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 Issuer 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-1999A
(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 114
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
<TABLE>
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

<S>                 <C>           <C>           <C>           <C>
COMMON SHARES        500,000      $0.20         $100,000      $100.00
 $0.008 par value
  SHARES



OPTIONS TO PURCHASE  500,000        -0-              -0-          -0-

COMMON SHARES



TOTAL                                                        $100.00

</TABLE>

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

PART I

INFORMATION REQUIRED IN THE PROSPECTUS

 Note: The document(s) containing the information concerning the First 
Entertainment Compensation Plan-1999A dated January 5, 1999 (the "Plan") 
required by Item 1 of Form S-8 under the Securities Exchange Act of 
1934, as amended (the  Exchange Act), and the statement of 
availability of registrant information, employee benefit plan annual 
reports and other information required by Item 2 of Form S-8 will be 
sent or given to participants as specified in Rule 428. In accordance 
with Rule 428 and the requirements of Part I of Form S-8, such documents 
are not being filed with the Securities and Exchange Commission (the  
Commission) either as part of this registration statement on Form S-8 
(the  Registration Statement) or as prospectuses or prospectus 
supplements pursuant to Rule 424. First Entertainment Holding Corp., a 
Nevada corporation (the  Registrant or the  Company), will maintain 
a file of such documents in accordance with the provisions of Rule 428. 
Upon request, the Company shall furnish to the Commission or its staff a 
copy or copies of all of the documents included in such file.

 
                              PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

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

 a. The Company's Annual Report on Form 10-KSB for the fiscal year ended 
December 31, 1997; and

 b. The Company's Quarterly Report on Form 10-QSB for the fiscal quarter 
ended March 31, 1998.

 c. The Company's Quarterly Report on Form 10-QSB for the fiscal quarter 
ended June 30, 1998.

 d. The Company's Quarterly Report on Form 10-QSB for the fiscal quarter 
ended September 30, 1998.

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 75,000 shares, 
which have been registered in this Plan.

Item 6. Indemnification of Directors and Officers.

Article Twelve 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 or advancement of expenses may be entitled under 
the articles or incorporation, by-laws, 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-1999A, dated     
                      January 5, 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.


24.3              Consent of BDO Seidman, 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           day of January, 1999.

                                        FIRST ENTERTAINMENT, INC.

                                      By:                             
                                         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:                             By:                                 
                                      A.B. Goldberg
                                      Director


Dated:                             By:                                
                                       William Rubin
                                       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 Issuer 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-1999A, 
                          dated January 5, 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.

24.3        Consent of BDO Seidman, LLP, independent Certified Public 
            Accountants

      *Previously filed


                                Exhibit 4.1

                 First Entertainment Compensation Plan - 1999A

                         Dated January 5, 1999


                FIRST ENTERTAINMENT COMPENSATION PLAN-1999A

THIS COMPENSATION PLAN-1999A is adopted this 5th day of January, 1999, 
by FIRST ENTERTAINMENT HOLDING CORP., a Nevada corporation with its 
principal place of business being located at 7887 E. Belleview Ave. 
Suite 114,Denver, Colorado 80111

WITNESSETH:

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

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

NOW THEREFORE, the Board adopts this as the First Entertainment 
Compensation Plan-1999A (the "Plan").

1.00  EFFECTIVE DATE AND TERMINATION OF PLAN
The effective date of the Plan is January 5, 1999, which is the day the 
Plan was adopted by the Board. The Plan will terminate on the earlier of 
the date of the grant of the final option for last common stock 
allocated under the Plan or ten years from the date thereof, whichever 
is earlier, and no options will be granted thereafter pursuant to this 
Plan.

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

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

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

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

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

4.00  NUMBER OF SHARES SUBJECT TO THE PLAN
  4.01.  The Board, prior to the time shall reserve for the purposes of 
the Plan a total of Five Hundred Thousand (500,000) of the authorized 
but unissued shares of common shares of the Company, provided that any 
shares as to which an option granted under the Plan remains unexercised 
at the expiration thereof may be the subject of the grant of further 
options under the Plan within the limits and under the terms set forth 
in Article 3.00 hereof.

5.00  PRICE OF COMMON SHARES
   5.01.  The initial and standard price per share of common stock to be 
issued directly or by option shall be $.20 per share but may be changed 
in each case by the Board, or its designee, from time to time. If the 
share price is changed, the Board, or its designee, shall determine the 
share price no later than the date of the issuance of the shares and/ or 
the grant of the option and at such other times as the Board, or its 
designee, deems necessary.  The Board shall have absolute final 
discretion to determine the price of the common stock under the Plan. In 
the absence of such specific determination, the share price will be 
$0.30 per share.

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

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

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

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

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

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

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

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

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

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

13.00  ADOPTION OF PLAN
This Plan has been duly adopted by the Board of Directors of the Company 
on January 5, 1999.

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

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


                                    FIRST ENTERTAINMENT HOLDING CORP.



                                     By                                
                                       A.B. Goldberg, President


ATTEST:



                             
Wende Curtis, Secretary                    (SEAL)


                                  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

                             January 15, 1999



Board of Directors
First Entertainment Holding Corp.
1999 Broadway
Suite #3135
Denver,  CO  80202


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



                               January 15, 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 November 1, 1998  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, 1997.



Gordon, Hughes & Banks, LLP

///signed///

Denver, Colorado
January 15, 1999


                                     Exhibit 24.3
                             Consent of BDO Seidman, LLP, 
                       Independent Certified Public Accountants


         CONSNET OF INDEOENDENT CERTIFIED PUBLIC ACCOUNTANTS

Stockholders and Board of Diectors
First Entetainment Holding Corp.
Denver, Colorado 

We hereby consent to the incorporation by reference in this Regitration 
Statemnt of First Entertainment Holding Corp on Form S-8 of our report 
dated March 3, 1997 relating to the onsolidated financail statemnets 
(which contained an explanatory paragraph relative to a going concern 
uncertainty) appearing in the Annual Report on Form 10-KSB of First 
Entertainment Holding Corp for the year ended December 31, 1996 which is 
incorporated by reference in the Registration Statement and deemed to be a 
part thereof.

/s/BDO Seidman, LLP

January 27, 1999
Denver, Colroado
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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 Issuer 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-1999A
(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 114
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        500,000      $0.20         $100,000      $100.00
 $0.008 par value
  SHARES

OPTIONS TO PURCHASE  500,000        -0-              -0-          -0-

COMMON SHARES

TOTAL                                                        $100.00
(1) Estimated solely for the purpose of calculating the registration 
fee pursuant to Rule 457.

PART I

INFORMATION REQUIRED IN THE PROSPECTUS

 Note: The document(s) containing the information concerning the First 
Entertainment Compensation Plan-1999A dated January 5, 1999 (the "Plan") 
required by Item 1 of Form S-8 under the Securities Exchange Act of 
1934, as amended (the  Exchange Act), and the statement of 
availability of registrant information, employee benefit plan annual 
reports and other information required by Item 2 of Form S-8 will be 
sent or given to participants as specified in Rule 428. In accordance 
with Rule 428 and the requirements of Part I of Form S-8, such documents 
are not being filed with the Securities and Exchange Commission (the  
Commission) either as part of this registration statement on Form S-8 
(the  Registration Statement) or as prospectuses or prospectus 
supplements pursuant to Rule 424. First Entertainment Holding Corp., a 
Nevada corporation (the  Registrant or the  Company), will maintain 
a file of such documents in accordance with the provisions of Rule 428. 
Upon request, the Company shall furnish to the Commission or its staff a 
copy or copies of all of the documents included in such file.

 
                              PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

 a. The Company's Annual Report on Form 10-KSB for the fiscal year ended 
December 31, 1997; and

 b. The Company's Quarterly Report on Form 10-QSB for the fiscal quarter 
ended March 31, 1998.

 c. The Company's Quarterly Report on Form 10-QSB for the fiscal quarter 
ended June 30, 1998.

 d. The Company's Quarterly Report on Form 10-QSB for the fiscal quarter 
ended September 30, 1998.

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 75,000 shares, 
which have been registered in this Plan.

Item 6. Indemnification of Directors and Officers.

Article Twelve 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 or advancement of expenses may be entitled under 
the articles or incorporation, by-laws, 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-1999A, dated     
                      January 5, 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.

24.3              Consent of BDO Seidman, 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           day of January, 1999.

                                        FIRST ENTERTAINMENT, INC.

                                      By:                             
                                         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:                             By:                                 
                                      A.B. Goldberg
                                      Director

Dated:                             By:                                
                                       William Rubin
                                       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 Issuer 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-1999A, 
                          dated January 5, 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.

24.3        Consent of BDO Seidman, LLP, independent Certified Public 
            Accountants

      *Previously filed

                                Exhibit 4.1

                 First Entertainment Compensation Plan - 1999A

                         Dated January 5, 1999

                FIRST ENTERTAINMENT COMPENSATION PLAN-1999A

THIS COMPENSATION PLAN-1999A is adopted this 5th day of January, 1999, 
by FIRST ENTERTAINMENT HOLDING CORP., a Nevada corporation with its 
principal place of business being located at 7887 E. Belleview Ave. 
Suite 114,Denver, Colorado 80111

WITNESSETH:

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

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

NOW THEREFORE, the Board adopts this as the First Entertainment 
Compensation Plan-1999A (the "Plan").

1.00  EFFECTIVE DATE AND TERMINATION OF PLAN
The effective date of the Plan is January 5, 1999, which is the day the 
Plan was adopted by the Board. The Plan will terminate on the earlier of 
the date of the grant of the final option for last common stock 
allocated under the Plan or ten years from the date thereof, whichever 
is earlier, and no options will be granted thereafter pursuant to this 
Plan.

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

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

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

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

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

4.00  NUMBER OF SHARES SUBJECT TO THE PLAN
  4.01.  The Board, prior to the time shall reserve for the purposes of 
the Plan a total of Five Hundred Thousand (500,000) of the authorized 
but unissued shares of common shares of the Company, provided that any 
shares as to which an option granted under the Plan remains unexercised 
at the expiration thereof may be the subject of the grant of further 
options under the Plan within the limits and under the terms set forth 
in Article 3.00 hereof.

5.00  PRICE OF COMMON SHARES
   5.01.  The initial and standard price per share of common stock to be 
issued directly or by option shall be $.20 per share but may be changed 
in each case by the Board, or its designee, from time to time. If the 
share price is changed, the Board, or its designee, shall determine the 
share price no later than the date of the issuance of the shares and/ or 
the grant of the option and at such other times as the Board, or its 
designee, deems necessary.  The Board shall have absolute final 
discretion to determine the price of the common stock under the Plan. In 
the absence of such specific determination, the share price will be 
$0.30 per share.

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

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

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

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

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

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

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

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

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

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

13.00  ADOPTION OF PLAN
This Plan has been duly adopted by the Board of Directors of the Company 
on January 5, 1999.

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

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

                                    FIRST ENTERTAINMENT HOLDING CORP.

                                     By                                
                                       A.B. Goldberg, President

ATTEST:

                             
Wende Curtis, Secretary                    (SEAL)

                                  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

                             January 15, 1999

Board of Directors
First Entertainment Holding Corp.
1999 Broadway
Suite #3135
Denver,  CO  80202

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

                               January 15, 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 November 1, 1998  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, 1997.

Gordon, Hughes & Banks, LLP

///signed///

Denver, Colorado
January 15, 1999

                                     Exhibit 24.3
                             Consent of BDO Seidman, LLP, 
                       Independent Certified Public Accountants

         CONSNET OF INDEOENDENT CERTIFIED PUBLIC ACCOUNTANTS

Stockholders and Board of Diectors
First Entetainment Holding Corp.
Denver, Colorado 

We hereby consent to the incorporation by reference in this Regitration 
Statemnt of First Entertainment Holding Corp on Form S-8 of our report 
dated March 3, 1997 relating to the onsolidated financail statemnets 
(which contained an explanatory paragraph relative to a going concern 
uncertainty) appearing in the Annual Report on Form 10-KSB of First 
Entertainment Holding Corp for the year ended December 31, 1996 which is 
incorporated by reference in the Registration Statement and deemed to be a 
part thereof.

/s/BDO Seidman, LLP

January 27, 1999
Denver, Colroado