect to its internet products. There can be no assurance,  however, that
such license rights  will  provide  the Company with significant protection
from competitors. Property rights protection is  generally  uncertain,  and
involves  complex  legal and factual  questions. To date, there has emerged
no consistent policy regarding the breadth  of claims allowed in connection
with  such  property  rights  protection.  Accordingly,  there  can  be  no
assurance that any rights licensed by the Company  will  afford  protection
against  competitors with similar  technologies. Finally, there can  be  no
assurance  that the Company  will have the financial resources necessary to
enforce its property rights.

     Even  though   the   Company   has   licenses,  under the terms of the
Company's  license  agreements  the Company  is  generally responsible  for
protecting  such rights. Challenges  may be  instituted   by third  parties
as  to  the   validity, enforceability  and  infringement  of  the  rights.
Further,  the  cost  of the
litigation   to   defend   any   challenge   to  uphold  the  validity  and
enforceability and prevent infringement  of  the  Company's licensed rights
can be substantial. Any or all of the above could result  in the  Company's
business  being  materially  and  adversely  affected. The Company  may  be
required  to  obtain   additional  licenses  from  others  to  continue  to
refine, develop, and market  new products. There can be no  assurance  that
the  Company  will be able to  obtain   any such  licenses  on commercially
reasonable   terms or at all or that the rights  granted  pursuant  to  any
licenses will  be  valid  and  enforceable.  There can be no assurance that
others will not independently  develop similar  technologies.

     No assurance can be given that others will  not independently  develop
or  obtain  access to such materials or processes, or  that  the  Company's
competitive position will not be adversely affected thereby.

NO DIVIDENDS WITH RESPECT TO COMMON STOCK

     The  Company   has  not paid any cash  dividends  with  respect to its
Common Stock,  and it is unlikely  that  the Company will pay any dividends
on its Common Stock in the foreseeable future.   Earnings, if any, that the
Company  may  realize  will  be  retained  in  the  business   for  further
development and expansion.

FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISK.

     This Prospectus contains forward-looking statements within the meaning
of  section 27A of the Securities Act of 1933, as amended, and section  21E
of the  Securities  Exchange  Act of 1934, as amended, including statements
regarding, among  other  items (i) the  Company's  growth  strategies, (ii)
the  Company's products, (iii)  the need for additional  financing,  and in
general,  (iv)  the need for and  uncertainty  with  respect  to  necessary
regulatory  clearances,   (v)  commercial  acceptance  of  certain  of  the
Company's  products,   and  (vi)  the  Company's  ability  to  successfully
commercialize its products  and  to achieve profitability in general. These
forward-looking    statements  are  based   largely   on   the    Company's
expectations    and    are    subject    to   a   number   of   risks   and
uncertainties, certain of which are beyond  the  Company's  control. Actual
results could differ materially from these forward-looking statements  as a
result  of  the  factors   described  in  "Risk  Factors," including, among
others,  regulatory, financial, market or general  economic  influences. In
light of these risks and uncertainties, there can be no assurance  that the
forward-looking  statements  contained  in  this  Prospectus  will in  fact
transpire or prove to be accurate.

                                THE COMPANY

     On December 15, 1997, First Entertainment, Inc. changed its  state  of
incorporation  from  Colorado  to  Nevada  and  changed  its  name to First
Entertainment  Holding  Corp.  (the  Company  or  FEHC).   The Company  was
originally incorporated under the laws of Colorado on January 17, 1985.

     Currently, the Company is a multi-media entertainment company, holding
controlling interests in five distinct segments, two active  and  three non
operating.   The two active segments, which are overviewed by   the  parent
company, FEHC,  are  known  as  "Radio,"  and "Live Entertainment.  The non
operating   segments  are  known  as  "Film",  "Retail"   and   "Internet".
Initially,  the   Company's   business   consisted  of  the  production  of
pre-recorded  travel  guides and special interest  videos.   In  1987,  the
Company  entered  the radio  broadcasting  business  by  acquiring  Quality
Communications, Inc.,  a  Wyoming corporation pursuant to which the Company
operates the radio segment  of its business.  In 1992, the Company acquired
a  controlling interest in First  Films,  Inc.  ("FFI"),  a  publicly  held
Colorado   corporation,   under  which  its  film  and  live  entertainment
operations  are  undertaken.   In  December  1996,  the  Company  commenced
operations of selling  infomercial products in freestanding unmanned kiosks
in major retail malls including  U.S.  Military  bases.   This  segment was
known as the "retail" segment.  In January, 1998 the Company determined  to
discontinue  the  operations  of  the "retail" segment as a result of lower
than expected sales.  In December 1997, the Company acquired an interest in
Global Internet Corp. (Global Internet).   Global Internet is a development
stage company whose planned business activity was to commence operations of
an internet gaming site.  The investment in Global Internet was written off
as of December 31, 1997 and as of December 31, 1998 Global Internet had not
yet commenced its planned principal operations.

Radio

     In October 1987, the Company entered the  radio  broadcasting business
through   the   acquisition  of  Quality  Communications,  Inc.   ("Quality
Communications"),  a  Wyoming  corporation.   The  Company, through Quality
Communications,  operates  a  radio station, 100.7, "The  Fox",located   in
Gillette, Wyoming.

     In November 1993, the Company  changed  the  music format of the radio
station formerly known as KGWY, or Y-100, from a top-40 station to a format
known  as the "Heart of Rock."  In February, 1995 the  format  was  changed
again to  contemporary  country.  The changes have had a positive effect on
its market share and gross revenues.  Independent  market  surveys show the
radio station has approximately 44% of the market in Gillette, Wyoming.  In
1996,  the  radio  station started promoting concerts using up  and  coming
country and western  singers.  The radio station was a venue to promote the
concerts and add an additional source of revenue for the radio station.
Live Entertainment

     FFI acquired 100  percent  of  the  outstanding stock of Comedy Works,
Inc., a Colorado corporation, on September  13,  1990  in  an  exchange for
200,000,000 shares of common stock.  Comedy Works was incorporated  in 1982
and  has operated one comedy club from its Larimer Square, Denver, Colorado
location  since  that  time.  Comedy Works Larimer Square typically has ten
shows per week and has averaged  over 2,000 customers per week for the past
fifteen years.

     The goal of Comedy Works is to produce first-rate shows in the theater
environment.  Revenues are generated  through both ticket sales at the door
and beverage and food sales at tables.  The club is open to the public only
for shows, which last from 1 to 2 hours  each,  and number as many as three
per night.  Non-show times are devoted to preparing  and  producing  a show
that  changes  completely  each  week,  and  to promoting and marketing the
nightclub.

Video

     Initially, the Company entered the pre-recorded  videocassette product
market  through  the  design, production and distribution  of  pre-recorded
videocassette  travel  guides   and  later  expanded  into  production  and
distribution of special interest videocassette productions.  The Company is
no longer active in the video market.

Retail

     In  December 1996, the Company  commenced  operations  of  its  retail
segment through  its subsidiary, "The Best of As Seen On TV, Inc." (ASOTV).
The  segment  consisted  of  selling  the  most  common  and  most  popular
infomercial products  in  free  standing un-manned kiosks in retail outlets
throughout the United States.  The  Company  opened its first four unmanned
locations in December, 1996, in Pearl Harbor,  Andrews  Air  Force Base and
Bolling  Air  Force  Base  in Washington, D.C. and Lechmere's in Cambridge,
Massachusetts.  In March 1997,  the  Company  terminated its unmanned kiosk
operations when the leases to its first four locations  were  not  renewed.
Sales  volumes  at  the  unmanned  kiosk  locations  were not sufficient to
maintain  profitable  operations.   The  Company  turned  its   efforts  to
operating  manned  kiosks  in  major  retail malls.  Each manned kiosk  was
approximately  250 square feet and sold  the  top  50  selling  infomercial
products.  Commencing  August,  1997,  the  Company opened six manned kiosk
locations in six retail malls located in the Denver metropolitan area.  The
sales volumes for the manned kiosks were less than projected and in January
1998, the Company determined to discontinue the  operations of ASOTV due to
operating
losses and lack of working capital to further develop the concept.

     The  result of operations of ASOTV for the years  ended  December  31,
1998 and 1997  are disclosed as discontinued operations.The assets of ASOTV
were written down to their estimated net realizable
value resulting  in  a  write  down  of  $490,000  which is included in the
accompanying statement of operations for the year ended  December  31, 1997
as part of the loss from discontinued operations.

Internet Activities

     On  May  1,  1997,  the  Company entered into an agreement with Global
Casino, Inc. (Global Casino) to acquire 1,500,000 shares of common stock of
Global Internet Corp. owned by Global Casino and a $375,000 note receivable
from Global Internet owed to Global Casino in exchange for 30,000 shares of
FEHC Class B Convertible Stock  (Class  B  Stock).   Each  share of Class B
stock  is  convertible  into 12.5 shares of FEHC restricted  common  stock.
The  acquisition  of  Global   Internet   required   the  approval  of  the
shareholders  of  FEHC.   On  December  5,  1997 the shareholders  of  FEHC
approved (i) the increase in the authorized shares of FEHC common stock and
(ii)  the  acquisition  of Global Internet Corp.  For  accounting  purposes
control of Global Internet  did  not  change until December 5, 1997 and, as
such, December 5, 1997 is considered the acquisition date.

     In  June  1997,  FEHC  issued 14,080 shares  of  Class  B  convertible
preferred  stock  to two officers  of  Global  Internet,  in  exchange  for
$176,000 of accrued  but unpaid compensation.  Global Internet owed the two
officers compensation  under  the terms of long term employment agreements.
For accounting purposes the Class  B  convertible  preferred  shares issued
were  recorded  on  December  5,  1997,  the date the shareholders of  FEHC
approved an increase in the authorized shares of common stock.

     Global Internet was in the process of  developing  a  virtual internet
casino   and   had   a  Web  Site  Development  and  Maintenance  Agreement
(Development Agreement)  with Electronic Data Systems (EDS) and DDB Needham
to develop the web site for approximately $1,200,000, of which $300,000 had
been  expended  on  the  web  site   development  prior  to  the  Company's
acquisition of Global Internet.  FEHC  was  unable  to obtain the financing
needed  to complete the web site development and the Development  Agreement
was terminated.

     In December,  1997  Global  Transaction  Services, Ltd, a wholly owned
subsidiary  of  FEHC,  was  issued  an  internet gaming  license  from  the
Commonwealth of Dominica to establish and  operate  a computer based gaming
business operating exclusively as an off-shore business.   The  license  is
for  a  period of five years.  In order to maintain the license, operations
must commence within one year and continue without significant interruption
throughout its term.

     In accordance  with the terms of an agreement dated December 15, 1997,
if funding of at least  $1  million  was not received by Global Internet by
February 28, 1998, FEHC agreed to sell  to Anthony Kay, president of Global
Internet,  all  of  the  shares of Global Transaction  Services,  Ltd.  for
$17,000. Anthony Kay resigned as an officer and director of Global Internet
in March, 1998.

     On March 2, 1998, Global  Internet  was  notified of its default under
the  December  15,  1997  agreement and the shares  of  Global  Transaction
Services, Ltd which holds the gaming license, were sold to Anthony Kay.

     On July 30, 1998, the  Company  repurchased  all  of  the  issued  and
outstanding  shares of Global Transaction Services Ltd. from Anthony Kay by
issuing 50,000 shares of common stock of FEHC.

     The ability  of  the  Company  to  obtain  the  necessary financing to
commence operations of a virtual internet casino is uncertain  and  as such
the Company's investment in Global Internet was determined by management to
be  impaired.   Included  in  the  accompanying  consolidated statements of
operations for the year ended December 31, 1997 is  an impairment write-off
of approximately $558,000 representing the Company's  investment  in Global
Internet.

Other Business Developments

Balzac

     In April 1996, the Company acquired certain assets from Balzac,  Inc.,
a  private  company  which  manufactures  and distributes toys, including a
product line of toy balls.  The assets and rights acquired consisted of the
following: inventory of toy balls, the exclusive  license  to  sell  Balzac
products in Australia and various other rights.

     During  1996,  a  dispute  arose  between the Company and Balzac where
Balzac asserted a violation of the Purchase Agreement.

     In  April  1997,  Balzac and the Company  entered  into  a  Settlement
Agreement whereby Balzac  repurchased  the exclusive Australian License for
$800,000 and agreed to repay the Company  $200,000 which was the difference
between  the value of the seized inventory and  the  obligation  under  the
licensing  agreement.   The $1,000,000 is to be repaid over forty months at
8% per annum by liquidating  a  minimum of 25,000 shares of common stock of
FEHC per quarter held by Balzac,  Inc.   The  Company  would  be  paid  any
portion  of  the  sales price per share up to $1.00 and Balzac would retain
any portion of the  sales  price  over  $1.00  per share.  Any unsold stock
after 40 months will become the property of FEHC.  The ability of Balzac to
sell all 1,000,000 shares held by Balzac at a price  of  $1.00 to repay its
obligation was determined by management to be unlikely.  The  common  stock
of  FEHC  has  traded  at below $1.00 since August, 1997 and on February 5,
1998, the Company was delisted  from  NASDAQ.   As of December 31, 1997 the
note receivable from Balzac was determined to be  impaired  and was written
down to its net realizable value of $81,340 resulting in an impairment loss
of approximately $902,000.  During 1998, the note receivable was determined
to be further impaired and was written down to its net realizable  value of
$42,000  resulting  in an additional impairment of $39,340.  Subsequent  to
year end the Company  was  informed  by Balzac that it had filed Chapter 11
Bankruptcy  proceedings.  Management determined  the  note  receivable  was
unlikely to be  collected  and  the remaining $42,000 was written off as of
December 31, 1998.

Letters of Intent

     In June, 1998 FEHC signed a non-binding letter of intent with Intelek,
LLC ("Intelek") to form a joint venture  with  Intelek  for  the purpose of
developing and promoting entertainment sites on the internet.  In December,
1998  the Board of Directors determined not to pursue this opportunity  and
the letter of intent was terminated.

     In  July  1998  FEHC  signed  a  non-binding  letter  of  intent  with
SportsNet, Inc. (SNI) to operate an internet gaming site from the sovereign
nation  of the Commonwealth of Dominica pursuant to an International Gaming
License issued December 20, 1997, to a subsidiary of the Company.

     On September 15, 1998, the Company entered into a definitive agreement
with SportsNet, Inc. (SNI)  The effective date of the Agreement will be ten
days after  the following two events have occurred; (i) SNI has completed a
financing of not less than $1,000,000 and (ii) the Company has entered into
a contract with  a  credit  card  processor  for  participants in the Games
satisfactory to both the Company and SNI.

     The  Agreement, if and when it becomes effective,  would  continue  in
effect as long as the Company has a valid internet gaming license issued by
the Commonwealth   of  Dominica  or would terminate upon revocation of such
license by the Commonwealth of Dominica.

     The definitive agreement with  SportsNet,  Inc.  was  terminated as of
March 19, 1999 as SNI had not yet completed its financing of  $1,000,000 as
required by the agreement.

Global Games

     On  March  17, 1999 the Company signed a letter of intent with  Global
Games Corp. (Global  Games)  for the licensing of Global Games' sports book
software and related technology.   Under  the terms of the agreement Global
Games will receive a percentage of the net gaming revenue for the licensing
of  its  software  to the Company.  Consummation  of  this  transaction  is
subject to the completion  of  a  definitive  agreement and approval by the
Board of Directors of both companies.  Under the  letter  of intent, Global
Games will provide all technical service and support.  The gaming site will
be operated from the Commonwealth of Dominica and will be accessible  on  a
play  for fun basis from North America. The Company is unable to predict if
or  when  the  agreement  will  be  signed  and  the  transaction  will  be
consummated.

     On  March  20,  1999, the Company signed a letter of intent with EMNet
Corp ("EMNet") to form  a  joint  venture and create a significant Internet
based website business for "Comedy"  products  based around the affiliation
and content derived from a circuit of the leading  comedy clubs in America.
Revenue  streams  would be generated through providing  Internet  marketing
services  to member  clubs,  producing  regular  sponsored  live  exclusive
programming  on  the Internet and develop a pay-per-view model, and through
the sale of comedy  CD's  and  direct downloads, associated merchandise and
admissions to live performances  at  member  clubs.   The  closing  of this
transaction will be subject to negotiating a definitive agreement, approval
by  the  Board  of  Directors  of  both companies, completion of a detailed
business plan, completion of the required  agreements  with America On Line
("AOL") and the signing of a minimum of 5 member clubs.

Starnet Communications International Inc.

On  March  23,  1999, a wholly owned and newly acquired subsidiary  of  the
Company, Kensington  Investments  Inc., entered into a definitive agreement
with Softec Systems Caribbean Inc.,  a  wholly  owned subsidiary of Starnet
Communications  International,  Inc., to license internet  casino  software
which includes virtual casino games,  sports book and simulcast horse horse
and dog racing.

Softec will provide all hardware,software and appropriate connection to the
Internet  with sufficient bandwith to the  Company  that  would  allow  the
Company to  operate  an  internet  gaming  site.  The  Agreement  shall  be
effective  for  a  period  of  one  year and shall be automatically renewed
indefinitely with additional one year  terms  unless  the  Company notifies
Softec of its termination of the agreement in writing. Softec shall be paid
a one time start-up fee of $100,000 payable over the next ten  months and a
monthly  license  fee ranging from 12.5% to 25% of net monthly revenue  but
not less than $25,000  a  month.   The  $25,000 minimum monthly license fee
does not commence until 90 days after the first wager is accepted.

Kensington  will  operate the site in accordance  with  a  internet  gaming
license issued by the government of St. John's Antigua, West Indies.

The Company is committed to maintaining strict compliance with all existing
and pending U.S. legislation  regarding  internet gaming and in conjunction
with Softec, will build and operate this site  in  strict  compliance.  The
Company, in conjunction with Starnet, will build and operate  a gaming-for-
fun  site  that  will  be available to U.S. players and is intended  to  be
supported by advertising revenue.

In April, 1999 the Company  signed  a  letter  of intent with South Florida
publisher  Skarco  Press  for  the acquisition of the  exclusive   internet
rights  to  their  award  winning  Young   Jewish   Lifestyle  publication,
DIMENSIONS Magazine.

The Company intends to make available through www.dimensionsonline.com  the
magazine  to  every  major  advertising  market  in  the  U.S.  Each  major
advertising  market will have their own regional Internet edition providing
greater  opportunity   for  not  only  market  penetration  for  Dimensions
advertisers, but for significantly  increased  publishing  and distribution
revenues.

The  closing  of  this  transaction  will be subject to completion  of  due
diligence procedures, negotiating a definitive  agreement,  approval of the
Board of Directors of both companies. The Company is unable to  predict  if
or  when  an  agreement  will  be  sighned  and  the  transaction  will  be
consummated.

Competition

Radio

     100.7,  "The  Fox"  competes with seven other signals available in the
area.  Two of these radio  signals  originate  from Gillette, Wyoming.  The
Company presently enjoys the largest share of the  market,  estimated to be
44 percent.

Live Entertainment

     Competition   is   intense   in   the  comedy  and  music  night  club
entertainment industries.  On a national  level,  the  Company competes for
entertainers with companies that are better capitalized, highly visible and
have  longer  operating  histories  and  larger staffs in their  respective
locations.  None of the national comedy clubs  have  locations  in  Denver,
Colorado.   Comedy  Works  Larimer  Square  has been in business in Denver,
Colorado  for  17  years and the Company believes  it  to  be  the  highest
revenue-producing comedy  club  in  the  area.   The  Company believes that
Comedy  Works Larimer Square provides higher-quality acts  than  its  local
competitors,  reflected in the fact that it charges approximately twice the
admission price  of  its local competitors.  The main competitors of Comedy
Works Larimer Square are  both  individually-owned  and located in shopping
centers  in  the  suburbs, while Comedy Works is located  in  the  downtown
Denver area.

Licenses

     The Federal Communications  Commission (FCC) issues radio broadcasters
a license to operate within their assigned frequency for seven years. These
licenses,  upon  application,  are  renewable  for  additional  seven  year
periods.  The FCC issued KGWY its original  license  on October 1, 1983, to
operate at a frequency of 100.7 MHz, 24 hours a day, at  100,000  watts  of
effective  radiated power.  It was subsequently reissued in October of 1990
and 1997.  During  the  renewal  process  the  public has an opportunity to
express  its opinion of how well the particular station  is  servicing  its
broadcast  area.   Extreme public negativity during this period can hold up
the reissuance process.   In addition, frequent violations of FCC rules and
regulations can be cause for the denial of the station's license renewal.

     The FCC allots a certain  number  of  frequencies  for  each broadcast
area,based upon community need, population factors and the determination of
the  economic  viability  of  another  station  in  the  designated region.
Currently there are no other licenses available in the Gillette area. It is
possible  to request that the FCC reconsider opening up further frequencies
through  its  rule  making body, but this can be a time consuming  process.
All sales of stations and subsequent transfers of licenses must be approved
by the FCC.

     In December, 1997  the  Commonwealth  of  Dominica  issued an internet
gaming  license  to  Global  Transaction  Services, Ltd, which  allows  the
Company to establish and operate a computer based gaming business operating
exclusively as an offshore business. The license  is  for  a period of five
years  and  operations  must commence within one year and continue  without
significant interruption throughout its term.  Operations had not commenced
by December, 1998.  The Commonwealth  of  Dominica has extended the date to
commence operation to March 31, 1999 before  the  license  will expire. The
Company has received a verbal extension from the Commonwealth  of  Dominica
to June 30, 1999 for its internet gaming license although as of the date of
this prospectus an executed extension has not been received by the Company.

Seasonality

Radio

     Although revenues are spread over the entire calendar year, the  first
quarter  generally  reflects  the  lowest  and the fourth quarter generally
reflects  the  highest  revenues for each year.   The  increase  in  retail
advertising each fall in  preparation for the holiday season, combined with
political advertising, tends to increase fourth quarter revenues.

Live Entertainment

     The Company has found that its highest-revenue months are from July 15
to October 15 of each year.   From  approximately May 15 to July 15 of each
year,  business  is  typically  down 30 percent  below  average,  primarily
because customers prefer outdoor  activities  at that time of year.  During
the  holiday  season,  management  has  found  a  slight  increase  due  to
once-a-year  customers,  on  vacation  or  hosting  visiting   friends   or
relatives.

Employees

First Entertainment Holding Corp

     Currently, FEHC, the Holding Company, employs one part time executive.
The  Holding  Company  contracts  the  accounting,  management  information
systems  and  administrative  function  to  a  company  owned by the former
president of the Company and to other independent consultants.

Radio

     The Company employs approximately eight full-time employees  and  five
part-time  employees.   The  full-time employees, are engaged mainly in the
administrative radio operations  and  sales.   The  part-time employees are
engaged in the on-air activities as on-air personalities.

Live Entertainment

     This  division  has  five  full-time  employees  and approximately  26
part-time  employees.   Full-time  employees  are  management   staff   and
part-time employees are waitresses, bartenders, and door personnel.

Retail

     This  division  has  no  employees  as  of December 31, 1998 since the
business has been discontinued.

                          CERTAIN SELLING STOCKHOLDERS

     The following table sets forth, as of the  date  hereof, the aggregate
number  of  the   Company's   shares of  Common  Stock to be   offered   by
certain  Selling Stockholders  who are to be issued  shares of Common Stock
pursuant to the Plan which will  be  "control  securities" (as such term is
defined  in  the Act) assuming all shares being offered  pursuant  to  this
Prospectus are sold.

                                          Number of
                                          Shares to
Name and Address                          be Offered

A.B. Goldberg                                100,000
7887 E.Belleview Ave.
Suite 1114
Denver, CO 80111

Howard Stern                                 100,000
500 Corporate Drive
Suite 200
Ft. Lauderdale, FL 33334

William Rubin                                100,000
313 East Fort Ave.
Baltimore, MD 21230

Doug Olson                                  100,000
5495 Marion Street
Denver, CO 80216

                           PLAN OF DISTRIBUTION

     The Company   will  not  receive  any   proceeds  from the sale of the
shares of Common  Stock by the  Selling  Stockholders   pursuant   to  this
Prospectus.   The securities  offered by this  Prospectus  may be sold from
time to time by  all  of the  Selling  Stockholders.  Usual  and  customary
or  specifically  negotiated  brokerage  fees or commissions may be paid by
the Selling Stockholders.

     The Selling Stockholder through whom  such  securities are sold may be
deemed "underwriters" within the meaning of the Securities  Act of 1933, as
amended   (the  "Securities   Act"),   with   respect  to  the   securities
offered,  and  any  profits realized or commissions  received may be deemed
underwriting  compensation.  The Company has agreed to indemnify certain of
the   Selling   Stockholders   against   certain   liabilities,   including
liabilities under the Securities Act.

     At  the  time  a  particular  offer of the shares is made by or on the
behalf of a Selling Stockholder,  to  the  extent  required,  a  Prospectus
Supplement will be distributed  which will set forth the  number of  shares
being   offered  and the terms of the offering, including the name or names
of any underwriters,   dealers  or  agents,  the purchase price paid by any
underwriter for shares purchased from  the   Selling    Stockholders,   any
discounts,    commissions    and   other  items constituting   compensation
from  the   selling   Stockholders  and  any   discounts,  commissions   or
concessions  allowed or reallowed  or paid to dealers,  and the
proposed selling price to the public.

     The  shares  of  Common  Stock may be sold from time to time in one or
more transactions at a  fixed  offering  price,  which  may be changed,  at
varying prices determined  at the time of sale, or at  negotiated   prices.
Such  prices  will  be  determined   by  the   Selling  Stockholders  or by
agreement  between the Selling Stockholders and any underwriters.

     In order to comply with the applicable  securities   laws  of  certain
states,  if any, the shares of Common Stock will be offered or sold through
registered or licensed brokers or dealers in those states. In addition,  in
certain states  the shares  of  Common  Stock  may not be  offered  or sold
unless  they  have been registered  or  qualified  for sale in such  states
or an  exemption   from  such  registration or qualification requirement is
available and is complied with.

     Under applicable rules and regulations  promulgated under the Exchange
Act,  any  person  engaged  in  a  distribution    of  securities  may  not
simultaneously  bid for or purchase  securities  of  the  same  class for a
period   of  two  business  days  prior   to  the   commencement   of  such
distribution.   In   addition,   and   without  limiting the foregoing, the
Selling  Stockholders  will  be subject to applicable  provisions   of  the
Exchange   Act  and the  rules   and   regulations   thereunder,  including
without limitation Rules 10b-2, 10b-5, 10b- 6 and 10b-7, in connection with
transactions  in the shares during the  effectiveness  of the  Registration
Statement of which  this   Prospectus  is a part.  All of the foregoing may
affect
the marketability of the shares of Common Stock.

     The  Company  will  pay  all   of   the   expenses   incident  to  the
registration   of the  shares of Common  Stock  other   than  any  fees  or
expenses  of any  counsel retained by the Selling  Stockholders and any out
of pocket expenses  incurred  by  the  Selling   Stockholders or any person
retained by the Selling  Stockholders in connection  with  the registration
of the shares,  fees and expenses of compliance with  state  securities  or
blue sky  laws  and  commissions  and  discounts  of underwriters,  dealers
or agents, if any.

                       DESCRIPTION OF CAPITAL STOCK

     The    authorized   stock  of  the  Company   consists  of  50,000,000
authorized shares  of Common  Stock,  par value $.008 per share,  9,610,170
shares of which were  outstanding  as  of  December 31, 1998; and 5,000,000
authorized  shares of Preferred  Stock, $0.001  par  value,  consisting  of
1,500,000  shares  of  Class A Preferred Stock; 1,000,000 shares of Class B
Preferred Stock; and 1,000,000  shares  of Class C Preferred Stock. A total
of 10,869 Class A Preferred Stock, 13,040  Class  B Preferred Stock, and no
Class  C Preferred Stock were issued and outstanding  as  of  December  31,
1998.

     There  are  no  preemptive  rights  with respect to any of the capital
stock of the Company.

Common Stock
-------------

     Each share of Common Stock is entitled  to one vote,  either in person
or by proxy,  on all matters that may be voted  upon  by the owners thereof
at a meeting of the shareholders,  including the election of directors. The
holders of Common Stock (i) have equal,  ratable rights  to  dividends from
funds legally  available therefor,  when,  as and if declared  by the Board
of  Directors  of the Company; (ii) are entitled to share ratably in all of
the assets of the Company available for  distribution  to holders of Common
Stock  upon   liquidation,  dissolution or winding  up of the  affairs   of
the  Company;   (iii)  do  not have  preemptive  or redemption   provisions
applicable  thereto;  and  (iv)  are  entitled  to  one noncumulative  vote
per share on all matters on  which   shareholders  may vote at all meetings
of shareholders.

     All shares of Common Stock issued  and   outstanding   are,  and those
offered  hereby,   when   issued,   will  be fully paid and  nonassessable,
with no personal liability attaching to the ownership thereof.

Preferred Stock
----------------
     A total of One Million Five Hundred Thousand (1,500,000) shares of the
Company's $0.001 per share Preferred Stock  have  been designated Class "A"
7% Cumulative, Non-Participating, Convertible Preferred  Stock, which has a
7% dividend and is redeemable by the Company at face value  and convertible
into  common  shares of the Company. The rights of Class A preferred  stock
are superior to all other Preferred Stock.

     A total of  One  Million (1,000,000) shares of the Company's Preferred
Stock  have been designated  Class  "B"  6%  Cumulative  dividend,  payable
quarterly  if  and when declared, and are redeemable by the Company at face
value and convertible  into  common  shares of the Company at the option of
the Company. The rights of Class B preferred stock are subordinate to Class
A Preferred Stock.

     A total of One Million (1,000,000)  shares  of the Company's Preferred
Stock  have been designated Class "C"  Convertible  non-dividend  Preferred
Stock. The  Class C Preferred Stock is convertible into common stock of the
Company at a conversion price per share of Class C preferred stock equal to
the average previous  thirty  day bid price of the Common Stock on the date
of conversion. The rights of Class  C  preferred  stock  are subordinate to
Class A and Class B Preferred Stock.

Transfer Agent and Registrar
-----------------------------

     The  transfer  agent  for  the  Company's  Common  Stock  is  American
Securities  Transfer, Incorporated, 988 Quail Street, Suite 101,  Lakewood,
Colorado 80215.  The telephone number is (303) 234-5300. The Company itself
transfers its Preferred Shares.

     No  dealer,   salesman  or  other person  has been  authorized to give
any  information  or  to make any representations  not  contained  in  this
Prospectus and if given  or  made, such information or representations must
not  be  relied  upon as having been  authorized  by  the  Company  or  any
Underwriter. Neither  the  delivery  of this  Prospectus  nor any sale made
hereunder  shall under any  circumstances  create   any   implication  that
there  has  been no change in the  affairs  of the Company since  the  date
hereof.  This   Prospectus  does  not  constitute  an  offer  tosell  or  a
solicitation   of  an  offer to buy any of the securities offered hereby in
any  jurisdiction to any  person  or  to make such offer or solicitation in
such jurisdiction.

                     FIRST ENTERTAINMENT HOLDING CORP.

                     1,000,000 Shares of Common Stock

                             TABLE OF CONTENTS

AVAILABLE INFORMATION............................................

INCORPORATION OF CERTAIN DOCUMENTS
         BY REFERENCE............................................

PROSPECTUS SUMMARY...............................................

RISK FACTORS.....................................................

THE COMPANY.....................................................

SELLING STOCKHOLDERS............................................

PLAN OF DISTRIBUTION............................................

DESCRIPTION OF CAPITAL STOCK....................................

                        ---------------------------
                                PROSPECTUS
                        ---------------------------

                              April 21, 1999
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-KSB for the fiscal  year
ended December 31, 1998; and

     b.   The Company's Reports on Form 8-K which have been filed since the
Company's Annual Report, if any.

     c.   The description of  the Company's common stock from the Company's
Registration Statement on Form  8-A  filed with the Securiites and Exchange
Commission on February 26, 1987.

     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.

     The Registrant  is  registering  common shares and options to purchase
common shares. The common shares are registered  pursuant  to Section 12 of
the  Securities  Exchange Act of 1934, as amended. The Registrant  is  also
registering options.  For  a  description  of  the options, see Exhibit 4.1
attached hereto.

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 20,000 shares, which have
been registered in the Registration Statement of which this prospectus is a
part. An affiliate of this firm owns  an additional 20,000 common shares of
the Registrant.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article Twelfth of the Company's Articles  of Incorporation authorizes
the Corporation to indemnify to the maximum extent  permitted  under Nevada
law.

     The   Nevada  Private  Corporations  Act  allows  indemnification   of
directors, officers,  employees  and  agents  of the Company, including the
advancement of expenses:

Section 78.751 of the Nevada Private Corporations Act provides:

          1. A corporation may indemnify any person  who  was or is a party
     or  is  threatened  to be made a party to any threatened,  pending  or
     completed    action,    suit    or    proceeding,    whether    civil,
     criminal,administrative or  investigative,  except  an action by or in
     the right of the corporation, by reason of the fact that  he is or was
     a director,officer, employee or agent of the corporation, or is or was
     serving  at  the  request  of  the corporation as a director, officer,
     employee or agent of another corporation,  partnership, joint venture,
     trust  or  other  enterprise, against expenses,  including  attorneys'
     fees, judgments, fines  and  amounts  paid  in settlement actually and
     reasonable incurred by him in connection with  such  action,  suit  or
     proceeding  if  he  acted  in good faith and in a manner he reasonably
     believed  to  be  in or not opposed  to  the  best  interests  of  the
     corporation,  and,  with   respect   to   any   criminal   action   or
     proceeding,had   no  reasonable  cause  to  believe  his  conduct  was
     unlawful.  The termination  of  any  action,  suit  or  proceeding  by
     judgment,  order,  settlement,  conviction,  or  upon  a  plea of nolo
     contendere   or   its  equivalent,  does  not,  of  itself,  create  a
     presumption that the  person did not act in good faith and in a manner
     which he reasonably believed  to  be  in  or  not  opposed to the best
     interests of the corporation, and, with respect to any criminal action
     or proceeding, he had reasonable cause to believe that his conduct was
     unlawful.

          2. A corporation may indemnify any person who was  or  is a party
     or  is  threatened  to  be made a party to any threatened, pending  or
     completed action or suit  by  or  in  the  right of the corporation to
     procure a judgment in its favor by reason of  the  fact  that he is or
     was a director, officer, employee or agent of the corporation,  or  is
     or  was   serving  at  the  request  of the corporation as a director,
     officer, employee or agent of another  corporation, partnership, joint
     venture, trust or other enterprise against expenses, including amounts
     paid  in  settlement  and  attorneys'  fees  actually  and  reasonably
     incurred by him in connection with the defense  or  settlement  of the
     action or suit if he acted in good faith and in a manner he reasonably
     believed  to  be  in  or  not  opposed  to  the  best interests of the
     corporation. Indemnification may not be made for any  claim,  issue or
     matter as to which such person shall have been adjudged by a court  of
     competent  jurisdiction, after exhaustion of all appeals therefrom, to
     be liable to  the corporation or for amounts paid in settlement to the
     corporation,unless  and only to the extent that the court in which the
     action or suit was brought  or other  court of competent jurisdiction,
     determines upon application that  in  view of all the circumstances of
     the case, the person is fairly and reasonably  entitled  to  indemnity
     for such expenses as the the court deems proper.

          3. To the extent that a director, officer, employee or agent of a
     corporation has been successful on the merits or otherwise in  defense
     of  any  action, suit or proceeding referred to in subsections 1.  and
     2., or in  defense  of  any claim, issue or matter therein, he must be
     indemnified by the corporation  against expenses, including attorneys'
     fees, actually and reasonably incurred  by  him in connection with the
     defense.

          4.  Any  indemnification  under subsections  1.  and  2.,  unless
     ordered by a court or advanced pursuant  to subsection 5, must be made
     by  the corporation only as authorized in the  specific  case  upon  a
     determination  that indemnification of the director, officer, employee
     or agent is proper  in  the  circumstances.  The determination must be
     made:(a)  By  the stockholders, (b) By the board  of  directors  by  a
     majority vote of a quorum consisting of directors who were not parties
     to such action,  suit  or proceeding (c)If a majority vote of a quorum
     consisting of directors  who  were  not  parties  to  the act, suit or
     proceeding  so  orders,  by  independent  legal  counsel in a  written
     opinion;(d) If a quorum consisting of directors who  were  not parties
     to  the  act,  suit  or  proceeding cannot be obtained, by independent
     legal counsel in a written opinion.

          5. The articles of incorporation, the bylaws or an agreement made
     by the corporation may provide  that  the  expenses  of  officers  and
     directors  incurred  in  defending a civil or criminal action, suit or
     proceeding must be paid by the corporation as they are incurred and in
     advance of the final disposition  of  such  action, suit or proceeding
     upon receipt of an undertaking by or on behalf  of  such  director  or
     officer to repay such amount if it shall ultimately be determined by a
     court  of  competent  jurisdiction  that  he  is  not  entitled  to be
     indemnified  by the corporation. The provisions of this subsection  do
     not affect any  rights  to  advancement of expenses to which corporate
     personnel other than directors  or  officers may be entitled under any
     contract or otherwise by law.

          6. The indemnification and advancement  of expenses authorized in
     or ordered by a court pursuant to this section:

          (a) Does not exclude any other rights to  which  a person seeking
     indemnification aor advancement of expenses may be entitled  under the
     articles or incorporation, by-law, agreement, vote of stockholders  or
     disinterested  directors  or  otherwise,  for  either an action in his
     official capacity or an action in another capacity  while holding such
     office,  except  that  indemnification,  unless  ordered  by  a  court
     pursuant  to  subsection  2  or  for the advancement of expenses  made
     pursuant to subsection 5, may not  be  made  to  or  on  behalf of any
     director or officer if a final adjudication establishes that  his acts
     or   omissions  involved  intentional  misconduct,  fraud  or  knowing
     violation of the law and was material to the cause of action.

          (b)  Continues  for  a  person  who  has ceased to be a director,
     officer, employee or agent and inures to the  benefit  of  the  heirs,
     executors, and administrators of such a person.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS

Exhibit
Number    Description

3.1       Articles of Incorporation of the Company *

3.2       Bylaws of the Company*

3.3       Articles of Merger Between the Company and First
Entertainment, Inc.*

4.1       First Entertainment Compensation Plan-1999B, dated March 1, 1999.

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

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

24.2           Consent  of   Gordon,  Hughes  &  Banks,  LLP,   independent
          Certified Public Accountants.

          * Previously Filed

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 21st day of April, 1999.

                              FIRST ENTERTAINMENT, INC.

                              By:  /S/ 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: 4/21/99                By:/S/A.B.GOLDBERG
          A.B. Goldberg
                                   Director

Dated: 4/21/99           By:/S/ WILLIAM RUBIN
                                   William Rubin
                                   Director

Dated: 4/21/99           By:/S/ DOUG OLSON
                                   Doug Olson
                                   Director

Dated: 4/21/99           By:/S/ HOWARD STERN
                                   Howard Stern
                                   Director

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                 FORM S-8

                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933

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

                              E X H I B I T S
EXHIBIT INDEX

Exhibit
Number    Description

3.1       Articles of Incorporation of the Company *

3.2       Bylaws of the Company *

3.3       Articles  of  Merger Between the Company and First Entertainment,
     Inc. *

4.1       First Entertainment Compensation Plan-1999B, dated March 1, 1999.

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

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

24.2      Consent of Gordon, Hughes &  Banks,  LLP,   independent Certified
          Public Accountants.

          *Previously filed
Exhibit 5.0
            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

                              April 21, 1999

Board of Directors
First Entertainment Holding Corp.
7887 E. Belleview Ave.
Suite #1114
Denver,  CO  80111

Gentlemen:

     We  have  acted  as counsel to First Entertainment Holding  Corp  (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 1933,  as  amended,  of  the subject shares of the
Company's common stock, $.008 par value per share (the "Shares").

     Based upon the foregoing, and assuming that Shares  will  be issued as
set forth in the 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  duly  authorized,  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
beneficiary  thereof,  once  issued   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.

                                   Very truly yours,
                                   DAVID WAGNER & ASSOCIATES, P.C.
                                   ///Signed///
Exhibit 24.1

                        Consent of Issuer's Counsel
DAVID WAGNER & ASSOCIATES, P.C.
                         8400 East Prentice Avenue
                              Penthouse Suite
                        Englewood, Colorado  80111
                         Telephone (303) 793-0304
                         Facsimile (303) 771-4562

                              April 21, 1999

     We  consent  to  the  use  of  this  opinion  as  an  exhibit  to  the
Registration  Statement  and to the reference to our firm in the prospectus
which is made a part of the Registration Statement.

                              Very truly yours,
                              DAVID WAGNER &  ASSOCIATES, P.C.
                              ///Signed///
Exhibit No. 24.2

                 Consent of Independent Public Accountant
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

First Entertainment Holding Corp.
Denver, Colorado

We hereby consent to the incorporation  by  reference  in  the Registration
Statement  of our report dated March 17, 1999 relating to the  consolidated
financial statements  of  First  Entertainment Holding Corp. appearing in 
the Company's Annual Report on Form 10-KSB  for the year ended December 31, 
1998.

Gordon, Hughes & Banks, LLP

///signed///

Denver, Colorado
April 21, 1999