As Filed with the Securities and Exchange Commission on 
May 9, 1996
                                Registration No.


            SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549


                       FORM S-8

                       

                 REGISTRATION STATEMENT
                         under
               THE SECURITIES ACT OF 1933



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

      COLORADO                              84-0974303

(State or other jurisdiction of         (I.R.S. Employer
incorporation or jurisdiction)          Identification No.)

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


  FIRST ENTERTAINMENT STOCK AND SERVICES COMPENSATION PLAN
                   (Full title of plan)

                      A.B. Goldberg
                 1380 Lawrence, Suite 1400
                   Denver, Colorado 80204
                     (303) 592-1235

      (Name, address, including zip code, and telephone 
number, including area code, of agent for service of 
process)

The Commission is requested to send copies of all 
communications and notes to:

                    David J. Wagner, Esq.
               David Wagner & Associates, P.C.
                  8400 East Prentice Avenue
                      Penthouse Suite
                  Englewood, Colorado 80111
                     (303) 793-0304

            CALCULATION OF REGISTRATION FEE


Title of     Amount       Proposed   Proposed    Amount Of
Securities   To Be        Maximum    Maximum    Registration
To Be        Registered   Offering   Aggregate      Fee
Registered                Price      Offering 
                        Per Share (1) Price (1)
- ------------------------------------------------------------
COMMON 
SHARES      1,000,000     $0.50       $500,000    $176.25


$0.008      SHARES
par value

OPTIONS TO 
PURCHASE    1,000,000       -O-          -O-          -O-

COMMON SHARES

TOTAL                                               $176.25
- -----------------------------------------------------------

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


                         PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

      The following documents, which have been filed by the 
Company with the Securities and Exchange Commission, are 
hereby incorporated by reference into this Prospectus: 
      a.    The Company's Annual Report on Form 10-K for the
            fiscal year ended December 31, 1995; and
      b.    The description of the common stock,
            par value $0.008 per share (the "Common 
            Stock")of the Company as contained in Exhibits to Item 14 
            of the Company's Annual Report on Form 10K for 
            the fiscal year ended December 31, 1993, file 
            No. 0- 15435.
 
      All documents filed by the Company with the Commission 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 
Exchange Act subsequent to the date of this Registration 
Statement and prior to the filing of a post-effective 
amendment to this Registration Statement which indicates 
that all securities offered hereby have been sold or which 
deregisters all securities then remaining unsold shall be 
deemed to be incorporated in this Registration Statement by 
reference and to be a part hereof from the date of filing of 
such documents. 

      Any statement contained in this Registration 
Statement, in a supplement to this Registration Statement or 
in a document incorporated by reference herein, shall be 
deemed to be modified or superseded for purposes of this 
Registration Statement to the extent that a statement 
contained herein or in any subsequently filed supplement to 
this Registration Statement or in any document that is 
subsequently incorporated by reference herein modifies or 
supersedes such statement. Any statement so modified or 
superseded shall not be deemed. except as so modified or 
superseded, to constitute a part of this Registration 
Statement. 
Item 4.     Description of Securities.

      Not applicable. See Item 3(d) above.

Item 5.     Interests of Named Experts and Counsel.

      David Wagner & Associates, P.C., Attorneys at Law, 
special securities counsel to the Registrant for the purpose 
of this Registration Statement, and whose opinion as to the 
legality of the issuance of the Shares hereunder is attached 
hereto as Exhibit 5, have been allocated, for past services 
and pursuant to the Plan, a total of 50,000 shares, which 
have been registered in this Plan. 

Item 6.     Indemnification of Directors and Officers.

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

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

      (a) The person conducted himself or herself in good 
          faith; 
      (b) The person reasonably believed: 
            (1) In the case of conduct in an official 
capacity with the corporation, that his or her conduct was 
in the corporation's best interests; and 
            (2) In all other cases, that his or her conduct 
was at least not opposed to the corporation's best 
interests; and 
      (c) In the case of any criminal proceeding, the person 
had no reasonable cause to believe that his or her conduct 
was unlawful. 

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

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

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

      Unless limited by the Articles of Incorporation, and 
there are not such limitations with respect to the Company, 
Section 7-109-103 of CRS requires that the corporation shall 
indemnify such a person against reasonable expenses who was 
wholly successful, on the merits or otherwise, in the 
defense of any proceeding to which the person was a party 
because. of his status with the corporation.
 
      Under Section 7-109-104 of CRS, the corporation may 
pay reasonable fees in advance of final disposition of the 
proceeding if: 

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

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

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

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

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

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

       Under Section 7-107(1)(c) of CRS, a corporation may 
also indemnify and advance expenses to an officer, employee, 
fiduciary, or agent who is not a director to a greater 
extent than the foregoing indemnification provisions, if not 
inconsistent with public policy, and if provided for in the 
corporation's bylaw, general or specific action of the Board 
of Directors, or shareholders, or contract.
 
       Section 7-109-108 of CRS permits the corporation to 
purchase and maintain insurance to pay for any 
indemnification of reasonable expenses as discussed herein. 

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

       Insofar as indemnification for liabilities under the 
Securities Act of 1933 may be permitted to directors 
officers, and controlling persons of the Registrant pursuant 
to the foregoing provisions, or otherwise, the Registrant 
has been advised that in the opinion of the Securities and 
Exchange Commission such indemnification is against public 
policy as expressed in the Act and is, therefore, 
unenforceable. In the event that a claim for indemnification 
against such liabilities (other than the payment by the 
Registrant of expense incurred or paid by a director, 
officer, or controlling person of the registrant in the 
successful defense of any action, suit, or proceeding) is 
asserted by such director, officer, or controlling person in 
connection with the securities being registered, the 
Registrant will, unless in the opinion of its counsel the 
matter has been settled by controlling precedent, submit to 
a court of appropriate jurisdiction the question whether 
such indemnification by it is against public policy as 
expressed in the Act and will be governed by the final 
adjudication of such issue. 

Item 7.     Exemption From Registration Claimed.
            Not applicable.

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

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

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

4.1          First Entertainment Stock and Services
             Compensation Plan, dated May 1, 1996.

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

24.1         Consents of BDO Seidman, LLP and Mitchell  
             Finley & Company, P.C., CPA's.

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

Item 9.      Undertakings

             1.     The Registrant hereby undertakes:

             (a)    To file, during any period in which 
offers or sales are being made, a post-effective amendment 
to this registration statement:

             (i)    to include any prospectus required by 
Section 10(a)(3) of the Securities Act of 1933;

             (ii)   to reflect in the prospectus any facts 
or events arising after the effective date of the 
registration statement (or the most recent post-effective 
amendment thereof) which, individually or in the aggregate, 
represent a fundamental change in the formation set forth in 
the registration statement;

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

     (b) That, for the purpose of determining any liability 
under the Securities Act of 1933, each such post-effective 
amendment shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering 
of such securities at that time shall be deemed to be the 
initial bonafide offering thereof.
 
     (c) To remove from registration by means of a post-
effective amendment any of the securities being registered 
which remain unsold at the termination of the offering.
 
      2. The Registrant hereby undertakes that, for purposes 
of determining any liability under the Securities Act of 
1933, each filing of the Registrant's annual report pursuant 
to Section 13(a) or Section 15(d) of the Exchange Act (and, 
where applicable, each filing of an employee benefit plan's 
annual report pursuant to Section 15(d) of the Exchange Act) 
that is incorporated by reference in the registration 
statement shall be deemed to be a new registration statement 
relating to the securities offered herein, and the offering 
of such securities at that time shall be deemed to be in the 
initial bona fide offering thereof. 



               SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549




                              FORM S-8

                        REGISTRATION STATEMENT
                               under
                       THE Securities ACT OF 1933


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





                         EXHIBITS



                      EXHIBIT INDEX

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

Exhibit
Number      Description

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

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

4.1         First Entertainment Stock and Services 
            Compensation Plan, dated May 1, 1996.

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

24.1        Consents of BDO Seidman, LLP, and Mitchell     
            Finley & Company P.C.,CPA's.
            Consent of David Wagner & Associates, P.C.
           (Included in Exhibit 5).

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

                         EXHIBIT 3.1 *

    Articles of Incorporation of the Company (incorporated 
by reference to the Exhibits in Item 14 of the Company's 
Form 1-K Annual Report for the fiscal year ended December 
31, 1995, filed with the Commission, file No. 0-15435).

                         EXHIBIT 3.2*

    Bylaws of the Company (incorporated by reference to the 
Exhibits in Items 14 of the Company's Form 10K Annual 
Report, filed for the fiscal year ended December 31, 1995, 
filed with the Commission, file No. 0-15435).

                         EXHIBIT 4.1

First Entertainment Stock and Services Compensation Plan, 
Dated May 1, 1996.


FIRST ENTERTAINMENT STOCK AND SERVICES COMPENSATION PLAN




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

WITNESSETH:

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

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

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

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


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

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

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

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

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

4.00     NUMBER OF SHARES SUBJECT TO THE PLAN
         4.01.     The Board, prior to the time shall 
reserve for the purposes of the Plan a total of One Million  
(1,000,000) 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 
$0.50 per share but may be changed in each case by the 
Board, or its designee, from time to time. If the share 
price is changed, the Board, or its designee, shall 
determine the share price no later than the date of the 
issuance of the shares and/ or the grant of the option and 
at such other times as the Board, or its designee, deems 
necessary.  The Board shall have absolute final discretion 
to determine the price of the common stock under the Plan. 
In the absence of such specific determination, the share 
price will be $0.50 per share.

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

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

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

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

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

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

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

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

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

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

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

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


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

                                First Entertainment, Inc.



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




ATTEST:



Cynthia Jones
- -------------
Cynthia Jones, Secretary


(SEAL)



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

             David Wagner & Associates, P.C.
            Attorneys and Counselors at Law
                8400 East Prentice Avenue
                      Penthouse Suite
               Englewood, Colorado 80111
                Telephone (303) 793-0304
                Facsimile (303) 771-4562

                             May 7, 1996

Board of Directors
First Entertainment, Inc.
1380 Lawrence St. Suite 1400
Denver, CO  80204

Gentlemen:

Opinion of Counsel
- ------------------

     We have acted as counsel to First Entertainment, Inc. 
(the "Company")in connection with the preparation and filing 
of a Registration Statement on Form S-8 (the "Registration 
Statement") covering registration under the Securities Act 
of 1933, as amended, of the 1,000,000 shares of the 
Company's common stock, $.008 par value per share (the 
"Shares") pursuant to the First Entertainment Stock and 
Services Compensation Plan May 1, 1996, (the "Plan").  As 
such, we have examined the Registration Statement, the 
Company's Articles of Incorporation and Bylaws, as amended, 
and minutes of meetings of its Board of Directors.

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

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

Consent
- -------

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

                             Very truly yours,
                             David Wagner & Associates, P.C.

                         EXHIBIT 24.1
                  Consents of BDO Seidman, LLP and 
              Mitchell, Finley and Company, P.C.,CPA's

 

             CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the 
registration statement of First Entertainment, Inc. on Form 
S-8 of our report dated March 29, 1996, on our audit of the 
consolidated financial statements of First Entertainment, 
Inc. as of December, 31 1995 and for the year then ended 
which report is included in the Annual Report on Form 10-
KSB.

BDO Seidman, LLP
Denver, Colorado

May 7, 1996


          CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the 
registration statement of First Entertainment, Inc. on Form 
S-8 of our report dated April 4, 1995 on our audit of the 
consolidated financial statements of First Entertainment, 
Inc. as of December 31, 1994 and for the year then ended 
which report is included in the Annual Report on Form 10-
KSB.

Mitchell Finley and Company, P.C.
Denver, Colorado

May 7, 1996

                     EXHIBIT 24.2

Consent of David Wagner & Associates, P.C. (Included in 
Exhibit 5).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 31880}]
{"company-data": {"conformed-name": "FIRST ENTERTAINMENT INC", "cik": "0000803170", "assigned-sic": "7900", "irs-number": "840974303", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03553", "film-number": "96560698"}, "business-address": {"street1": "1380 LAWRENCE ST STE 1400", "city": "DENVER", "state": "CO", "zip": "80204", "phone": "3035921235"}, "mail-address": {"street1": "1380 LAWRENCE STREET", "street2": "SUITE 1400", "city": "DENVER", "state": "CO", "zip": "80204"}, "former-company": [{"former-conformed-name": "VIDEO COMMUNICATIONS & RADIO INC", "date-changed": "19920703"}, {"former-conformed-name": "VIDEOTRIP CORP /CO/", "date-changed": "19881024"}]}
As Filed with the Securities and Exchange Commission on 
May 9, 1996
                                Registration No.

            SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549

                       FORM S-8

                       

                 REGISTRATION STATEMENT
                         under
               THE SECURITIES ACT OF 1933

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

      COLORADO                              84-0974303

(State or other jurisdiction of         (I.R.S. Employer
incorporation or jurisdiction)          Identification No.)

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

  FIRST ENTERTAINMENT STOCK AND SERVICES COMPENSATION PLAN
                   (Full title of plan)

                      A.B. Goldberg
                 1380 Lawrence, Suite 1400
                   Denver, Colorado 80204
                     (303) 592-1235

      (Name, address, including zip code, and telephone 
number, including area code, of agent for service of 
process)

The Commission is requested to send copies of all 
communications and notes to:

                    David J. Wagner, Esq.
               David Wagner & Associates, P.C.
                  8400 East Prentice Avenue
                      Penthouse Suite
                  Englewood, Colorado 80111
                     (303) 793-0304

            CALCULATION OF REGISTRATION FEE

Title of     Amount       Proposed   Proposed    Amount Of
Securities   To Be        Maximum    Maximum    Registration
To Be        Registered   Offering   Aggregate      Fee
Registered                Price      Offering 
                        Per Share (1) Price (1)
- ------------------------------------------------------------
COMMON 
SHARES      1,000,000     $0.50       $500,000    $176.25

$0.008      SHARES
par value

OPTIONS TO 
PURCHASE    1,000,000       -O-          -O-          -O-

COMMON SHARES

TOTAL                                               $176.25
- -----------------------------------------------------------

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

                         PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

      The following documents, which have been filed by the 
Company with the Securities and Exchange Commission, are 
hereby incorporated by reference into this Prospectus: 
      a.    The Company's Annual Report on Form 10-K for the
            fiscal year ended December 31, 1995; and
      b.    The description of the common stock,
            par value $0.008 per share (the "Common 
            Stock")of the Company as contained in Exhibits to Item 14 
            of the Company's Annual Report on Form 10K for 
            the fiscal year ended December 31, 1993, file 
            No. 0- 15435.
 
      All documents filed by the Company with the Commission 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 
Exchange Act subsequent to the date of this Registration 
Statement and prior to the filing of a post-effective 
amendment to this Registration Statement which indicates 
that all securities offered hereby have been sold or which 
deregisters all securities then remaining unsold shall be 
deemed to be incorporated in this Registration Statement by 
reference and to be a part hereof from the date of filing of 
such documents. 

      Any statement contained in this Registration 
Statement, in a supplement to this Registration Statement or 
in a document incorporated by reference herein, shall be 
deemed to be modified or superseded for purposes of this 
Registration Statement to the extent that a statement 
contained herein or in any subsequently filed supplement to 
this Registration Statement or in any document that is 
subsequently incorporated by reference herein modifies or 
supersedes such statement. Any statement so modified or 
superseded shall not be deemed. except as so modified or 
superseded, to constitute a part of this Registration 
Statement. 
Item 4.     Description of Securities.

      Not applicable. See Item 3(d) above.

Item 5.     Interests of Named Experts and Counsel.

      David Wagner & Associates, P.C., Attorneys at Law, 
special securities counsel to the Registrant for the purpose 
of this Registration Statement, and whose opinion as to the 
legality of the issuance of the Shares hereunder is attached 
hereto as Exhibit 5, have been allocated, for past services 
and pursuant to the Plan, a total of 50,000 shares, which 
have been registered in this Plan. 

Item 6.     Indemnification of Directors and Officers.

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

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

      (a) The person conducted himself or herself in good 
          faith; 
      (b) The person reasonably believed: 
            (1) In the case of conduct in an official 
capacity with the corporation, that his or her conduct was 
in the corporation's best interests; and 
            (2) In all other cases, that his or her conduct 
was at least not opposed to the corporation's best 
interests; and 
      (c) In the case of any criminal proceeding, the person 
had no reasonable cause to believe that his or her conduct 
was unlawful. 

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

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

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

      Unless limited by the Articles of Incorporation, and 
there are not such limitations with respect to the Company, 
Section 7-109-103 of CRS requires that the corporation shall 
indemnify such a person against reasonable expenses who was 
wholly successful, on the merits or otherwise, in the 
defense of any proceeding to which the person was a party 
because. of his status with the corporation.
 
      Under Section 7-109-104 of CRS, the corporation may 
pay reasonable fees in advance of final disposition of the 
proceeding if: 

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

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

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

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

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

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

       Under Section 7-107(1)(c) of CRS, a corporation may 
also indemnify and advance expenses to an officer, employee, 
fiduciary, or agent who is not a director to a greater 
extent than the foregoing indemnification provisions, if not 
inconsistent with public policy, and if provided for in the 
corporation's bylaw, general or specific action of the Board 
of Directors, or shareholders, or contract.
 
       Section 7-109-108 of CRS permits the corporation to 
purchase and maintain insurance to pay for any 
indemnification of reasonable expenses as discussed herein. 

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

       Insofar as indemnification for liabilities under the 
Securities Act of 1933 may be permitted to directors 
officers, and controlling persons of the Registrant pursuant 
to the foregoing provisions, or otherwise, the Registrant 
has been advised that in the opinion of the Securities and 
Exchange Commission such indemnification is against public 
policy as expressed in the Act and is, therefore, 
unenforceable. In the event that a claim for indemnification 
against such liabilities (other than the payment by the 
Registrant of expense incurred or paid by a director, 
officer, or controlling person of the registrant in the 
successful defense of any action, suit, or proceeding) is 
asserted by such director, officer, or controlling person in 
connection with the securities being registered, the 
Registrant will, unless in the opinion of its counsel the 
matter has been settled by controlling precedent, submit to 
a court of appropriate jurisdiction the question whether 
such indemnification by it is against public policy as 
expressed in the Act and will be governed by the final 
adjudication of such issue. 

Item 7.     Exemption From Registration Claimed.
            Not applicable.

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

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

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

4.1          First Entertainment Stock and Services
             Compensation Plan, dated May 1, 1996.

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

24.1         Consents of BDO Seidman, LLP and Mitchell  
             Finley & Company, P.C., CPA's.

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

Item 9.      Undertakings

             1.     The Registrant hereby undertakes:

             (a)    To file, during any period in which 
offers or sales are being made, a post-effective amendment 
to this registration statement:

             (i)    to include any prospectus required by 
Section 10(a)(3) of the Securities Act of 1933;

             (ii)   to reflect in the prospectus any facts 
or events arising after the effective date of the 
registration statement (or the most recent post-effective 
amendment thereof) which, individually or in the aggregate, 
represent a fundamental change in the formation set forth in 
the registration statement;

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

     (b) That, for the purpose of determining any liability 
under the Securities Act of 1933, each such post-effective 
amendment shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering 
of such securities at that time shall be deemed to be the 
initial bonafide offering thereof.
 
     (c) To remove from registration by means of a post-
effective amendment any of the securities being registered 
which remain unsold at the termination of the offering.
 
      2. The Registrant hereby undertakes that, for purposes 
of determining any liability under the Securities Act of 
1933, each filing of the Registrant's annual report pursuant 
to Section 13(a) or Section 15(d) of the Exchange Act (and, 
where applicable, each filing of an employee benefit plan's 
annual report pursuant to Section 15(d) of the Exchange Act) 
that is incorporated by reference in the registration 
statement shall be deemed to be a new registration statement 
relating to the securities offered herein, and the offering 
of such securities at that time shall be deemed to be in the 
initial bona fide offering thereof. 

               SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                              FORM S-8

                        REGISTRATION STATEMENT
                               under
                       THE Securities ACT OF 1933

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

                         EXHIBITS

                      EXHIBIT INDEX

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

Exhibit
Number      Description

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

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

4.1         First Entertainment Stock and Services 
            Compensation Plan, dated May 1, 1996.

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

24.1        Consents of BDO Seidman, LLP, and Mitchell     
            Finley & Company P.C.,CPA's.
            Consent of David Wagner & Associates, P.C.
           (Included in Exhibit 5).

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

                         EXHIBIT 3.1 *

    Articles of Incorporation of the Company (incorporated 
by reference to the Exhibits in Item 14 of the Company's 
Form 1-K Annual Report for the fiscal year ended December 
31, 1995, filed with the Commission, file No. 0-15435).

                         EXHIBIT 3.2*

    Bylaws of the Company (incorporated by reference to the 
Exhibits in Items 14 of the Company's Form 10K Annual 
Report, filed for the fiscal year ended December 31, 1995, 
filed with the Commission, file No. 0-15435).

                         EXHIBIT 4.1

First Entertainment Stock and Services Compensation Plan, 
Dated May 1, 1996.

FIRST ENTERTAINMENT STOCK AND SERVICES COMPENSATION PLAN

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

WITNESSETH:

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

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

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

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

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

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

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

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

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

4.00     NUMBER OF SHARES SUBJECT TO THE PLAN
         4.01.     The Board, prior to the time shall 
reserve for the purposes of the Plan a total of One Million  
(1,000,000) 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 
$0.50 per share but may be changed in each case by the 
Board, or its designee, from time to time. If the share 
price is changed, the Board, or its designee, shall 
determine the share price no later than the date of the 
issuance of the shares and/ or the grant of the option and 
at such other times as the Board, or its designee, deems 
necessary.  The Board shall have absolute final discretion 
to determine the price of the common stock under the Plan. 
In the absence of such specific determination, the share 
price will be $0.50 per share.

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

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

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

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

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

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

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

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

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

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

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

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

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

                                First Entertainment, Inc.

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

ATTEST:

Cynthia Jones
- -------------
Cynthia Jones, Secretary

(SEAL)

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

             David Wagner & Associates, P.C.
            Attorneys and Counselors at Law
                8400 East Prentice Avenue
                      Penthouse Suite
               Englewood, Colorado 80111
                Telephone (303) 793-0304
                Facsimile (303) 771-4562

                             May 7, 1996

Board of Directors
First Entertainment, Inc.
1380 Lawrence St. Suite 1400
Denver, CO  80204

Gentlemen:

Opinion of Counsel
- ------------------

     We have acted as counsel to First Entertainment, Inc. 
(the "Company")in connection with the preparation and filing 
of a Registration Statement on Form S-8 (the "Registration 
Statement") covering registration under the Securities Act 
of 1933, as amended, of the 1,000,000 shares of the 
Company's common stock, $.008 par value per share (the 
"Shares") pursuant to the First Entertainment Stock and 
Services Compensation Plan May 1, 1996, (the "Plan").  As 
such, we have examined the Registration Statement, the 
Company's Articles of Incorporation and Bylaws, as amended, 
and minutes of meetings of its Board of Directors.

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

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

Consent
- -------

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

                             Very truly yours,
                             David Wagner & Associates, P.C.

                         EXHIBIT 24.1
                  Consents of BDO Seidman, LLP and 
              Mitchell, Finley and Company, P.C.,CPA's

 

             CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the 
registration statement of First Entertainment, Inc. on Form 
S-8 of our report dated March 29, 1996, on our audit of the 
consolidated financial statements of First Entertainment, 
Inc. as of December, 31 1995 and for the year then ended 
which report is included in the Annual Report on Form 10-
KSB.

BDO Seidman, LLP
Denver, Colorado

May 7, 1996

          CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the 
registration statement of First Entertainment, Inc. on Form 
S-8 of our report dated April 4, 1995 on our audit of the 
consolidated financial statements of First Entertainment, 
Inc. as of December 31, 1994 and for the year then ended 
which report is included in the Annual Report on Form 10-
KSB.

Mitchell Finley and Company, P.C.
Denver, Colorado

May 7, 1996

                     EXHIBIT 24.2

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